Puget Sound Energy, Inc.

Original Volume No. 1

Effective Date: 01/03/2004, Docket: RP04-100-000, Status: Effective

Original Sheet No. 95 Original Sheet No. 95 : Effective

AMENDMENT NO. 2

JACKSON PRAIRIE GAS STORAGE AGREEMENT

This Amendment is entered into as of the 31st day of May, 2002, by and

between Northwest Pipeline Corporation ("Northwest"), a Delaware corporation,

Puget Sound Energy, Inc. ("Puget"), a Washington corporation and Avista

Corporation ("Avista"), a Washington corporation, collectively "the Owners."

RECITALS:

A. WHEREAS, Northwest, Puget and Avista are parties to that certain

Jackson Prairie Gas Storage Project ("Storage Project") Agreement

entered into as of January 15, 1998 ("Agreement");

B. WHEREAS, the Owners wish to amend the Agreement to reflect a

phased expansion of the storage capacity in the Storage Project;

C. WHEREAS, the Owners intend to have a single project, phased-in

over up to seven water withdrawal/gas injection cycles, beginning

in 2002 and finishing in 2008, which is intended to expand the

Jackson Prairie cushion and working gas capacity by a total of

approximately 10.5 Bcf. This project shall be known as the "2002

- 2008 Expansion Project";

D. WHEREAS, the Owners' participation in the expansion phases of the

2002 - 2008 Expansion Project may not be equal each year, even

though it is the intent of the Owners always to maintain equal

Ownership Interests, subject to Exhibit G attached hereto;

E. WHEREAS, the Agreement will be amended by a new Article 4.4.4 and

Exhibit G specifying procedures for the 2002 - 2008 Expansion

Project;

F. WHEREAS, Article 4.6 of the Agreement provides that, upon

completion of any expansion, the Owners will amend certain

Exhibits to the Agreement; and

G. WHEREAS, other conforming amendments must be made.