Puget Sound Energy, Inc.

Original Volume No. 1

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

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







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."




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



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.