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. 99 Original Sheet No. 99 : Effective

AMENDMENT NO. 3

to

JACKSON PRAIRIE GAS STORAGE PROJECT AGREEMENT

This Amendment is entered into as of the 28th day of February, 2003, 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, a phased expansion of the storage capacity in the Storage

Project has been authorized, as described in a prior notice

application filed with the Federal Energy Regulatory Commission in

Docket No. CP02-384-000;

C. WHEREAS, the procedures applicable to the development and

completion of the authorized phased storage capacity expansion are

set forth in the Exhibit G added to the Agreement by Amendment

dated May 31, 2002;

D. WHEREAS, Article 4.6 of the Agreement (as revised by the Amendment

dated May 31, 2002) provides that interim amendments to Exhibits

C, D, E and F (as appropriate) will be made upon completion of

each phase of a phased expansion;

E. WHEREAS, the Owners desire to revise Section 3 in Exhibit G to

clarify that the expansion phases are based on a March through

February water withdrawal/gas injection cycle, with expansion

activities during the November through February portion of the

cycle available only to the extent mutually agreed upon;

F. WHEREAS, the Owners desire to add Section 9 in Exhibit G to

clarify the administrative procedures for specifying the actual

expansion capacities developed month to month during a water

withdrawal/gas injection cycle;

G. WHEREAS, the Owners desire to amend Exhibits C, D and E to include

footnotes indicating that expansion capacities developed during

the current expansion cycle are additive to the corresponding

capacities stated on the Exhibits; and