Puget Sound Energy, Inc.

Original Volume No. 1

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Effective Date: 06/24/2004, Docket: RP04-305-000, Status: Effective

Original Sheet No. 112 Original Sheet No. 112 : Effective

AMENDMENT NO. 5

to

JACKSON PRAIRIE GAS STORAGE PROJECT AGREEMENT

This Amendment is entered into as of the 14th day of May, 2004, 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 dated

January 15, 1998, as amended ("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 of the

authorized phased storage capacity expansion, as set forth in Exhibit G

to the Agreement, specify that the expansion phases are based on a March

through February water withdrawal/gas injection cycle;

D. WHEREAS, Article 4.6 of the Agreement 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; and

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

the February 29, 2004 completion of the second phase of the authorized

storage capacity expansion.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein, Northwest, Puget and Avista agree as follows:

1. Exhibits C, D and E of the Agreement are superceded by the revised

form of such Exhibits attached hereto.

2. This Amendment shall be binding upon and inure to the benefit of

the Owners hereto and any successors or assigns of such Owners.

3. This Amendment may be executed in any number of counterparts.