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. 96 Original Sheet No. 96 : Effective





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

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


1. Amend the Agreement by changing any references to "The Washington

Water Power Company" to "Avista Corporation", and changing any

references to "Water Power" to "Avista".


2. Amend Section 4.4 of the Agreement by adding the following Article

4.4.4: "If the Owners agree to develop a phased expansion of the

Storage Project, the procedures applicable to the development and

completion of such phased expansion will be those set forth on

Exhibit G, attached hereto and incorporated herein."


3. Amend Section 4.6 of the Agreement by inserting the following

sentence immediately after the last sentence in the Section: "For

an expansion designed to be completed in phases, interim

amendments to Exhibits C, D, E and F (but not to Exhibits A and B)

also will be made upon the completion of each phase, as



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

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


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


IN WITNESS WHEREOF, the Owners hereto have executed three duplicate

originals of this Amendment as of the date and year first written above.




By: /s/ Larry E. Larsen

Its: Vice President, Customer Services




By: /s/ W. A. Gaines

Its: Vice President, Energy Supply




By: /s/ Gary E. Ely

Its: Chairman, President & CEO