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Avista Board Proposes Shift to Holding Company Structure

Avista Corp.'s board of directors will ask company shareholders to approve a change to Avista's corporate structure, resulting in the formation of a holding company whose name is yet to be finalized. The holding company would be the parent of Avista Utilities and all other Avista subsidiaries, Avista said last week.

Avista said that the holding company structure is a "well-established form of organization for companies engaging in multiple lines of business, and it is common in the utility industry." The recent repeal of the Public Utility Holding Company Act of 1935 under the Energy Policy Act of 2005 removed certain restrictions on the formation of a public utility holding company for corporations like Avista that operate in more than one state.

The proposal for restructuring will be described for shareholders in a proxy statement to be mailed in March and will be voted on at the annual meeting scheduled for May 11.

The holding company structure would be accomplished by a statutory share exchange in which each outstanding share of Avista common stock would be exchanged for one share of holding company stock.

A registration statement relating to the holding company common stock has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration becomes effective.

After the registration statement becomes effective, proxies will be solicited for the 2006 annual meeting only by means of the proxy statement-prospectus contained in the registration statement, which will be furnished to holders of record of Avista common stock as of March 10, 2006.

Avista will file for regulatory approval from the Federal Energy Regulatory Commission and utility regulators in Washington, Idaho and Oregon, conditioned on approval by shareholders. If shareholders approve the proposal, and if state and federal regulatory approvals are received, the holding company structure could be implemented by year-end 2006.

Meanwhile, the company said that David Clack, Spokane-area businessman and Avista director for 18 years, will retire from the board of directors at the company's upcoming annual meeting.

Upon recommendation from a governance/nominating committee, the board of directors has nominated Heidi Stanley to be elected as a director for a three-year term. Stanley, 48, has served as director, vice chair and chief operating officer of Sterling Savings Bank of Spokane, WA, since October 2003. In her 20-year career in banking, she has held progressively responsible positions of leadership, starting as Sterling's public relations and communications officer.

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