Exhibit 4(a)(3)


                       REMOVAL AND APPOINTMENT OF TRUSTEES
                                       AND
                        AMENDMENT OF DECLARATION OF TRUST
                                       OF
                       WASHINGTON WATER POWER CAPITAL III

                  This  Removal and  Appointment  of Trustees  and  Amendment of
Declaration of Trust of Washington Water Power Capital III (the "Trust") is made
as  of  March  9,  2004  (this   "Appointment  and  Amendment"),   among  Avista
Corporation,  a  Washington  corporation,   as  successor  in  interest  to  The
Washington Water Power Company,  as sponsor (the  "Sponsor"),  Malyn K. Malquist
and Diane C. Thoren, as Regular Trustees (the "Regular Trustees"), Union Bank of
California, N.A., a national banking association ("Union Bank"), in its capacity
as Institutional  Trustee (the "Institutional  Trustee"),  and SunTrust Delaware
Trust Company,  a Delaware  limited purpose trust company  ("SunTrust"),  in its
capacity as Delaware Trustee (the "Delaware Trustee").

                  WHEREAS,  the Trust was  created  pursuant  to the filing of a
Certificate of Trust of the Trust in the office of the Secretary of State of the
State of Delaware  (the  "Secretary  of State") on November 4, 1996,  and by the
entering  into of a  Declaration  of Trust,  dated as of  November  4, 1996 (the
"Declaration");

                  WHEREAS,  the  Sponsor  desires  to  remove  Wilmington  Trust
Company as a trustee of the Trust and to appoint  Union Bank,  as  Institutional
Trustee and SunTrust, as Delaware Trustee;

                  WHEREAS,  Dorothy  K.  Mercer is not,  and  never has been,  a
trustee of the Trust;

                  WHEREAS,  Union  Bank  desires  to  become  the  Institutional
Trustee and SunTrust desires to become the Delaware  Trustee;  and,  immediately
following  such  appointments,  Wilmington  Trust  Company shall be removed as a
trustee of the Trust;

                  WHEREAS,  the Sponsor desires to remove Lawrence J. Pierce, as
Regular  Trustee,  and to appoint  Malyn K.  Malquist  and Diane C.  Thoren,  as
Regular Trustees;

                  WHEREAS,  Malyn K.  Malquist  and  Diane C.  Thoren  desire to
become Regular Trustees and, immediately  following such appointments,  Lawrence
J. Pierce shall be removed as a trustee of the Trust; and

                  WHEREAS,  the parties  hereto desire to change the name of the
Trust to "AVA Capital Trust III."

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
obligations contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

                  1.  Pursuant  to  Section 6 of the  Declaration,  the  Sponsor
hereby  appoints  Union Bank as the  Institutional  Trustee and  SunTrust as the
Delaware  Trustee  of the Trust.


<PAGE>

Union Bank and SunTrust hereby accept such appointments and agree to be trustees
of the Trust pursuant to the Declaration.

                  2.  Immediately  following the  appointment  by the Sponsor of
Union Bank and  SunTrust as trustees of the Trust  pursuant to Section 1 hereof,
the Sponsor hereby removes  Wilmington Trust Company from the Trust as a trustee
of the Trust.  Wilmington  Trust  Company's  removal  shall be deemed  effective
immediately   following  the  appointment  by  the  Sponsor  of  Union  Bank  as
Institutional  Trustee and SunTrust as Delaware  Trustee of the Trust, and their
acceptance of such appointments pursuant to Section 1 hereof.

                  3.  Pursuant  to  Section 6 of the  Declaration,  the  Sponsor
hereby appoints Malyn K. Malquist and Diane C. Thoren as Regular Trustees of the
Trust. Malyn K. Malquist and Diane C. Thoren hereby accept such appointments and
agree to be trustees of the Trust pursuant to the Declaration.

                  4.  Immediately  following the  appointment  by the Sponsor of
Malyn K.  Malquist  and Diane C.  Thoren as  trustees  of the Trust  pursuant to
Section 3 hereof,  the Sponsor hereby removes  Lawrence J. Pierce from the Trust
as a  trustee  of the  Trust.  Lawrence  J.  Pierce's  removal  shall be  deemed
effective  immediately  following  the  appointment  by the  Sponsor of Malyn K.
Malquist  and Diane C.  Thoren  as  Regular  Trustees  of the  Trust,  and their
acceptance of such appointments pursuant to Section 3 hereof.

                  5. All references in the  Declaration  to the term  "Trustees"
are deemed to include a reference to Union Bank, SunTrust, Malyn K. Malquist and
Diane C. Thoren as trustees of the Trust.

                  6. Each  reference in the  Declaration  to  "Wilmington  Trust
Company"  shall be deemed a  reference  to Union Bank and  SunTrust  except with
respect to such  reference  in Section 7 of the  Declaration.  The  reference in
Section 7 of the  Declaration  to  "Wilmington  Trust Company" shall be deemed a
reference to SunTrust.

                  7. Each  reference in the  Declaration to "Lawrence J. Pierce"
or  "Lawrence  J. Pierce and Dorothy K.  Mercer"  shall be deemed a reference to
Malyn K. Malquist and Diane C. Thoren.

                  8. Section 1 of the Declaration is hereby amended and restated
in its entirety as follows:

                           1. The trust  created  hereby  shall be known as "AVA
                  Capital Trust III" (the "Trust"),  in which name the Trustees,
                  or the Sponsor to the extent provided herein,  may conduct the
                  business of the Trust, make and execute contracts, and sue and
                  be sued.

                  9. Each reference in the  Declaration  to the "Business  Trust
Act"  shall be deemed to be a  reference  to the  "Statutory  Trust  Act."  Each
reference  in the  Declaration  to  "business  trust"  shall be  deemed  to be a
reference to "statutory trust."

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<PAGE>

                  10. Each  reference  in the  Declaration  to  "Merrill  Lynch,
Pierce,  Fenner  &Smith  Incorporated"  shall be  deemed a  reference  to Lehman
Brothers, Inc.

                  11. Each Regular Trustee,  acting singly or jointly, is hereby
authorized and directed to execute and file an Amended and Restated  Certificate
of Trust of the Trust in the  office of the  Secretary  of State of the State of
Delaware  changing the name of the Trust to "AVA Capital Trust III" and changing
the name and address of the Delaware Trustee.

                  12. This  Appointment  and Amendment may be executed in one or
more counterparts.

                  13. Except to the extent that it is expressly modified by this
Appointment  and  Amendment,  the  Declaration  shall continue in full force and
effect.

                  14. This  Appointment  and Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware  (without regard
to conflict of laws principles).

                            [SIGNATURE PAGE FOLLOWS]



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<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Appointment  and  Amendment  to be duly  executed  as of the date and year first
above written.


                                     AVISTA CORPORATION, as Sponsor




                                     By: /s/ MALYN K. MALQUIST
                                        ----------------------------------------
                                        Name:
                                        Title




                                     UNION BANK OF CALIFORNIA, N.A., as
                                     Institutional Trustee




                                     By: /s/ SONIA N. FLORES
                                        ----------------------------------------
                                        Name:  Sonia N. Flores
                                        Title  Vice President




                                     SUNTRUST DELAWARE TRUST COMPANY,
                                     as Delaware Trustee




                                     By: /s/ SUSAN D. TINSLEY
                                        ----------------------------------------
                                        Name:  Susan D. Tinsley
                                        Title  Assistant Vice President




                                     Malyn K. Malquist, as Regular Trustee




                                        /s/ MALYN K. MALQUIST
                                     -------------------------------------------




                                     Diane C. Thoren, as Regular Trustee

                                        /s/ DIANE C. THOREN
                                     -------------------------------------------


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