10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

    Commission File Number Exact name of registrant as specified in its charter, state of incorporation, address of principal executive offices, telephone number I.R.S. Employer Identification Number

1-16305 PUGET ENERGY, INC. A Washington Corporation 10885 NE 4^th Street, Suite 1200 Bellevue, Washington 98004-5591 (425) 454-6363 91-1969407

1-4393 PUGET SOUND ENERGY, INC. A Washington Corporation 10885 NE 4^th Street, Suite 1200 Bellevue, Washington 98004-5591 (425) 454-6363 91-0374630

Securities registered pursuant to Section 12(b) of the Act:

	Title Of Each Class	Name Of Each Exchange On Which Listed
Puget Energy, Inc.	Common Stock, $0.01 par value	NYSE
	Preferred Share Purchase Rights	NYSE
Puget Sound Energy, Inc.	8.4% Capital Securities	NYSE

Securities registered pursuant to Section 12(g) of the Act:

	Title Of Each Class
Puget Sound Energy, Inc.	Preferred Stock (cumulative, $100 par value)
	8.231% Capital Securities

Puget Sound Energy, Inc. meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format.

Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / /

Indicate by check mark whether registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Puget Energy, Inc. Yes /X/ No / / Puget Sound Energy, Inc. Yes / / No /X/

The aggregate market value of the voting stock held by non-affiliates of Puget Energy, Inc. as of the last business day of Puget Energy’s most recently completed second fiscal quarter was approximately $2,127,279,000. The number of shares of Puget Energy, Inc.’s common stock outstanding at February 23, 2005 was 99,889,474 shares.

All of the outstanding shares of voting stock of Puget Sound Energy, Inc. are held by Puget Energy, Inc.

Documents Incorporated by Reference

Portions of the Puget Energy, Inc. proxy statement for its 2005 Annual Meeting of Shareholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after December 31, 2004 are incorporated by reference in Part III hereof.

This Annual Report on Form 10-K is a combined report being filed separately by two different registrants: Puget Energy, Inc. and Puget Sound Energy, Inc. Puget Sound Energy, Inc. makes no representation as to the information contained in this report relating to Puget Energy, Inc. and the subsidiaries of Puget Energy, Inc. other than Puget Sound Energy, Inc. and its subsidiaries.

INDEX

DEFINITIONS

AFUDC	Allowance for Funds Used During Construction
BPA	Bonneville Power Administration
CAISO	California Independent System Operator
COE	United States Army Corps of Engineers
Dth	Dekatherm (one Dth is equal to one MMBtu)
Ecology	Washington State Department of Ecology
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
FIN	Financial Accounting Standards Board Interpretation
FPA	Federal Power Act
HCP	Habitat Conservation Plans
InfrastruX	InfrastruX Group, Inc.
kW	Kilowatts (one kilowatt equals one thousand watts)
kWh	Kilowatt Hours (one kWh equals one thousand watt hours)
LIBOR	London Interbank Offered Rate
LNG	Liquefied Natural Gas
MMBtu	One Million British Thermal Units
MMS	Minerals Management Service
MW	Megawatts (one MW equals one thousand kW)
MWh	Megawatt Hours (one MWh equals one thousand kWh)
NOPR	Notice of Proposed Rulemaking
NYSE	New York Stock Exchange
PCA	Power Cost Adjustment
PGA	Purchased Gas Adjustment
PG&E	Pacific Gas & Electric Company
PSE	Puget Sound Energy, Inc.
PUDs	Washington Public Utility Districts
Puget Energy	Puget Energy, Inc.
PURPA	Public Utility Regulatory Policies Act
RFP	Request for Proposal
RTO	Regional Transmission Organization
SEC	United States Securities and Exchange Commission
SFAS	Statement of Financial Accounting Standards
SMD	FERC Standard Market Design
Washington Commission	Washington Utilities and Transportation Commission
WECO	Western Energy Company

FORWARD-LOOKING STATEMENTS

Puget Energy and Puget Sound Energy (PSE) are including the following cautionary statements in this Form 10-K to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by or on behalf of Puget Energy or PSE. This report includes forward-looking statements, which are statements of expectations, beliefs, plans, objectives, assumptions of future events or performance. Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will likely result,” “will continue” or similar expressions identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed. Puget Energy’s and PSE’s expectations, beliefs and projections are expressed in good faith and are believed by Puget Energy and PSE, as applicable, to have a reasonable basis, including without limitation management’s examination of historical operating trends, data contained in records and other data available from third parties; but there can be no assurance that Puget Energy’s and PSE’s expectations, beliefs or projections will be achieved or accomplished.

In addition to other factors and matters discussed elsewhere in this report, some important factors that could cause actual results or outcomes for Puget Energy and PSE to differ materially from those discussed in forward-looking statements include:

Risks relating to the regulated utility business (PSE)

·   governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC) and the Washington Utilities and Transportation Commission (Washington Commission), with respect to allowed rates of return, financings, industry and rate structures, transmission and generation business structures within PSE, acquisition and disposal of assets and facilities, operation, maintenance and construction of electric generating facilities, operation of distribution and transmission facilities (gas and electric), licensing of hydroelectric operations and gas storage facilities, recovery of other capital investments, recovery of power and gas costs, recovery of regulatory assets, and present or prospective wholesale and retail competition;

·   financial difficulties of other energy companies and related events, which may affect the regulatory and legislative process in unpredictable ways and also adversely affect the availability of and access to capital and credit markets and/or impact delivery of energy to PSE from its suppliers;

·   wholesale market disruption, which may result in a deterioration of market liquidity, increase the risk of counterparty default, affect the regulatory and legislative process in unpredictable ways, affect wholesale energy prices and/or impede PSE’s ability to manage its energy portfolio risks;

·   the effect of wholesale market structures (including, but not limited to, new market design such as Grid West, a regional transmission organization, and Standard Market Design);

·   PSE electric or gas distribution system failure, which may impact PSE’s ability to adequately deliver gas supply to its customers;

·   weather, which can have a potentially serious impact on PSE’s revenues and its ability to procure adequate supplies of gas, fuel or purchased power to serve its customers and on the cost of procuring such supplies;

·   variable hydroelectric conditions, which can impact streamflow and PSE’s ability to generate electricity from hydroelectric facilities;

·   plant outages, which can have an adverse impact on PSE’s expenses as it procures adequate supplies to replace the lost energy or dispatches a more expensive resource;

·   the ability of gas or electric plant to operate as intended, which if not in proper operating condition or design could limit the capacity of the operating plant;

·   the ability to renew contracts for electric and gas supply and the price of renewal;

·   blackouts or large curtailments of transmission systems, whether PSE’s or others’, which can have an impact on PSE’s ability to deliver load to its customers;

·   the ability to restart generation following a regional transmission disruption;

·   failure of the interstate gas pipeline delivering to PSE’s system, which may impact PSE’s ability to adequately deliver gas supply to its customers;

·   the ability to relicense FERC hydroelectric projects at a cost-effective level;

·   the amount of collection, if any, of PSE’s receivables from the California Independent System Operator (CAISO) and other parties, and the amount of refunds found to be due from PSE to the CAISO or other parties;

·   industrial, commercial and residential growth and demographic patterns in the service territories of PSE;

·   general economic conditions in the Pacific Northwest, which might impact customer consumption or affect PSE’s accounts receivable; and

·   the loss of significant customers or changes in the business of significant customers, which may result in changes in demand for PSE’s services.

Risks relating to the non-regulated utility service business (InfrastruX Group, Inc.)

·   the ability of Puget Energy to complete a sale of its interests in InfrastruX to a third party under reasonable terms;

·   the failure of InfrastruX to service its obligations under its credit agreement, in which case Puget Energy, as guarantor, may be required to satisfy these obligations, which could have a negative impact on Puget Energy’s liquidity and access to capital;

·   the inability to generate internal growth at InfrastruX, which could be affected by, among other factors, InfrastruX’s ability to expand the range of services offered to customers, attract new customers, increase the number of projects performed for existing customers, hire and retain employees and open additional facilities;

·   the effect of competition in the industry in which InfrastruX competes, including from competitors that may have greater resources than InfrastruX, which may enable them to develop expertise, experience and resources to provide services that are superior in quality or lower in price;

·   the extent to which existing electric power and gas companies or prospective customers will continue to outsource services in the future, which may be impacted by, among other things, regional and general economic conditions in the markets InfrastruX serves;

·   delinquencies, including those associated with the financial conditions of InfrastruX’s customers;

·   the impact of any goodwill impairments on the results of operations of InfrastruX arising from its acquisitions, which could have a negative effect on the results of operations of Puget Energy;

·   the impact of adverse weather conditions that negatively affect operating conditions and results;

·   the ability to obtain adequate bonding coverage and the cost of such bonding; and

·   the perception of risk associated with its business due to a challenging business environment.

Risks relating to both the regulated and non-regulated businesses

·   the impact of acts of terrorism or similar significant events;

·   the ability of Puget Energy, PSE and InfrastruX to access the capital markets to support requirements for working capital, construction costs and the repayment of maturing debt;

·   capital market conditions, including changes in the availability of capital or interest rate fluctuations;

·   changes in Puget Energy’s or PSE’s credit ratings, which may have an adverse impact on the availability and cost of capital for Puget Energy, PSE and InfrastruX;

·   legal and regulatory proceedings;

·   the ability to recover changes in enacted federal, state or local tax laws through revenue in a timely manner;

·   changes in, adoption of and compliance with laws and regulations including environmental and endangered species laws, regulations, decisions and policies concerning the environment, natural resources, and fish and wildlife (including the Endangered Species Act);

·   employee workforce factors, including strikes, work stoppages, availability of qualified employees or the loss of a key executive;

·   the ability to obtain and keep patent or other intellectual property rights to generate revenue;

·   the ability to obtain adequate insurance coverage and the cost of such insurance;

·   the impacts of natural disasters such as earthquakes, hurricanes, floods, fires or landslides;

·   the impact of adverse weather conditions that negatively affect operating conditions and results;

·   the ability to maintain effective internal controls over financial reporting; and

·   the ability to maintain customers and employees.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Puget Energy and PSE undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

PART I

ITEM 1. BUSINESS

GENERAL

Puget Energy, Inc. (Puget Energy) is an energy services holding company incorporated in the State of Washington in 1999. All of its operations are conducted through its subsidiaries, Puget Sound Energy, Inc. (PSE), a utility company, and InfrastruX Group, Inc. (InfrastruX), a construction services company. Puget Energy has no significant assets other than the stock of its subsidiaries. Subject to limited exceptions, Puget Energy is exempt from regulation as a public utility holding company pursuant to Section 3(a)(1) of the Public Utility Holding Company Act of 1935. Puget Energy and PSE are collectively referred to herein as “the Company.” The following table provides the percentages of Puget Energy’s consolidated operating revenues and net income generated and assets held by the reportable segments:

Segment	Percent of Revenue							Percent of Net Income						Percent of Assets
	2004			2003		2002		2004		2003		2002		2004		2003		2002
Puget Sound Energy1		85.3	%	85.4	%	85.8	%	224.2	%	98.1	%	87.4	%	94.5	%	92.7	%	92.2	%
InfrastruX		14.4	%	14.3	%	13.8	%	(127.8	)%	1.5	%	8.6	%	4.3	%	6.0	%	5.5	%
Other subsidiaries		0.3	%	0.3	%	0.4	%	3.6	%	0.4	%	4.0	%	1.2	%	1.3	%	2.3	%

_______________________________

¹   Net income for PSE is presented as net income for common stock due to $5.2 million and $7.8 million of preferred stock dividend being treated as an other deduction at Puget Energy in 2003 and 2002, respectively

Additional financial data regarding these segments are included in Note 24, to the Consolidated Financial Statements included with this report.

Puget Energy Strategy

Puget Energy is the parent company of the largest electric and natural gas utility headquartered in the State of Washington, primarily engaged in the business of electric transmission, distribution and generation and natural gas transmission and distribution. Puget Energy’s business strategy is to generate stable earnings and cash flow by focusing primarily on the regulated utility business conducted through PSE. The key elements of this strategy include:

Focus on regulated utility business. PSE intends to continue to focus on its core electric and natural gas transmission and distribution utility business, offering reliable electric and gas service at a fair value to PSE’s customers.

Add electric generation and delivery infrastructure to meet customer needs. Ensuring reliable, low-cost energy supply is one of PSE’s highest priorities. As regional demand for energy continues to grow, PSE’s committed power supply resources will not be adequate to meet anticipated demand, especially as existing long-term power purchase contracts begin to expire. Accordingly, PSE is continually seeking new electric power resource generation and long term purchase power agreements to meet load requirements and ensure stable cost-based energy supply within its service territory. During 2004, PSE made the following strides in this goal:

·   Purchased a 49.85% interest in a 250 MW capacity gas-fired generation facility in western Washington, which went into service in April 2004.

·   Signed a two-year purchase power agreement in the second quarter 2004 with a utility for 85 MW of energy with delivery beginning January 1, 2005.

·   Signed a non-binding letter of intent in September 2004 to purchase a wind generation facility with up to 230 MW of generation to be developed in central Washington State.

·   Signed a non-binding letter of intent in October 2004 to purchase a wind generation facility with up to 150 MW of generation to be developed in eastern Washington State.

Rebuild financial strength to fund energy infrastructure and manage energy portfolio. PSE intends to focus on the regulated business to improve its credit quality and liquidity and to provide predictable earnings to attract investors in Puget Energy.

Provide return to Puget Energy shareholders through earnings growth and dividends. Generate return and attract equity capital through growth in PSE earnings and dividends.

Achieve PSE earnings growth. PSE earnings will grow through rebuilding common equity and increasing ratebase by adding generating and delivery resources where needed with timely cost recovery. Puget Energy was able to invest additional capital in PSE through the sale of its common stock.

After completing a strategic review of InfrastruX, Puget Energy has decided to exit the construction services sector. Puget Energy’s Board of Directors approved the decision on February 8, 2005. The decision to exit the business is the result of the Company’s need to invest in the core utility business to acquire or construct energy generating resources and energy delivery infrastructure. During 2005, Puget Energy intends to monetize its interest in InfrastruX through sale or third party recapitalization and invest the proceeds in PSE.

PUGET SOUND ENERGY, INC.

PSE is a public utility incorporated in the State of Washington. PSE furnishes electric and gas service in a territory covering approximately 6,000 square miles, principally in the Puget Sound region of the State of Washington.

At December 31, 2004, PSE had approximately 1,001,200 electric customers, consisting of 884,500 residential, 110,500 commercial, 3,900 industrial and 2,300 other customers; and approximately 672,000 gas customers, consisting of 619,000 residential, 50,200 commercial, 2,700 industrial and 100 transportation customers. At December 31, 2004, approximately 324,200 customers purchased both electricity and gas from PSE. For the year 2004, PSE added approximately 23,500 electric customers and approximately 27,400 gas customers, representing annualized customer growth rates of 2.4% and 4.2% respectively. During 2004, PSE’s billed retail and transportation revenues from electric utility operations were derived 47% from residential customers, 44% from commercial customers, 7% from industrial customers and 2% from transportation and other customers. PSE’s retail revenues from gas utility operations were derived 63% from residential customers, 30% from commercial customers, 5% from industrial customers and 2% from transportation customers. During this period the largest customer accounted for approximately 1% of PSE’s operating revenues.

PSE is affected by various seasonal weather patterns throughout the year and, therefore, utility revenues and associated expenses are not generated evenly during the year. Variations in energy usage by consumers occur from season to season and from month to month within a season, primarily as a result of weather conditions. PSE normally experiences its highest retail energy sales in the first and fourth quarters of the year. Sales of electricity to wholesale customers also vary by quarter and year depending principally upon fundamental market factors and weather conditions. PSE has a purchased gas adjustment (PGA) mechanism in retail gas rates to recover variations in gas supply and transportation costs. PSE also has a power cost adjustment (PCA) mechanism in electric rates to recover variations in electricity costs on a shared basis between customers and PSE.

In the five-year period ended December 31, 2004, PSE’s gross electric utility plant additions were $786 million and retirements were $290 million. In the five-year period ended December 31, 2004, PSE’s gross gas utility plant additions were $586 million and retirements were $74 million. In the same five-year period, PSE’s gross common utility plant additions were $128 million and retirements were $33 million. Gross electric utility plant at December 31, 2004 was approximately $4.4 billion, which consisted of 60% distribution, 26% generation, 6% transmission and 8% general plant and other. Gross gas utility plant as of December 31, 2004 was approximately $1.9 billion, which consisted of 85% distribution, 7% transmission and 8% general plant and other. Gross common utility general and intangible plant at December 31, 2004 was approximately $410 million.

INFRASTRUX GROUP, INC.

InfrastruX was incorporated in the State of Washington in 2000 to pursue the non-regulated construction services business. InfrastruX provides infrastructure construction services to the electric and gas utility industries. InfrastruX has acquired 12 companies, primarily in the Midwest, Texas, south-central and eastern United States, that are engaged in some or all of the following services and activities in their respective regions or nationally:

·   Electric: Overhead and underground power line and cable construction, installation and maintenance, including high-voltage transmission and distribution lines, copper and fiberoptic cables; duct installation; revitalization and damage prevention for underground power lines and cables using the patented Cablecure® treatment; substation construction; and other specialty services for new and existing infrastructures.

·   Gas: Large-diameter pipeline installation and maintenance; service lines and meters; conventional river crossings and bridge maintenance; cathodic protection; power station fabrication and installation; vacuum excavation; hydrostatic testing; internal pipeline inspection; product pipelines; and other specialty services for distribution and transmission pipeline services including small, mid-size and large-bore directional drilling for virtually all pipeline diameters and soil conditions.

Following a strategic review of InfrastruX conducted by Puget Energy management, on February 8, 2005, Puget Energy’s Board of Directors decided to exit the utility construction services sector. During 2005, Puget Energy intends to monetize its interest in InfrastruX through a sale or third party recapitalization and to invest the proceeds in PSE. The costs associated with exiting the InfrastruX business cannot be quantified at this time. However, Puget Energy believes that such costs will not be material given the effects of the impairment charge recorded in the fourth quarter 2004.

InfrastruX is affected by seasonal weather conditions and, therefore, revenues and associated expenses are not generated evenly during the year. InfrastruX will usually experience its highest revenues in the second and third quarter of the year, as spring and summer months are routinely the most productive time of year for the construction industry due to longer daylight hours and generally better weather conditions.

InfrastruX’s operating strategy revolves around leveraging the synergies of a core group of outstanding infrastructure construction contractors whose asset base, expertise, local knowledge, relationships and years of successful operations form a strong base for a growing business. The ability to share workforce, production equipment and expertise within and between regional geographies allows InfrastruX to provide local support for its customers and also move quickly to provide additional services as needs arise. The formation of regional service centers in 2003, where appropriate, is providing enhanced oversight and control as well as cost efficiencies surrounding back office operations, equipment control and other operational areas.

The construction services industry is both highly competitive and highly fragmented as a result of low barriers to entry, the historical geographic segmentation of utility customers and the natural limitations of service delivery. Competitors of InfrastruX include large established and emerging national companies and many smaller regional companies.

EMPLOYEES

At February 23, 2005, Puget Energy and its subsidiaries had approximately 4,900 full-time employees:

Puget Sound Energy	2,200
InfrastruX	2,700
Total Puget Energy	4,900

Approximately 1,100 PSE employees are represented by the International Brotherhood of Electrical Workers Union (IBEW) or the United Association of Plumbers and Pipefitters (UA). The labor contracts with the IBEW and UA run through 2007 and 2006, respectively.

Approximately 300 InfrastruX employees are represented by the IBEW, UA, United Steelworkers of America, Laborers International Union of North America or other unions. Some unions have annual contract renewals while others have multiple-year contracts.

CORPORATE LOCATION

Puget Energy’s and PSE’s principal executive offices are located at 10885 NE 4^th Street, Suite 1200, Bellevue, Washington 98004 and the telephone number is (425) 454-6363.

AVAILABLE INFORMATION

The Company’s reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available or may be accessed free of charge through the Investors section of the Company’s website at www.pse.com as soon as reasonably practicable after the reports are electronically filed with, or furnished to, the SEC. It is not intended that the Company’s website and the information contained therein or connected thereto be incorporated into this Annual Report on Form 10-K. Information may also be obtained via the SEC Internet website at www.sec.gov.

In addition, the following corporate governance materials of the Company are available in the Investors section of the Company’s website, and a copy will be mailed upon request. Requests should be made to Puget Energy, Inc., Investor Services, P.O. Box 97034, PSE-08S, Bellevue, Washington 98009-9734.

·   Corporate Governance Guidelines;

·   Corporate Ethics and Compliance Code;

·   Audit Committee, Governance and Public Affairs Committee and Compensation and Leadership Development Committee charters; and

·   Code of Ethics for the Company’s Chief Executive Officer and senior financial officers.

If the Company waives any material provision of its Code of Ethics for its Chief Executive Officer and senior financial officers or its Corporate Ethics and Compliance Code, or substantively changes the codes for any specific officer, the Company will disclose that waiver on its website within five business days.

NEW YORK STOCK EXHANGE CERTIFICATION

On May 6, 2004, the Chief Executive Officer of Puget Energy and PSE filed a Section 303A.12(a) CEO Certification with the New York Stock Exchange. The CEO Certification attests that the Chief Executive Officer is not aware of any violations by the Company of NYSE’s Corporate Governance Listing Standards.

REGULATION AND RATES

PSE is subject to the regulatory authority of (1) the Washington Commission as to retail utility rates, accounting, the issuance of securities and certain other matters and (2) FERC with respect to the transmission of electric energy, the resale of electric energy at wholesale, accounting and certain other matters.

ELECTRIC REGULATION AND RATES

WASHINGTON COMMISSION MATTERS

On February 18, 2005, the Washington Commission approved a 4% general tariff electric rate case increase to recover higher costs of providing electric service to customers. The rate increase will increase electric revenues by approximately $56.6 million annually effective March 4, 2005. In the order, the Washington Commission also approved a capital structure containing 43% common equity with a return on common equity of 10.3%. In the proceeding PSE had filed a request for an increase of 7.1% or $99.8 million annually on final rebuttal during the rate case, reflecting updated power costs for increases in natural gas prices for generating plants.

The Washington Commission issued an order on May 13, 2004 determining that PSE did not prudently manage gas costs for the Tenaska electric generating plant and ordered PSE to adjust its PCA deferral account to reflect a disallowance of $25.6 million for the PCA 1 period (July 1, 2002 through June 30, 2003), which was recorded by PSE as a Purchased Electricity expense in the second quarter 2004. The order also established guidelines for future recovery of Tenaska costs. The amounts were determined to be a $25.6 million disallowance for the PCA 1 period and an estimated disallowance of $11.3 million for the PCA 3 period (July 1, 2004 to June 30, 2005), based upon applying the Washington Commission’s methodology of 50% disallowance on the return on the Tenaska regulatory asset due to projected costs exceeding the benchmark during the period. For the PCA 3 period, approximately $5.6 million was disallowed in the period July 1, 2004 through December 31, 2004, primarily as a reduction to Electric Operating Revenue. While the Washington Commission did not expressly address the disallowance for the PCA 2 period (July 1, 2003 through June 30, 2004), PSE estimated the disallowance for the PCA 2 period to be approximately $12.2 million if the Washington Commission were to follow the same methodology as they have ordered for the PCA 3 period. Therefore, PSE recorded a $12.2 million disallowance to Purchased Electricity expense in the second quarter 2004 for the 50% disallowance of the return on the Tenaska regulatory asset in accordance with the Washington Commission’s methodology discussed in their order of May 13, 2004 for a cumulative impact on earnings of $43.4 million in 2004 for the PCA 1, PCA 2 and PCA 3 periods. PSE has filed the PCA 2 period compliance filing and anticipates it will be concluded no later than the first quarter 2005. As a result of the disallowance recorded, the PCA customer deferral was expensed and a reserve was established for amounts not previously deferred under the PCA mechanism. The reserve balance as of December 31, 2004 was $3.2 million, which is expected to be utilized in 2005 as excess power costs are shared through the PCA mechanism.

PSE filed the PCA 2 period compliance filing in August 2004 and received an order from the Washington Commission on February 23, 2005. In the PCA 2 compliance order, the Washington Commission approved the Washington Commission staff’s recommendation for an additional return related to the Tenaska regulatory asset in the amount of $6.1 million related to the period July 1, 2003 through December 31, 2003. Washington Commission staff’s recommendation was opposed by certain other parties. This amount alters the PCA deferral and is subject to reconsideration and appeal by other parties. Parties have 10 days from February 23, 2005 to file for reconsideration and 30 days to appeal the order. Once the statutory appeal process has concluded and the Washington Commission issues its final order, PSE will determine if recording a regulatory asset is appropriate.

In the May 13, 2004 order, the Washington Commission established guidelines and a benchmark to determine PSE’s recovery on the Tenaska regulatory asset starting with the PCA 3 period (July 1, 2004) through the expiration of the Tenaska contract in the year 2011. The benchmark is defined as the original cost of the Tenaska contract adjusted to reflect the 1.2% disallowance from a 1994 Prudence Order.

The Washington Commission guidelines for determining future recovery of the Tenaska costs (gas costs, recovery of the Tenaska regulatory asset and return on the Tenaska regulatory asset) are as follows:

1.   The Washington Commission will determine if PSE’s gas purchasing plan and gas purchases for Tenaska are prudent through the PCA compliance filings.

2.   If PSE’s gas purchasing plan and gas purchases for Tenaska are prudent, and if PSE’s actual Tenaska costs fall at or below the benchmark, it will recover fully its Tenaska costs.

3.   If PSE’s gas purchasing plan and gas purchases for Tenaska are prudent, but its actual Tenaska costs exceed the benchmark, PSE will only recover 50% of the lesser of:

a)   actual Tenaska costs that exceed the benchmark; or

b)   the return on the Tenaska regulatory asset.

4.   If PSE’s gas purchasing plan or gas purchases are found to be imprudent in a future proceeding, PSE risks disallowance of any and all Tenaska costs.

The Washington Commission confirmed that if the Tenaska gas costs are deemed prudent, PSE will recover the full amount of actual gas costs and the recovery of the Tenaska regulatory asset even if the benchmark is exceeded.

In the first quarter 2004, a counterparty of a physical gas supply contract for one of PSE’s electric generating facilities notified PSE that it would be unable to deliver physical gas supply beginning in November 2005 through the end of the contract in June 2008. In October 2004, PSE and the counterparty reached a settlement on the non-deliverable period of November 2005 through June 2008. The agreement allows PSE to recover a portion of the present value of the difference in future market prices of physical gas and the original contract price, for a total recovery of approximately $10.1 million. In October 2004, PSE entered into a new contract with another counterparty for the period November 2005 through June 2008 to replace the physical gas supply from the previously mentioned amended contract. Also, in the fourth quarter 2004, an accounting order was approved by the Washington Commission to defer the counterparty settlement amount as a regulatory liability and amortize the benefit over the period of November 2005 through June 2008 as a reduction in Electric Generation Fuel expense. In its accounting order, the Washington Commission reserved the right to review the prudence of the level of settlement payments agreed to and the cost of the replacement contract during any affected PCA periods going forward.

On June 20, 2002, the Washington Commission issued final regulatory approval of the comprehensive electric rate settlement submitted by PSE, key constituents and customer groups, Washington Commission staff and the Washington State Attorney General’s Public Counsel Section. The authorization granted PSE a 4.6% electric general rate increase that began July 1, 2002, which was intended to generate approximately $59 million in additional revenue annually. In addition, the settlement provided for an 8.76% overall return on capital based on a projected capital structure with an equity component of 40% and an authorized 11% return on common equity. The settlement resolved all electric and gas cost allocation issues and established an 8.76% overall return on capital.

The settlement also included a Power Cost Adjustment (PCA) mechanism that triggers if PSE’s costs to provide customers’ electricity falls outside certain bands from a normalized level of power costs established in the electric general rate case. The cumulative maximum pre-tax earnings exposure due to power cost variations over the four-year period ending June 30, 2006 is limited to $40 million plus 1% of the excess. Upon expiration of the $40 million cumulative cap, the annual power cost variability is subject to the bands in the table below. All significant variable power supply cost drivers are included in the PCA mechanism (hydroelectric generation variability, market price variability for purchased power and surplus power sales, natural gas and coal fuel price variability, generation unit forced outage risk and wheeling cost variability).

Upon expiration of the cumulative cap, the most significant risks are hydroelectric generation variability and wholesale market prices of natural gas and power. On an annual July through June basis, the PCA mechanism apportions increases or decreases in power costs, on a graduated scale, between PSE and its customers in the following manner:

ANNUAL POWER COST AVAILABILITY	CUSTOMERS’ SHARE	COMPANY’S SHARE 1
+/- $20 million	0%	100%
+/- $20 - $40 million	50%	50%
+/- $40 - $120 million	90%	10%
+/- $120 million	95%	5%

__________________________

¹   Over the four-year period July 1, 2002 through June 30, 2006, the Company’s share of pre-tax power cost variations is capped at a cumulative $40 million plus 1% of the excess. Power cost variation after June 30, 2006 will be apportioned on an annual basis, based on the graduated scale.

Interest will be accrued on any overcollection or undercollection of the customers’ share of the excess power cost that is deferred. PSE can request a PCA rate surcharge, if for any 12-month period, the actual or projected deferred power costs exceed $30 million. PSE’s cumulative share of the excess power costs through December 31, 2004 was $35.0 million, principally because of adverse hydroelectric conditions, escalating wholesale gas and power costs in 2003 and 2004 and a May 2004 Washington Commission order in the PCA 1 compliance filing which stated PSE was not prudent in managing the Tenaska electric generation facility gas cost and ordered PSE to adjust its PCA deferral account to reflect a disallowance for the PCA 1 period (July 1, 2002 through June 30, 2003). PSE’s share of the excess power costs, including the effect of the Tenaska disallowance, was $36.5 million in 2004 compared to $34.8 million in 2003. As a result of the Tenaska disallowance reserve, any further increases in variable power costs in excess of the cap under the PCA mechanism through June 2006 would be apportioned 99% to customers and 1% to PSE.  PSE is required to file a compliance filing with the Washington Commission annually by August 31, in relation to the power costs under the PCA mechanism for the relevant 12 month period ending June 30.

The settlement also gave PSE the financial flexibility to rebuild its common equity ratio to at least 39% over a three-and-one-half-year period, with milestones of 34%, 36% and 39% at the end of 2003, 2004 and 2005, respectively. If PSE should fail to meet this schedule, it would be subject to a 2% rate reduction penalty. As of December 31, 2004, PSE has restored its common equity ratio to a 40.1% level, exceeding the required level for 2004 by 4.1%.

In the settlement of the 2001 Electric General Rate Proceeding, the Washington Commission and PSE agreed to create a limited-scope proceeding called a Power Cost Only Rate Case (PCORC) that would periodically reset power cost rates. The main objective of the PCORC proceeding is to provide for timely review of new resource acquisitions and inclusion of those costs into rates by the time the new resource goes into service. To achieve this objective, the Washington Commission and PSE have agreed to a non-binding, expedited five-month timeline rather than the statutory 11-month timeline that is allowed in a general rate case.

On October 24, 2003, PSE filed a PCORC proceeding under this 2001 rate case provision for the acquisition and recovery in rates of a 49.85% interest in the Frederickson 1 generating facility, located in Washington State. On April 23, 2004, the acquisition of the Frederickson 1 generating facility was approved by FERC. Prior to that approval, on April 7, 2004, the Washington Commission issued an order in PSE’s PCORC granting approval for the acquisition of the Frederickson 1 generating facility as well. As a result of these approvals, PSE completed the acquisition in the second quarter 2004. In its order, the Washington Commission found the acquisition to be prudent and the costs associated with the generating facility reasonable. The costs associated with the generating facility, including projected baseline gas costs, are approved for recovery in rates. The Washington Commission subsequently ordered on May 13, 2004, an increase of cost recovery in rates of $44.1 million annually, beginning May 24, 2004, which includes the ownership, operation and fuel costs of the Frederickson 1 generating facility.

RESIDENTIAL AND SMALL FARM EXCHANGE BENEFIT CREDIT

In June 2001, PSE and Bonneville Power Administration (BPA) entered into an amended settlement agreement regarding the Residential Purchase and Sale Program, under which PSE’s residential and small farm customers receive the benefits of federal power. Completion of this agreement enabled PSE to continue to provide a Residential and Farm Energy Exchange Benefit Credit to residential and small farm customers. The amended settlement agreement provides that, for its residential and small farm customers, PSE will receive; (a) cash payment benefits during the period July 1, 2001 through September 30, 2006, and (b) benefits in the form of power or cash payments during the period October 1, 2006 through September 30, 2011. Under the amended settlement agreement regarding the Residential Purchase and Sale Program, PSE reduces residential and small farm customers’ revenue on a per kWh basis through the Residential and Farm Energy Exchange Benefit Credit. The credit has no impact on PSE’s electric margin or net income, as a corresponding reduction is included in purchased electricity expenses.

In June 2002, PSE entered into an agreement with BPA, which modified the payment provisions of the June 2001 amended settlement agreement to provide for conditional deferral of payment by BPA of certain amounts to be paid under the original agreement for an eight month period beginning February 2003, for a total deferral of $27.7 million. Except for certain adjustments tied to a BPA rate adjustment clause, BPA is to begin paying back the amount deferred with interest over a 60-month period beginning October 1, 2006.

In January 2003, PSE filed revised tariff sheets with the Washington Commission to reflect this modification to the agreement between PSE and BPA. The Washington Commission accepted the tariff changes and the Residential and Farm Energy Exchange Benefit Credit was changed to $0.01740 per kWh from $0.01817 per kWh for the period February 15, 2003 through September 30, 2006.

On June 30, 2003, BPA adopted its final Record of Decision in the February 2003 rate case, which established a formula under the BPA rate adjustment clause to be used in adjusting the rate that will affect the level of residential exchange benefits for PSE’s customers. The adjustment under the formula went into effect on October 1, 2003, resulting in both a reduction of benefits of $1.0 million a month for a 12-month period and, under the modified amended settlement agreement mentioned above, an offsetting acceleration of the payment of the above-described $27.7 million deferral. The net result is no change in the cash being received from BPA for the 12-month period, but a reduction in the total benefits to be received in the October 1, 2003 through September 30, 2011 period.

In May 2004, PSE and BPA entered into an agreement that modified the payment of benefits under the amended settlement agreement for the period October 1, 2006 through September 30, 2011. The agreement provides that all benefits in this period will be in the form of cash payments only and defined a new methodology to be used to calculate the residential benefits. In addition, PSE agreed to waive payment of approximately one-half of an available reduction-in-risk discount and deferred payment of the other half of the discount, plus interest, until October 2007.

For 2004 and 2003, the Residential and Farm Energy Exchange Benefit credited to customers was $182.6 million and $181.9 million, respectively, with a related offset to power costs. PSE received payments from BPA in the amount of $175.9 million and $147.9 million during 2004 and 2003, respectively. The difference between the customers’ credit and the amount received from BPA either increases or decreases the previously deferred amount owed to customers. The aggregated deferred amount is recorded on PSE’s balance sheet as restricted cash. Absent certain adjustments tied to the BPA rate adjustment clause described above, the modified amended settlement agreement will provide for payments from BPA in the amount of $630.6 million for the period January 2003 through September 2006 and for a pass-through of the same amount to eligible residential and small farm customers.

There are several actions in the U.S. Ninth Circuit Court of Appeals against BPA, in which the petitioners assert or may assert that BPA acted contrary to law or without authority in deciding to enter into, or in entering into or performing, a number of contracts, including the amended settlement agreement and the May 2004 agreement between BPA and PSE described above. BPA rates used in such amended settlement agreement between BPA and PSE for determining the amounts of money to be paid to PSE by BPA under the amended settlement agreement and other agreements described above during the period October 1, 2001 through September 30, 2006 have been confirmed, approved and allowed to go into effect by FERC. There are also several actions in the U.S. Ninth Circuit Court of Appeals against BPA, in which petitioners assert that BPA acted contrary to law in adopting or implementing the rates or rate adjustment clause upon which the benefits received or to be received from BPA during the October 1, 2001 through September 30, 2006 period are based. It is not clear what impact, if any, review of such rates and the above described U.S. Ninth Circuit Court of Appeals actions may have on PSE.

FERC MATTERS

PSE’s market-based rate tariff was accepted by FERC in an order dated January 29, 1999. Pursuant to this order, PSE is required to file an updated market power analysis every three years. On August 11, 2004, PSE filed an updated market power analysis with FERC as required by a FERC order dated May 13, 2004. The August 11, 2004 filing was supplemented by additional filings on September 24, 2004 and November 19, 2004. On December 20, 2004, FERC issued an order (December 20 order) finding that PSE had not provided sufficient information for FERC to determine if PSE had passed the generation market power screens with respect to wholesale sales within PSE’s control area. The order instituted an investigation under Section 206 of the Federal Power Act (FPA) and established a prospective refund date of February 27, 2005. Both the proceeding and the refund effective date affect only wholesale sales at market-based rates by PSE inside its own control area. On February 1, 2005, PSE submitted to FERC additional information in accordance with the December 20 order. PSE has been in discussions with FERC staff to ensure that this supplemental filing addresses the staff’s issues. Although PSE anticipates a favorable outcome to this matter, there can be no assurance that the outcome will not materially impact PSE.

On November 1, 1999, PSE acquired Encogen Northwest, LP (Encogen) whose sole asset is a natural gas-fired cogeneration facility located in Washington State. With the approval of the Washington Commission, the Encogen facility has been operated as part of PSE’s least cost generation dispatch portfolio to serve its native load obligations since it was acquired in 1999. Two wholly-owned subsidiaries of PSE, GP Acquisition Corporation and LP Acquisition Corporation, are the general and limited partners of Encogen, respectively. On December 29, 2004, PSE filed an application with FERC pursuant to Section 203 of the FPA to transfer the Encogen facility to PSE and eliminate the various subsidiaries via an Agreement and Plan of Merger (Merger). On February 15, 2005, FERC issued an order authorizing the Encogen plant to be transferred to PSE. PSE anticipates completing the Merger in 2005.

GAS REGULATION AND RATES

In 2003, the Washington Commission’s Pipeline Safety staff conducted a natural gas standard inspection for three counties within Washington State in which PSE operates gas pipelines. The inspection included a review of procedures, records and operations and maintenance activities. On June 29, 2004, the Washington Commission issued a complaint to PSE related to that inspection, alleging certain violations of Washington Commission regulations. In December 2004, PSE and the Washington Commission resolved the issues. PSE agreed to a penalty of $0.5 million, and also agreed to update certain natural gas operating practices. PSE’s financial results in 2004 reflect the impact of this penalty. In addition, the resolution included the potential for future penalties of up to $0.2 million in the next ten years if certain operational goals are not met. The Washington Commission approved the settlement on January 31, 2005.

PSE has a PGA mechanism in retail gas rates to recover variations in gas supply and transportation costs. The PGA mechanism passes through to customers these variations in gas rates, and therefore PSE’s gas margin and net income are not affected by changes in the PGA rates. The following rate adjustments were approved by the Washington Commission in relation to the PGA mechanism during 2004, 2003 and 2002:

EFFECTIVE DATE	PERCENTAGE INCREASE (DECREASE) IN RATES	ANNUAL INCREASE (DECREASE) IN REVENUES (DOLLARS IN MILLIONS)
October 1, 2004	17.6%	$121.7
October 1, 2003	13.3%	78.8
April 10, 2003	20.1%	103.6
November 1, 2002	(12.5)%	(70.6	)
September 1, 2002	(7.3)%	(45.0	)
June 1, 2002	(21.2)%	(138.9	)

On February 18, 2005, the Washington Commission approved a 3.5% general tariff gas rate case increase to recover higher costs of providing natural gas service to customers. The rate increase will increase gas revenues by approximately $26.3 million annually, effective March 4, 2005. In the order, the Washington Commission also approved a capital structure containing 43% common equity with a return on common equity of 10.3%. In the proceeding, PSE had filed a request for an increase of 6.3% or $46.2 million annually on final rebuttal during the rate case for gas customers.

On August 28, 2002, the Washington Commission approved a 5.8% gas rate increase in general rates to recover higher costs of providing natural gas services to customers. The increase was intended to provide approximately $35.6 million annually in revenues. This rate increase became effective September 1, 2002.

UTILITY INDUSTRY OVERVIEW

FEDERAL REGULATION

Since the mid-1990s, FERC has required public utilities operating under the FPA to provide open access of their transmission systems to third parties under tariffs approved by FERC. There has been no material effect on the financial statements of PSE as a result of open access.

FERC Order No. 2000, issued on December 20, 1999, required all utilities subject to its jurisdiction that own, operate or control transmission facilities to either voluntarily form or participate in a Regional Transmission Organization (RTO); or, alternatively, describe its efforts to participate in an RTO or obstacles to such participation. PSE has been an active participant in regional efforts to form an RTO in the Pacific Northwest since issuance of Order No. 2000. Currently, PSE is working with nine other utilities on the formation of an RTO in the region known as Grid West. Any decision by PSE to participate in Grid West (or other RTO proposal) will depend on the ultimate form of the organization including terms and conditions for participation. Furthermore, any such decision will require approval of FERC, the Washington Commission and the boards of directors of the participating utilities. PSE cannot predict the outcome of efforts to form or participate in an RTO or whether any future decision to join (or not join) an RTO will have a material impact on the financial condition, results of operations or liquidity of the Company.

On July 31, 2002, FERC issued its Notice of Proposed Rulemaking on Remedying Undue Discrimination through Open Access Transmission Service and Standard Electricity Market Design (SMD NOPR). On April 28, 2003, FERC issued a white paper entitled “Wholesale Power Market Platform” (White Paper) that significantly modified the proposal outlined in the SMD NOPR. A modification of the wholesale electricity markets as provided in either the SMD NOPR or the White Paper would have major implications for the delivery of electric energy throughout the United States. Major elements of FERC’s proposal include: (a) a change to allow FERC to exercise jurisdiction over the non-rate terms and conditions for bundled retail sales, but leave the rate component under state jurisdiction; (b) require vertically integrated utilities to join an RTO or an Independent System Operator (ISO) to operate their transmission systems; and (c) require regions to develop an approach to manage congestion, encourage efficient use of the transmission grid and promote the use of the lowest cost generation. State regulators, congressional delegates and industry representatives have pointed out that the western North American electricity market has unique characteristics that may not readily lend itself to the market design proposed by FERC. In addition, Congress has proposed, but not passed, draft legislation that would require FERC to delay and reconsider its market design proposal. PSE cannot predict the outcome of the SMD NOPR or whether the ultimate resolution will have a material impact on the financial condition, results of operations or liquidity of the Company.

STATE REGULATION

The electric utility business in the State of Washington is fully regulated and provides service to its customers under cost-based tariff rates. PSE is not aware of any proposals or prospects for retail deregulation in the State of Washington.

Since 1986, PSE has been offering gas transportation as a separate service to industrial and commercial customers who choose to purchase their gas supply directly from producers and gas marketers. The continued evolution of the natural gas industry, resulting primarily from FERC Orders 436, 500 and 636, has served to increase the ability of large gas end-users to independently obtain gas supply from third parties and transportation services directly from the interstate pipelines or other third parties. Although PSE has not lost any substantial industrial or commercial load as a result of such activities, in certain years up to 160 customers annually have taken advantage of unbundled transportation service. In 2004, 129 commercial and industrial customers, on average, chose to use such service. The shifting of customers between sales and transportation service does not materially impact utility margin, as PSE earns similar margins on transportation service as it does on large-volume, interruptible gas sales.

ELECTRIC OPERATING STATISTICS

TWELVE MONTHS ENDED DECEMBER 31	2004			2003			2002
Generation and purchased power, MWh
Company-controlled resources		7,048,270			6,965,840			6,996,276
Contracted resources		9,421,546			11,021,471			12,085,729
Non-firm energy purchased1		6,164,457			5,179,302			4,795,045
Total generation and purchased power		22,634,273			23,166,613			23,877,050
Less: losses and company use		(1,432,686	)		(1,338,401	)		(1,341,126	)
Total energy sales, MWh		21,201,587			21,828,212			22,535,924
Electric energy sales, MWh
Residential		10,028,150			9,845,854			9,845,527
Commercial		8,449,566			8,222,166			8,012,538
Industrial		1,352,660			1,372,815			1,416,107
Other customers		94,034			93,438			90,840
Total energy billed to customers		19,924,410			19,534,273			19,365,012
Unbilled energy sales - net increase (decrease)		(40,217	)		65,082			(102,811	)
Total energy sales to customers		19,884,193			19,599,355			19,262,201
Sales to other utilities and marketers1		1,317,394			2,228,857			3,273,723
Total energy sales, MWh		21,201,587			21,828,212			22,535,924
Less: optimization purchases for sales to other utilities and marketers		--			(62,200	)		(2,596,505	)
Transportation, including unbilled		1,988,965			2,020,562			2,307,081
Net electric energy sales and transported, MWh		23,190,552			23,786,574			22,246,500

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¹   Non-firm energy purchased and Sales to other utilities and marketers in 2003 and 2002 were revised as a result of Emerging Issues Task Force Issue No. 03-11, “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03” (EITF No. 03-11), which became effective January 1, 2004. MWh from other utility and marketers/non-firm energy purchased in 2003 and 2002 were reduced 2,941,707 MWh and 2,789,353 MWh, respectively.

TWELVE MONTHS ENDED DECEMBER 31	2004			2003			2002
Electric operating revenues by classes (thousands):
Residential	$	628,869		$	603,722		$	616,522
Commercial		580,973			556,038			536,021
Industrial		88,779			88,201			90,121
Other customers		58,007			54,259			26,500
Operating revenues billed to customers1		1,356,628			1,302,220			1,269,164
Unbilled revenues - net increase (decrease)		(813	)		4,193			(7,118	)
Total operating revenues from customers		1,355,815			1,306,413			1,262,046
Transportation, including unbilled		10,707			11,542			15,551
Sales to other utilities and marketers2		56,512			84,994			75,595
Less: optimization purchases for sales to other utilities and marketers		--			(2,206	)		(64,448	)
Total electric operating revenues	$	1,423,034		$	1,400,743		$	1,288,744
Number of customers served (average):
Residential		874,205			854,088			839,878
Commercial		109,660			108,479			104,273
Industrial		3,953			3,952			3,953
Other		2,194			2,060			1,932
Transportation		17			16			16
Total customers (average)		990,029			968,595			950,052
Average retail revenues per kWh sold:
Residential	$	0.0627		$	0.0617		$	0.0632
Commercial		0.0688			0.0680			0.0675
Industrial		0.0656			0.0650			0.0649
Average retail revenue per kWh sold		0.0655			0.0646			0.0651
Average revenue billed to residential customers	$	719		$	711		$	741
Average kWh used by residential customers		11,471			11,528			11,723
Heating degree days		4,421			4,527			4,946
Percent of normal - NOAA 30-year average		91.8	%		94.4	%		103.1	%
Load factor		53.5	%		58.9	%		61.6	%

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1   Operating revenues in 2004, 2003 and 2002 were reduced by $0.8 million, $7.7 million and $12.7 million, respectively, as a result of the Company’s sale of $237.7 million of its investment in customer-owned conservation measures in 1995 and 1997. Beginning in July 2003, these related revenues were consolidated as a result of Financial Accounting Standards Board Interpretation No. 46. (See Operating Revenues-Electric in Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements.) As of October 2004, the conservation trust bond was fully redeemed and any excess collection was recorded as a reduction in revenues.

2   Sales to other utilities and marketers in 2003 and 2002 were revised as a result of Emerging Issues Task Force Issue No. 03-11, “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03” (EITF No. 03-11), which became effective January 1, 2004. Revenues from other utilities and marketers in 2003 and 2002 were reduced by $108.7 million and $77.1 million, respectively

ELECTRIC SUPPLY

At December 31, 2004, PSE’s electric power resources were approximately 4,351 MW. PSE’s historical peak load of approximately 4,847 MW occurred on December 21, 1998. In order to meet an extreme winter peak load, PSE supplements its electric power resources with winter-peaking call options and other instruments that may include, but are not limited to, weather-related hedges and exchange agreements. During 2004, PSE’s total electric energy production was supplied 31.1% by its own resources, 23.1% through long-term contracts with several of the Washington Public Utility Districts (PUDs) that own hydroelectric projects on the Columbia River, and 18.6% from other firm purchases. Short-term wholesale purchases, net of sales to other utilities and marketers, accounted for 22.7% of energy production in 2004.

The following table shows PSE’s electric energy supply resources at December 31, 2004 and 2003, and energy production during the year:

	PEAK POWER RESOURCES AT DECEMBER 31,										ENERGY PRODUCTION
	2004					2003					2004					2003
	MW		%			MW		%			MWh		%			MWh		%
Purchased resources:
Columbia River PUD contracts		1,350		31.0	%		1,349		30.0	%		5,231,691		23.1	%		5,191,346		22.4	%
Other hydroelectric1		177		4.1	%		177		3.9	%		600,557		2.7	%		622,900		2.7	%
Other producers1		1,011		23.2	%		1,210		26.9	%		3,589,298		15.9	%		5,207,225		22.5	%
Short-term wholesale energy purchases2		N/A		N/A			N/A		N/A			6,164,457		27.2	%		5,179,302		22.4	%
Total purchased		2,538		58.3	%		2,736		60.8	%		15,586,003		68.9	%		16,200,773		70.0	%
Company-controlled resources:
Hydroelectric		234		5.4	%		304		6.7	%		1,130,180		5.0	%		1,238,900		5.3	%
Coal		677		15.6	%		677		15.1	%		5,119,002		22.6	%		4,950,734		21.4	%
Natural gas/oil		902		20.7	%		778		17.4	%		799,088		3.5	%		776,206		3.3	%
Total Company-controlled		1,813		41.7	%		1,759		39.2	%		7,048,270		31.1	%		6,965,840		30.0	%
Total		4,351		100.0	%		4,495		100.0	%		22,634,273		100.0	%		23,166,613		100.0	%

__________________________

1   Power received from other utilities is classified between hydroelectric and other producers based on the character of the utility system used to supply the power or, if the power is supplied from a particular resource, the character of that resource.

²   Short-term wholesale purchases net of resales of 1,317,394 MWh and 2,228,857 MWh account for 22.7% and 14.1% of energy production for 2004 and 2003, respectively.

LEAST COST PLAN

PSE filed its electric Least Cost Plan on April 30, 2003 with the Washington Commission. The plan supported a strategy of diverse electric power resource acquisitions including resources fueled by natural gas and coal, renewable resources (e.g. wind) and shared resources. A Least Cost Plan Update was filed in August 2003, which integrated efficiency programs into the resource mix. The Least Cost Plan was followed with the proposed acquisition of a gas combined-cycle combustion turbine, and the issuing of a wind resource Request for Proposal (RFP) in December 2003. An all-source RFP was issued in February 2004. PSE is in the process of updating its Least Cost Plan which is expected to be filed with the Washington Commission in the first half of 2005.

Based upon PSE’s projected customer usage for electricity and its current electric generation resources, PSE projects that future energy needs will exceed current purchased and Company-controlled power resources. The projected MW shortfall at December 31, 2004 for the period 2006-2010 is as follows:

	2006	2007	2008	2009	2010
Projected MW Shortfall1	208	263	305	360	457

__________________________

1   Estimated using all resources under long-term contract and Company-controlled resources. Also includes anticipated acquisitions of the Hopkins Ridge and Wild Horse wind projects which are currently under review.

PSE signed a non-binding letter of intent on October 29, 2004 to acquire a 100% interest in a 150 MW (52 average MW) wind powered electric generation facility to be developed in eastern Washington State. PSE anticipates spending up to $200 million on the project, which it will solely own once complete. This total includes approximately $180 million to acquire and construct the wind plant, $10 million to fund upgrades to the transmission systems of BPA and other regional transmission providers and approximately $10 million on financing and other costs. The proposed purchase transaction could occur as early as the end of the first quarter 2005, and if completed, construction on the project is anticipated to be completed sometime between late 2005 and mid 2006.

On September 1, 2004, PSE signed a second non-binding letter of intent to acquire a 100% interest in a 230 MW (77 average MW) wind powered electric generation facility to be developed in central Washington State. The estimated cost of the project is approximately $300 million, depending on design options. The proposed transaction is anticipated to be completed on or before January 1, 2006 and construction on the project is anticipated to be completed in 2006.

COMPANY – CONTROLLED ELECTRIC GENERATION RESOURCES

At December 31, 2004, PSE has the following plants with an aggregate net generating capacity of 1,813 MW:

PLANT NAME	PLANT TYPE	NET CAPACITY (MW)	YEAR INSTALLED
Colstrip Units 1 & 2 (50% interest)	Coal	307	1975 & 1976
Colstrip Units 3 & 4 (25% interest)	Coal	370	1984 & 1986
Fredonia Units 1 & 2	Dual-fuel combustion turbines	207	1984
Fredrickson Units 1 & 2	Dual-fuel combustion turbines	147	1981
Whitehorn Units 2 & 3	Dual-fuel combustion turbines	147	1981
Fredonia Units 3 & 4	Dual-fuel combustion turbines	107	2001
Frederickson Unit 1 (49.85% interest)	Natural gas combined cycle	124	2002; Purchased 2004
Encogen	Natural gas cogeneration	167	1993
Crystal Mountain	Internal combustion	3	1969
Upper Baker River	Hydroelectric	91	1959
Lower Baker River	Hydroelectric	79	Reconstructed 1960; Upgraded 2001
Snoqualmie Falls	Hydroelectric	42	1898 to 1911 and 1957
Electron	Hydroelectric	22	1904 to 1929

COLSTRIP GENERATING FACILITY

In June 2004, PSE and Western Energy Company (WECO), the supplier of coal to Colstrip Units 1 & 2, entered into a binding arbitration and settled a dispute concerning prices paid for coal supplied. The binding decision retroactively set a new baseline cost per ton of coal purchased by PSE for Colstrip Units 1 & 2 supplied from July 31, 2001, and is applicable for the remaining term of the coal supply agreement through December 2009. The decision resulted in a $6.9 million charge that was recorded in the second quarter 2004. Of the $6.9 million charge, $5.0 million was included in the PCA mechanism. PSE had previously accrued a $1.6 million reserve in the fourth quarter 2003 related to the arbitration.

On April 29, 2004, the Minerals Management Service of the United States Department of the Interior (MMS) issued an order to WECO to pay additional royalties concerning coal purchased by PSE for Colstrip Units 3 & 4. The order seeks payment of an additional $1.1 million in royalties for coal mined from federal land between 1997 and June 30, 2000. During that period, PSE’s coal price was reduced by a settlement agreement entered into in February 1997 among PSE, WECO and Montana Power Company that resolved disputes that were then pending. The order seeks to impute the price charged to PSE based on the other Colstrip Units 3 & 4 owners’ contractual amounts. PSE is supporting WECO’s appeal of the order, but is also evaluating the basis of the claim. PSE accrued a loss reserve in the amount of $1.1 million in connection with this matter in the second quarter 2004.

In addition, the MMS issued two orders to WECO in 2002 and 2003 to pay additional royalties concerning coal sold to Colstrip Units 3 & 4 owners. The orders assert that additional royalties are owed as a result of WECO not paying royalties in connection with revenue received by WECO from the Colstrip Units 3 & 4 owners under a coal transportation agreement during the period October 1, 1991 through December 31, 2001. PSE’s share of the alleged additional royalties is $1.8 million, which is equivalent to PSE’s 25% ownership interest in Colstrip Units 3 & 4. Other parties may attempt to assert claims against WECO if the MMS position prevails. The transportation agreement provides for the construction and operation of a conveyor system that runs several miles from the mine to Colstrip Units 3 & 4. WECO has appealed these orders and PSE is monitoring the process. PSE believes that the Colstrip Units 3 & 4 owners have reasonable defenses in this matter based upon its review. Neither the outcome of this matter nor the associated costs can be predicted at this time.

In September 2004, the owners of Colstrip Units 1 & 2 (PSE and PPL Montana) entered into a tentative settlement agreement with certain homeowners in the Colstrip town site area concerning a lawsuit filed in May 2003. In December 2004, the plaintiffs retained new counsel and postponed further settlement discussions until more discovery is completed. The lawsuit alleged certain domestic water wells may have been contaminated by seepage from a Colstrip Units 1 & 2 effluent holding pond. The tentative settlement agreement would require extending municipal water to the homeowners and abandoning the existing wells. The total estimated cost of the settlement ranges from $1.4 million to $1.5 million. As a result of this tentative settlement agreement, PSE recorded a $0.7 million reserve in the third quarter 2004 for its 50% ownership of the Colstrip Units 1 & 2 project. The settlement agreement would not resolve certain other claims by residents within the city limits. PSE cannot predict the outcome or any potential financial impact of the claims by the residents within the city limits at this time.

FERC HYDROELECTRIC PROJECTS AND LICENSES

As part of its hydroelectric operations, PSE is required to obtain licenses from FERC. A typical license contains mandatory conditions of operation, such as flow rate requirements, adherence to certain ramping protocols for outages, maintenance of reservoir levels, equipment upgrade projects, and fish and wildlife mitigation projects. The licensing and relicensing processes involve harmonizing conflicting rights and obligations of numerous governmental, non-governmental and private parties, and dealing with issues that may include environmental compliance, fish protection and mitigation, water quality, Native American rights, title claims, operational and capital improvements, and flood control. As a result, a number of political, compliance and financial risks can arise from the licensing and relicensing processes.

PSE owns three hydroelectric projects: the Baker River project, the Snoqualmie Falls project and the Electron project. The White River project ceased operations as a hydroelectric generating resource in January 2004. The Baker River and Snoqualmie Falls projects are operating under the jurisdiction of FERC. FERC regulates dam safety and administers proceedings under the FPA to license jurisdictional hydropower projects. FERC licenses are generally issued for a term of 30 to 50 years.

Baker River project. The Baker River project consists of the Lower Baker Development (constructed in 1925) and the Upper Baker Development (constructed in 1959). The Baker River project’s current license expires on April 30, 2006, and PSE submitted an application for a new license to FERC on April 30, 2004. On November 30, 2004, PSE and 23 parties comprised of federal, state and local governmental organizations, Native American Indian tribes, environmental and other nongovernmental entities filed a proposed comprehensive settlement agreement on all issues relating to the relicensing of the Baker River project. The proposed settlement includes a set of proposed license articles and, if approved by FERC without material modification, would allow a new license for 45 years or more. The proposed settlement would require an investment of approximately $360 million (capital expenditures and operations and maintenance cost) in order to implement the conditions of the new license over the next 30 years. The proposed settlement is subject to contingencies that have yet to be resolved and is subject to additional regulatory approvals yet to be attained from various agencies. FERC has not yet ruled on the proposed settlement and its ultimate outcome remains uncertain. Assuming that settlement contingencies are resolved and additional regulatory approvals are obtained in a timely manner and on favorable terms, a decision by FERC could occur by April 2006.

Snoqualmie Falls project. The Snoqualmie Falls project, built in 1898, had its original license issued May 13, 1975, which was made effective retroactive to March 1, 1956, and expired on December 31, 1993. PSE filed its application to relicense the project on November 25, 1991, and operated the project pursuant to annual licenses issued by FERC since the original license expired. On June 29, 2004, FERC granted PSE a new 40-year operating license for the Snoqualmie Falls project. PSE estimates that the investment required to implement the conditions of the new license agreement will cost approximately $44 million. These conditions include modified operating procedures and various project upgrades that include better protection of fish, development of riparian habitat to promote fish propagation, increased minimum flows in the Snoqualmie River during low-water periods and the development of recreational amenities near the down-river power house. On July 29, 2004, the Snoqualmie Tribe and certain other parties filed a request for rehearing of the new license and a request to stay the FERC license. FERC has not ruled on this request and the outcome remains uncertain. In the meantime, because a stay has not been issued, the Company is proceeding with its plan of rehabilitation necessary to comply with the terms of the new license.

Electron project. The Electron project was built in 1904. The project’s capacity is currently 22 MW. In 1977, the project was determined to be a “pre-1935” project under the FPA and therefore not subject to FERC jurisdiction. In this status, the project can continue to operate without a FERC license absent “post-1935” construction of a nature sufficient to invoke FERC’s jurisdiction. PSE does not anticipate undertaking any betterments or improvements to the project that would entail “post-1935” construction.

The project also operates in compliance with the terms and conditions of a “Resource Enhancement Agreement” with the Puyallup Indian Tribe. This agreement resolved the Tribe’s long-standing claims for resource and other damages allegedly associated with the construction and operation of the project. The agreement also provides that in 2018 PSE must decide to either retire the project by 2026 or, in lieu of retirement, undertake significant upgrades that would likely invoke FERC jurisdiction. The outcome of these deliberations is not expected to have a material impact upon the financial condition, results of operations or liquidity of the Company.

White River project. The White River project was built in 1911 and was operated as a hydropower facility until January 15, 2004. PSE submitted a license application to FERC in 1983, and in December 1997, FERC issued a proposed license for the project. PSE appealed the 1997 license because it contained terms and conditions that would render ongoing operations of the project uneconomic relative to alternative resources. In November 2003, PSE determined that it could no longer continue to economically operate the project due to additional conditions primarily related to two listings under the Endangered Species Act. On December 23, 2003, PSE notified FERC that it rejected the 1997 license for the White River project and on January 15, 2004, generation of electricity ceased at the White River project. PSE is actively seeking to sell the project to one or more entities interested in maintaining the reservoir for commercial purposes.

In the PCORC Order issued on April 7, 2004, the Washington Commission approved PSE’s recovery on the unamortized White River plant investment. At December 31, 2004, the White River project net book value totaled $65.1 million, which included $46.4 million of net utility plant, $14.8 million of capitalized FERC licensing costs, $3.1 million of costs related to construction work in progress, and $0.8 million related to dam operations and safety. PSE sought recovery of the relicensing, other construction work in progress and dam operations and safety costs totaling $18.7 million in its general rate filing of April 2004, over a 10-year amortization period. In the third quarter 2004, the Washington Commission staff recommended that PSE be allowed recovery of the White River net utility plant costs noted above, but defer any amortization of the FERC licensing and other costs until all costs and any sales proceeds are known. In its February 18, 2005 general rate case order, the Washington Commission found this treatment reasonable, and adopted all of the staff recommendations.

In January 2001, certain environmental groups gave notice of their intent to sue for alleged violations of the Endangered Species Act, but no such lawsuit has been filed. In May 2004, the Puyallup Indian Tribe gave PSE notice of intent to sue for an alleged violation of water quality laws associated with the release of water from the White River project reservoir. No such lawsuit has been filed and PSE is in discussion with the Puyallup Indian Tribe regarding their concerns. Additionally, PSE has sought, and is awaiting, further direction from the Washington State Department of Ecology (Ecology) as to whether any additional actions are necessary to maintain compliance with applicable water quality laws.

Homeowners and others interested in preserving the project reservoir (Lake Tapps) have expressed concern over the possible loss of the reservoir and there has been a solicitation of interest in a potential lawsuit against PSE to preserve the reservoir, but no such lawsuit has been filed to date.

In September 2004, the Company renewed its contract with the United States Army Corps of Engineers (COE) to maintain operation of the White River diversion dam to support the COE’s ongoing operation of its Mud Mountain Dam fish passage facilities. The agreement provides for reimbursement of a portion of PSE’s operating costs and directs PSE to operate the diversion dam in accordance with measures determined by federal agencies to be necessary to protect listed species and habitat. This contract expires in September 2005, although the COE has expressed its desire to extend the term for a period of time necessary to allow the COE to develop a plan to acquire the diversion dam from the Company.

In June 2003, Ecology approved an application for new municipal water rights related to the White River project reservoir. This approval was sought in connection with PSE’s ongoing efforts to sell the White River project to be used for commercial purposes. An appeal of Ecology’s decision approving the new municipal water rights was subsequently filed with the Washington State Pollution Control Hearings Board. In July 2004, this decision was remanded back to Ecology for further analysis of non-hydropower operations. The Company has been advised by Ecology that Ecology anticipates issuing a revised decision by the end of 2005; however, no firm date has been set for any such revised decision. Any proceeds from the sale of the White River water rights will reduce the balance of the deferred regulatory asset. Neither the outcome of this matter nor any potential associated costs can be predicted at this time.

COLUMBIA RIVER ELECTRIC ENERGY SUPPLY CONTRACTS

During 2004, approximately 23.1% of PSE’s energy output was obtained at an average cost of approximately $0.0146 per kWh through long-term contracts with several of the Washington PUDs that own and operate hydroelectric projects on the Columbia River. PSE’s purchases of power from the Columbia River projects are on a “cost of service” basis under which PSE pays a proportionate share of the annual debt service and operating and maintenance costs of each project in proportion to the contractual shares that PSE has rights to from such project. Such payments are not contingent upon the projects being operable, which means PSE is required to make the payments even if power is not being delivered. These projects are financed through substantially level debt service payments, and their annual costs may vary over the term of the contracts as additional financing is required to meet the costs of major repairs, replacements, license requirements, or changes to annual operating and maintenance expenses are required.

PSE has contracted to purchase from Chelan County PUD (Chelan) a 50% share of the output of the original units of the Rock Island project, which percentage will remain unchanged for the duration of the contract which expires in 2012. PSE has also contracted to purchase the output of the additional Rock Island units for the duration of the contract. As of December 31, 2004, PSE’s aggregate capacity from all units of the Rock Island project was 413.9 MW. PSE’s share of output of the additional Rock Island units may be reduced by up to 10% per year. On July 1, 2000, Chelan began withdrawing 5% of the power from the additional Rock Island units for use in meeting its local load. The maximum withdrawal that Chelan may make from the additional units is 50%. The schedule of withdrawals by Chelan for the additional Rock Island units is as follows:

DATE OF WITHDRAWAL	WITHDRAWAL PERCENTAGE	PSE % OF CAPACITY AFTER WITHDRAWAL
February 1, 2005	10%	65%
July 1, 2005	10%	55%
November 1, 2006	5%	50%

PSE has contracted to purchase from Chelan 38.9% (505 MW of peak capacity as of December 31, 2004) of the annual output of the Rocky Reach project, which percentage remains unchanged for the remainder of the contract which expires in 2011.

PSE has contracted to purchase from Douglas County PUD 31.3% (261 MW as of December 31, 2004) of the annual output of the Wells project, the percentage of which remains unchanged for the remainder of the contract which expires in 2018. Early in 2003, the Colville Confederated Tribes (Colville Tribe) presented a claim to Douglas County PUD based upon allegedly unpaid past annual charges for the Wells Hydroelectric project for the use of Colville Tribal lands. The Colville Tribe also claimed that annual charges would be due for periods into the future. On November 1, 2004, Douglas County PUD entered into a settlement with the Colville Tribe concerning claims that the Colville Tribe had asserted against Douglas County PUD for the use by the Wells project of Tribal lands. PSE approved the settlement and participated in the filing Douglas County PUD made on November 23, 2004 seeking FERC approval. The settlement was approved in a FERC order on February 11, 2005. It is unlikely that any party will seek a rehearing of that FERC order, of which the deadline for doing so is March 13, 2005. When the settlement becomes final, the effects on PSE will be through modestly increased power costs, and a reduction in the amount of power delivered to PSE due to the allocation to the Colville Tribe. The Colville Tribe’s allocation will be treated as an encroachment to the project, thus reducing the amount of power available for purchase by others.

PSE has contracted to purchase from Grant County PUD 8.0% (72 MW as of December 31, 2004) of the annual output of the Priest Rapids Development and 10.8% (98 MW of peak capacity as of December 31, 2004) of the annual output of the Wanapum Development, which percentages remain unchanged for the remainder of the original contract terms which expire in 2005 and 2009, respectively. On December 28, 2001, PSE signed a contract offer for new contracts for the Priest Rapids and Wanapum Developments. On April 12, 2002, PSE signed amendments to those agreements which are technical clarifications of certain sections of the agreements. Under the terms of these contracts, PSE will continue to obtain capacity and energy for the term of any new FERC license to be obtained by Grant County PUD. Grant County PUD filed an application for new license for the Priest Rapids project on October 29, 2003. The new contracts’ terms begin in November 2005 for the Priest Rapids Development and in November 2009 for the Wanapum Development. Unlike the current contracts, in the new contracts, PSE’s share of power from the developments declines over time as Grant County PUD’s load increases.

On March 8, 2002, the Yakama Nation filed a complaint with FERC which alleged that Grant County PUD’s new contracts unreasonably restrain trade and violate various sections of the FPA and Public Law 83-544. On November 21, 2002, FERC dismissed the complaint while agreeing that certain aspects of the complaint had merit. As a result, FERC has ordered Grant County PUD to remove specific sections of the contract which constrain the parties to the Grant County PUD contracts from competing with Grant County PUD for a new license. A rehearing was requested but was denied by FERC on April 16, 2003. Both the Yakama Nation and Grant County PUD have appealed the FERC decision and the appeals have been consolidated in the Ninth Circuit Court of Appeals.

ELECTRIC ENERGY SUPPLY CONTRACTS AND AGREEMENTS WITH OTHER UTILITIES

PSE has entered into long-term firm purchased power contracts with other utilities in the West region. PSE is generally not obligated to make payments under these contracts unless power is delivered.

Under a 1985 settlement agreement with BPA relating to Washington Public Power Supply System Nuclear Project No. 3 (WNP-3), in which PSE had a 5 percent interest, PSE is entitled to receive exchange energy from BPA during the months of November through April. The power PSE receives, which amounts to 47 average MW of energy and 82 MW of capacity for contract year 2004-2005, is tied to the equivalent annual availability factor of several surrogate nuclear plants similar in design to WNP-3. BPA has an option to request that PSE deliver up to 63 MW of exchange energy to BPA in all months except May, July and August for contract year 2004 - 2005. The contract terminates June 30, 2017, but may be ended earlier if the number of surrogate operating years of the longest running surrogate unit is less than 30 years.

On October 1, 1989, PSE signed a contract with The Montana Power Company, which subsequently sold its utility assets to NorthWestern Corporation (NorthWestern) in 2002. Under the contract, NorthWestern provides PSE 71 average MW of energy (97 MW of peak capacity) over a 21-year period. This contract expires in December 2010. On November 1, 2004 NorthWestern emerged from bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. PSE has several long-term contracts with NorthWestern under which PSE jointly owns facilities or purchases power or transmission services from NorthWestern. During the bankruptcy proceeding NorthWestern affirmed its continued performance under all of these agreements.

In January 1992, PSE executed an exchange agreement with Pacific Gas & Electric Company (PG&E). Under the agreement, 300 MW of capacity together with up to 413,000 MWh of energy are exchanged seasonally each year. No payments are made under this agreement. PG&E is a summer peaking utility and provides power during the months of November through February. PSE is a winter peaking utility and provides power during the months of June through September. Each party may terminate the contract upon notifying the other party at least five years in advance.

In February 1996, a 10-year power exchange agreement between PSE and Powerex (a subsidiary of a British Columbia, Canada utility) became effective. Under this agreement, Powerex pays PSE for the right to deliver up to 1,200,000 MWh annually to PSE at the Canadian border in exchange for PSE delivering power to Powerex at various locations in the United States. The agreement also allows Powerex to make up any exchange volumes not used up to two years after the end of the annual period.

ELECTRIC ENERGY SUPPLY CONTRACTS AND AGREEMENTS WITH NON-UTILITY GENERATORS

As required by the federal Public Utility Regulatory Policies Act, PSE has entered into long-term firm purchased power contracts with non-utility generators. The most significant of these are the contracts described below which PSE entered into in 1989, 1990, and 1991 with operators of natural gas-fired cogeneration projects. PSE purchases the net electrical output of these three projects at fixed and annually escalating prices, which were intended to approximate PSE’s avoided cost of new generation projected at the time these agreements were made.

On February 24, 1989, PSE executed a 20-year contract to purchase 108 average MW of energy and 123 MW of capacity, beginning in April 1993, from Sumas Cogeneration Company, LP, which owns and operates a natural gas-fired cogeneration project located in Sumas, Washington.

On June 29, 1989, PSE executed a 20-year contract to purchase 70 average MW of energy and 80 MW of capacity, beginning October 11, 1991, from the March Point Cogeneration Company (March Point), which owns and operates a natural gas-fired cogeneration facility known as March Point Phase I located at the Equilon refinery in Anacortes, Washington. On December 27, 1990, PSE executed a second contract (having a term coextensive with the first contract) to purchase an additional 53 average MW of energy and 60 MW of capacity, beginning in January 1993, from another natural gas-fired cogeneration facility owned and operated by March Point, which facility is known as March Point Phase II and is located at the Equilon refinery in Anacortes, Washington.

On March 20, 1991, PSE executed a 20-year contract to purchase 216 average MW of energy and 245 MW of capacity, beginning in April 1994, from Tenaska Washington Partners, LP, which owns and operates a natural gas-fired cogeneration project located near Ferndale, Washington. In December 1997 and January 1998, PSE and Tenaska Washington Partners entered into revised agreements in which PSE became the principal natural gas supplier to the project and power purchase prices under the Tenaska contract were revised to reflect market-based prices for the natural gas supply. PSE obtained an order from the Washington Commission creating a regulatory asset related to the $215 million restructuring payment. Under terms of the order, PSE was allowed to accrue as an additional regulatory asset one-half the carrying costs of the deferred balance over the first five years, which ended December 2002. The balance of the regulatory asset at December 31, 2004 was $202.0 million, which will be recovered in electric rates through 2011.

In December 1999, PSE bought out the remaining 8.5 years of one of the natural gas supply contracts serving Encogen from Cabot Oil & Gas Corporation (Cabot) which provided approximately 60% of the plant’s natural gas requirements. PSE became the replacement gas supplier to the project for 60% of the supply under the terms of the Cabot agreement. The balance of the regulatory asset at December 31, 2004 was $9.3 million, which will be recovered in electric rates through 2008.

ELELCTRIC TRANSMISSION CONTRACTS WITH OTHER UTILITIES

PSE has entered into numerous transmission contracts with BPA to integrate electric generation resources and energy contracts into the PSE system to serve native load. These transmission contracts specify that PSE will pay for transmission service based on the contracted megawatt level of demand, regardless of actual use. Other agreements, notably the Westside Northern Intertie Agreement and the AC Intertie Capacity Ownership Agreement provide capacity ownership type rights to PSE. PSE’s annual charges are also based on contracted megawatt amounts. Capacity on these agreements that are not committed for native load or other uses are available for sale to third parties on PSE’s Open Access Same Time Information System (OASIS). PSE purchases short term transmission services from a variety of providers, including BPA.

The transmission agreements with BPA provide, among other things, the integration of PSE’s energy resources including PSE’s share of the Mid-Columbia hydroelectric projects, the Colstrip project and the PG&E exchange. The agreements have various terms ranging from specified dates in the 1 to 14 year time frame to life-of-facilities, the latter being in effect as long as the transmission facilities themselves are fully functional. Collectively, the agreements have an aggregate demand limit in excess of 2,200 MW.

In April 2004, PSE entered into a two-year contract with BPA to integrate the output of PSE’s recently acquired share of the Frederickson 1 plant. The hourly demand limit of this contract is 150 MW.

PSE’s transmission expenses for integrating its firm resources was $34.7 million in 2004. The transmission rates used by BPA for these contracts are effective through September 30, 2005. BPA rates change from time to time based upon BPA’s rate cases.

On December 6, 2004, BPA offered a proposed transmission rate case settlement agreement to BPA’s transmission customers. Under the terms of the settlement agreement, the BPA IR Rate, the rate at which PSE receives the vast majority of its transmission service from BPA, will increase 17.6%. On January 6, 2005, BPA reached settlement with all its customers. BPA must file the settlement agreement with FERC and wait for FERC’s approval before rates can go into effect. It is anticipated that rates will go into effect October 1, 2005.

GAS OPERATING STATISTICS

TWELVE MONTHS ENDED DECEMBER 31	2004		2003		2002
Gas operating revenues by classes (thousands):
Residential	$	478,969	$	401,717	$	428,569
Commercial firm		187,262		149,671		167,434
Industrial firm		30,472		24,164		28,312
Interruptible		46,900		34,046		48,889
Total retail gas sales		743,603		609,598		673,204
Transportation services		12,968		13,796		12,851
Other		12,735		10,836		11,100
Total gas operating revenues	$	769,306	$	634,230	$	697,155
Number of customers served (average):
Residential		605,505		583,439		565,003
Commercial firm		48,457		46,813		45,916
Industrial firm		2,678		2,685		2,727
Interruptible		576		611		650
Transportation		129		134		122
Total customers		657,345		633,682		614,418
Gas volumes, therms (thousands):
Residential		489,036		500,116		500,672
Commercial firm		217,346		216,951		218,716
Industrial firm		36,751		36,890		39,142
Interruptible		65,425		61,739		81,045
Total retail gas volumes, therms		808,558		815,696		839,575
Transportation volumes		201,642		209,497		207,852
Total volumes		1,010,200		1,025,193		1,047,427
Working gas volumes in storage at year end, therms (thousands):
Jackson Prairie		70,986		60,365		64,583
Clay Basin		55,044		49,314		51,225
Average therms used per customer:
Residential		808		857		886
Commercial firm		4,485		4,634		4,763
Industrial firm		13,723		13,739		14,354
Interruptible		113,585		101,046		124,685
Transportation		1,563,116		1,563,410		1,703,705
Average revenue per customer:
Residential	$	791	$	689	$	759
Commercial firm		3,864		3,197		3,647
Industrial firm		11,379		9,000		10,382
Interruptible		81,424		55,722		75,214
Transportation		100,527		102,955		105,336
Average revenue per therm sold:
Residential	$	0.979	$	0.803	$	0.855
Commercial firm		0.862		0.690		0.766
Industrial firm		0.829		0.655		0.723
Interruptible		0.717		0.551		0.603
Average retail revenue per therm sold		0.920		0.747		0.802
Transportation		0.064		0.066		0.062

GAS SUPPLY

PSE currently purchases a blended portfolio of gas supplies ranging from long-term firm to daily gas supplies from a diverse group of major and independent natural gas producers and marketers in the United States and Canada. PSE also enters into short-term physical and financial fixed price derivative instruments to hedge the cost of gas to serve its customers. All of PSE’s gas supply is ultimately transported through the facilities of Williams Northwest Pipeline Corporation (NWP), the sole interstate pipeline delivering directly into the western Washington area. Delivery of gas supply to PSE’s gas system is therefore dependent upon the operations of NWP.

	2004					2003
PEAK FIRM GAS SUPPLY AT DECEMBER 31		Dth per Day		%			Dth per Day		%
Purchased gas supply:
British Columbia		198,000		22.7	%		171,000		20.0	%
Alberta		50,000		5.7	%		78,000		9.2	%
United States		145,000		16.6	%		100,000		11.7	%
Total purchased gas supply		393,000		45.0	%		349,000		40.9	%
Purchased storage capacity:
Clay Basin		48,000		5.5	%		55,800		6.5	%
Jackson Prairie		55,100		6.3	%		55,100		6.4	%
LNG		70,500		8.1	%		70,500		8.2	%
Total purchased storage capacity		173,600		19.9	%		181,400		21.1	%
Owned storage capacity:
Jackson Prairie		294,700		33.7	%		294,700		34.4	%
Propane-air and other		12,500		1.4	%		30,500		3.6	%
Total owned storage capacity		307,200		35.1	%		325,200		38.0	%
Total peak firm gas supply		873,800		100.0	%		855,600		100.0	%
Other and commitments with third parties		(53,100	)				(53,200	)
Total net peak firm gas supply		820,700					802,400

 All peak firm gas supplies and storage are connected to PSE’s market with firm transportation capacity.

For baseload and peak-shaving purposes, PSE supplements its firm gas supply portfolio by purchasing natural gas, injecting it into underground storage facilities and withdrawing it during the peak winter heating season. Storage facilities at Jackson Prairie in western Washington and at Clay Basin in Utah are used for this purpose. Jackson Prairie is also used for daily balancing of load requirements on PSE’s gas system. PSE has been in the process of expanding the storage capacity at Jackson Prairie since March 2003, and plans to continue doing so through 2008. At the end of this project, PSE will have added approximately 2,000,000 Dekatherms (one Dekatherm, or Dth, is equal to one million British thermal units or MMBtu) of additional working storage capacity. Peaking needs are also met by using PSE-owned gas held in NWP’s liquefied natural gas (LNG) facility at Plymouth, Washington, by producing propane-air gas at a plant owned by PSE and located on its distribution system, and by interrupting service to customers on interruptible service rates.

PSE expects to meet its firm peak-day requirements for residential, commercial and industrial markets through its firm gas purchase contracts, firm transportation capacity, firm storage capacity and other firm peaking resources. PSE believes it will be able to acquire incremental firm gas supply to meet anticipated growth in the requirements of its firm customers for the foreseeable future.

        GAS SUPPLY PORTFOLIO

For the 2004-2005 winter heating season, PSE contracted for approximately 22.7% of its expected peak-day gas supply requirements from sources originating in British Columbia, Canada under a combination of long-term, medium-term and seasonal purchase agreements. Long-term gas supplies from Alberta represent approximately 5.7% of the peak-day requirements. Long-term and winter peaking arrangements with U.S. suppliers make up approximately 16.6% of the peak-day portfolio. The balance of the peak-day requirements is expected to be met with gas stored at Jackson Prairie, gas stored at Clay Basin, LNG held at NWP’s Plymouth facility and propane-air and other resources, which represent approximately 40.0%, 5.5%, 8.1% and 1.4%, respectively, of expected peak-day requirements. PSE also has the ability to curtail service to industrial and commercial customers on interruptible service rates during a peak-day event.

During 2004, approximately 32% of gas supplies purchased by PSE originated in British Columbia while 20% originated in Alberta and 48% originated in the United States. The current firm, long-term gas supply portfolio consists of arrangements with 12 producers and gas marketers, with no single supplier representing more than 4% of expected peak-day requirements. Contracts have remaining terms ranging from less than one year to ten years.

PSE’s firm gas supply portfolio has flexibility in its transportation arrangements so that some savings can be achieved when there are regional price differentials between gas supply basins. The geographic mix of suppliers and daily, monthly and annual take requirements permit some degree of flexibility in managing gas supplies during off-peak periods to minimize costs. Gas is marketed outside PSE’s service territory (off-system sales) whenever on-system customer demand requirements permit.

        GAS STORAGE CAPACITY

PSE holds storage capacity in the Jackson Prairie and Clay Basin underground gas storage facilities adjacent to NWP’s pipeline. These facilities represent 45.5% of the expected peak-day portfolio. The Jackson Prairie facility, operated and one-third owned by PSE, is used primarily for intermediate peaking purposes since it is able to deliver a large volume of gas over a relatively short time period. Combined with capacity contracted from NWP’s one-third stake in Jackson Prairie, PSE has peak firm delivery capacity of over 349,000 Dth per day and total firm storage capacity exceeding 8,100,000 Dth at the facility. The location of the Jackson Prairie facility in PSE’s market area increases supply reliability and provides significant pipeline demand cost savings by reducing the amount of annual pipeline capacity required to meet peak-day gas requirements. The Clay Basin storage facility is a supply area storage facility that is used primarily to reduce portfolio costs through injections and withdrawals that take advantage of market price volatility and is also used for system reliability. After the release of capacity in 2004, PSE retained maximum firm withdrawal capacity of over 60,000 Dth per day from the Clay Basin facility with total storage capacity of almost 7,419,000 Dth. The Clay Basin capacity is held under two long-term contracts with remaining terms of 8 and 15 years. The capacity release contracts PSE has with multiple parties at the Clay Basin storage facility have remaining terms of three months as of December 31, 2004, with automatic renewal for 12-month terms. PSE’s maximum firm withdrawal capacity and total storage capacity at Clay Basin is over 110,000 Dth per day and exceeds 13,000,000 Dth, respectively, when PSE has not released any of the capacity.

LNG AND PROPANE-AIR RESOURCES

LNG and propane-air resources provide gas supply on short notice for short periods of time. Due to their typically high cost, these resources are normally utilized as the supply of last resort in extreme peak-demand periods, typically lasting a few hours or days. PSE has a long-term contract for storage of 241,700 Dth of PSE-owned gas as LNG at NWP’s Plymouth facility, which equates to approximately three and one-half days supply at a maximum daily deliverability of 70,500 Dth. PSE owns storage capacity for approximately 1.5 million gallons of propane. The propane-air injection facilities are capable of delivering the equivalent of 10,000 Dth of gas per day for up to twelve days directly into PSE’s distribution system.

In 2004, a 6,000 Dth capacity LNG storage facility was completed in Gig Harbor. The purpose of the facility is to provide a supplemental supply of natural gas during periods of high demand, improve overall system reliability and eliminate the need for portable LNG operations in the Gig Harbor area. Included in the facility are a transport trailer, storage tank, transfer station and send out skid.

GAS TRANSPORTATION CAPACITY

PSE currently holds firm transportation capacity on pipelines owned by NWP, Gas Transmission Northwest, TransCanada Pipelines, Ltd. (TransCanada), and Duke Energy Gas Transmission (Westcoast). Accordingly, PSE pays fixed monthly demand charges for the right, but not the obligation, to transport specified quantities of gas from receipt points to delivery points on such pipelines each day for the term or terms of the applicable agreements.

PSE and WNG CAP I, a wholly-owned subsidiary of PSE, hold firm year-round capacity on NWP through various contracts. PSE and WNG CAP I participate in the secondary pipeline capacity market to achieve savings for PSE’s customers. As a result, PSE and WNG CAP I hold approximately 465,000 Dth per day of capacity due to capacity release and segmentation transactions on NWP that provides firm delivery to PSE’s service territory. In addition, PSE holds approximately 413,000 Dth per day of seasonal firm capacity on NWP to provide for delivery of stored gas during the heating season. PSE has firm transportation capacity on NWP that supplies the Frederickson 1 generating facility of approximately 22,000 Dth per day, with a remaining term of 14 years. PSE has released certain segments of its firm capacity with third parties to effectively lower transportation costs. PSE’s firm transportation capacity contracts with NWP have remaining terms ranging from less than 1 year to 12 years. However, PSE has either the unilateral right to extend the contracts under their current terms or the right of first refusal to extend such contracts under current FERC orders. PSE’s firm transportation capacity on Gas Transmission Northwest’s pipeline, totaling approximately 90,000 Dth per day, has a remaining term of 19 years.

PSE’s firm transportation capacity on Westcoast’s pipeline, totaling approximately 40,000 Dth per day, has a remaining term of 10 years for approximately 25,000 Dth per day and a remaining term of 14 years for approximately 15,000 Dth per day. PSE has other firm transportation capacity on Westcoast’s pipeline, which supplies the Frederickson 1 generating facility, totaling approximately 22,000 Dth per day, with a remaining term of 10 years. PSE’s firm capacity on TransCanada’s Alberta and British Columbia transportation systems, totaling approximately 80,000 Dth per day, phases in year to year renewal rights beginning in 2006. In addition, PSE has firm transportation capacity on TransCanada’s pipelines commencing in 2008 with a term of 15 years, totaling approximately 8,000 Dth per day.

During 2003, NWP took one of its two parallel pipelines serving western Washington from British Columbia out of service as a result of a second failure of the affected pipeline. Together, these two pipelines had the ability to flow approximately 1,300,000 Dth per day of gas from British Columbia. The loss of the affected pipeline reduced this ability to approximately 950,000 Dth per day. Subsequent to testing and remediation efforts, portions of the affected line were returned to service in 2004, increasing the ability to flow gas from British Columbia to approximately 1,100,000 Dth per day. If the affected pipeline is not completely returned to service, the loss could potentially decrease PSE’s overall NWP capacity by 5%. In December 2004, NWP filed a request for authorization from FERC to replace all of the lost capacity through construction of new facilities. NWP expects to complete such Capacity Replacement project by the end of 2006. The cost of the Capacity Replacement project is expected to increase the cost for services that PSE receives from NWP by approximately 20% beginning in 2007. PSE expects that the increase will be entirely recoverable from customers through the existing PGA mechanism. To date, the loss of capacity has not adversely impacted PSE’s ability to serve its gas customers, but customers on interruptible tariff rate schedules could be curtailed during peak events. PSE expects to continue meeting its customer needs throughout the pipeline capacity replacement period, and PSE has back-up oil supply for its combustion turbines.

CAPACITY RELEASE

FERC provided a capacity release mechanism as the means for holders of firm pipeline and storage entitlements to temporarily relinquish unutilized capacity to others in order to recoup all or a portion of the cost of such capacity. Capacity may be released through several methods including open bidding and by pre-arrangement. PSE continues to successfully mitigate a portion of the demand charges related to both storage and NWP pipeline capacity not utilized during off-peak periods through capacity release. WNG CAP I was formed to provide additional flexibility and benefits from capacity release. Capacity release benefits are passed on to customers through the PGA mechanism.

ENERGY EFFICIENCY

PSE offers programs designed to help new and existing customers use energy efficiently. PSE uses a variety of mechanisms including cost-effective financial incentives, information and technical services to enable customers to make energy-efficient choices with respect to building design, equipment and building systems, appliance purchases and operating practices.

Since May 1997, PSE has recovered electric energy efficiency (or conservation) expenditures through a tariff rider mechanism. The rider mechanism allows PSE to defer the efficiency expenditures and amortize them to expense as PSE concurrently collects the efficiency expenditures in rates over a one-year period. As a result of the rider, electric energy efficiency expenditures have no effect on earnings.

Since 1995, PSE has been authorized by the Washington Commission to defer gas energy efficiency (or conservation) expenditures and recover them through a tariff tracker mechanism. The tracker mechanism allows PSE to defer efficiency expenditures and recover them in rates over the subsequent year. The tracker mechanism also allows PSE to recover an Allowance for Funds Used to Conserve Energy on any outstanding balance that is not being recovered in rates. As a result of the tracker mechanism, gas energy efficiency expenditures have no impact on earnings.

Energy efficiency programs reduce customer consumption of energy thus impacting energy margins. The impact of load reductions are adjusted in rates at each general rate case.

ENVIRONMENT

The Company’s operations are subject to environmental laws and regulation by federal, state and local authorities. Due to the inherent uncertainties surrounding the development of federal and state environmental and energy laws and regulations, the Company cannot determine the impact such laws may have on its existing and future facilities. (See Note 23 to the Consolidated Financial Statements for further discussion of environmental sites.)

REGULATION OF EMISSIONS 

PSE has an ownership interest in coal-fired, steam-electric generating plants at Colstrip, Montana, which are subject to regulation of emissions and other regulatory requirements. PSE also owns combustion turbine units in western Washington, which are capable of being fueled by natural gas or diesel fuel. These combustion turbines are operated to comply with emission limits set forth in their respective air operating permits.

There is no assurance that in the future, environmental regulations affecting sulfur dioxide, carbon monoxide particulate matter or nitrogen oxide emissions may not be further restricted, or that restrictions on greenhouse gas emissions, such as carbon dioxide, or other combustion byproducts, such as mercury, may not be imposed.

In December 2003, Colstrip Units 1 & 2 and 3 & 4 received an information request from the Environmental Protection Agency (EPA) relating to their compliance with the Clean Air Act New Source Review regulations. PSE is currently in discussions with the EPA concerning the information request. Neither the outcome of this matter nor any potential associated costs can be predicted at this time

FEDERAL ENDANGERED SPECIES ACT

Since the 1991 listing of the Snake River Sockeye salmon as an endangered species, a total of eight species of salmon and steelhead have been listed as endangered species, which influences operations. Most directly associated with project operations, the Upper Columbia River Steelhead and the Upper Columbia Spring Chinook were listed as endangered species by the National Marine Fisheries Service in August 1997 and March 1999, respectively. To address this exposure, the Mid-Columbia PUDs initiated consultation with federal and state agencies, Native American tribes and non-governmental organizations to secure operational protection through long-term settlements and habitat conservation plans (HCPs) for each affected project. The agreement provisions include fish protection and enhancement measures for the next 50 years. The HCPs received the support of the resource agencies, have been adopted by FERC and generally obligate the PUDs to achieve certain levels of passage efficiency for downstream migrants at their hydroelectric facilities and to fund certain habitat conservation measures. Grant County PUD reached an agreement with the various parties in 2004 in a form substantially similar to the HCPs adopted by Douglas County PUD and Chelan County PUD. FERC issued an order approving that settlement and terminating the Mid-Columbia fish proceeding as to all parties on December 16, 2004.

The proposed listings of Puget Sound Chinook salmon and spring Chinook salmon as endangered species for the upper Columbia River were approved in March 1999. The Company does not expect the listing of spring Chinook salmon as an endangered species for the upper Columbia River to result in markedly differing conditions for operations from previous listings in the area.

The completed listings of Coastal/Puget Sound Distinct Population Segment of Bull Trout as an endangered species in the fall of 1999 and Puget Sound Chinook salmon in the winter of 2001 are causing a number of changes to operations of governmental agencies and private entities in the region, including PSE. These changes may adversely affect hydroelectric plant operations and permit issuance for facilities construction, and increase costs for processes and facilities. Because PSE relies substantially less on hydroelectric energy from the Puget Sound area than from the Mid-Columbia River and also because the impact on PSE operations in the Puget Sound area is not likely to impair significant generating resources, the impact of listing for Puget Sound Chinook salmon and Bull Trout, while potentially representing cost exposure and operational constraints, should be proportionately less than the effects of the Columbia River listings. PSE is actively engaging the federal agencies to address Endangered Species Act issues for PSE’s generating facilities. Consultation with federal agencies is ongoing.

EXECUTIVE OFFICERS OF THE REGISTRANTS

The executive officers of Puget Energy as of December 31, 2004 are listed below. Puget Energy considers the Chief Executive Officer of InfrastruX to be an executive officer of Puget Energy. For their business experience during the past five years, please refer to the table below regarding Puget Sound Energy’s executive officers. Officers of Puget Energy are elected for one-year terms.

NAME	AGE	OFFICES
S. P. Reynolds	56	President and Chief Executive Officer since January 2002. Director since January 2002.
J. W. Eldredge	54	Corporate Secretary and Chief Accounting Officer since April 1999.
D. E. Gaines	47	Vice President Finance and Treasurer since March 2002.
M. T. Lennon	42	President and Chief Executive Officer of InfrastruX since April 2003, President of InfrastruX, 2002 - 2003. Prior to joining InfrastruX, he served as Managing Director of Lennon Smith Advisors, LLC, an investment banking firm, 2000 - 2002.
J. L. O’Connor	48	Vice President and General Counsel since January 2003.
B. A. Valdman	41	Senior Vice President Finance and Chief Financial Officer since January 2004.

The executive officers of Puget Sound Energy as of December 31, 2004 are listed below along with their business experience during the past five years. Officers of Puget Sound Energy are elected for one-year terms.

NAME	AGE	OFFICES
S. P. Reynolds	56	President and Chief Executive Officer and Director since January 2002; President and Chief Executive Officer of Reynolds Energy International, 1998 - 2002.
D. P. Brady	40	Vice President Customer Services since February 2003; Director and Assistant to Chief Operating Officer, 2002 - 2003. Prior to joining PSE, he was Managing Director of Irvine Associates Merchant Banking Group, 2001 - 2002; Executive Vice President-Operations of Orcom Solutions, 2000 - 2001.
P. K. Bussey	48	Vice President Regional and Public Affairs since September 2003. Prior to joining PSE, he was President of the Washington Round Table, 1996 - 2003.
J. W. Eldredge	54	Vice President, Corporate Secretary, Controller and Chief Accounting Officer since May 2001; Corporate Secretary, Controller and Chief Accounting Officer, 1993 - 2001.
D. E. Gaines	47	Vice President Finance and Treasurer since March 2002; Vice President and Treasurer, 2001 - 2002; Treasurer, 1994 - 2001.
K. J. Harris	40	Vice President Regulatory and Government Affairs since February 2003; Vice President Regulatory Affairs, 2002 - 2003; Director Load Resource Strategies and Associate General Counsel, 2001 - 2002; Associate General Counsel, 1999 - 2001.
J. L. Henry	59	Senior Vice President Energy Efficiency and Customer Services since February 2003; Director of Major Accounts, 2001 - 2003; Director Construction and Technical Field Services 2000 - 2001.
E. M. Markell	53	Senior Vice President Energy Resources since February 2003; Vice President Corporate Development, 2002 - 2003. Prior to joining PSE, he was Chief Financial Officer, Club One, Inc., 2000 - 2002.
S. McLain	48	Senior Vice President Operations since February 2003; Vice President Operations - Delivery, 1999 - 2003.
J. L. O’Connor	48	Vice President and General Counsel since January 2003. Prior to joining PSE, she was interim General Counsel, Starbucks Corporation, 2002; Senior Vice President and Deputy General Counsel, Starbucks Corporation, 2001 - 2002; Vice President and Assistant General Counsel, Starbucks Corporation, 1998 - 2001.
J. M. Ryan	42	Vice President Risk Management and Strategic Planning since April 2004; Vice President Energy Portfolio Management, 2001 - 2004. Prior to joining PSE, she was Managing Director of North American Marketing of TransAlta USA, 2001; Managing Director Origination of Merchant Energy Group of the Americas, Inc., 1997 - 2001.
B. A. Valdman	41	Senior Vice President Finance and Chief Financial Officer since December 2003. Prior to joining PSE, he was Managing Director with JP Morgan Securities, Inc., 2000 - 2003 and a member of the Natural Resource Group of JP Morgan Securities, Inc. since 1993 and a banker with JP Morgan since 1987.
P. M. Wiegand	52	Vice President Project Development and Contract Management since July 2003; Vice President Corporate Planning, 2003; Vice President Corporate Planning and Performance, 2002 - 2003; Vice President Risk Management and Strategic Planning 2000 - 2002.

ITEM 2. PROPERTIES

The principal electric generating plants and underground gas storage facilities owned by PSE are described under Item 1, Business - Electric Supply and Gas Supply. PSE owns its transmission and distribution facilities and various other properties. Substantially all properties of PSE are subject to the liens of PSE’s mortgage indentures. PSE’s corporate headquarters is housed in a leased building located in Bellevue, Washington.

InfrastruX operates a fleet of vehicles and equipment that it uses in its utility construction business. Its fleet is composed of owned and leased trucks and other specialized equipment such as backhoes, trenchers, boring machines, cranes and other equipment required to perform its work. InfrastruX owns some of the facilities out of which it operates and rents the remaining facilities. The majority of InfrastruX’s owned facilities are subject to liens under existing debt and lines of credit. InfrastruX’s corporate headquarters is housed in a leased building located in Bellevue, Washington.

ITEM 3. LEGAL PROCEEDINGS

See the section under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Proceedings Relating to the Western Power Market.

Contingencies arising out of the normal course of the Company’s business exist at December 31, 2004. The ultimate resolution of these issues are not expected to have a material adverse impact on the financial condition, results of operations or liquidity of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Puget Energy’s common stock, the only class of common equity of Puget Energy, is traded on the New York Stock Exchange under the symbol “PSD.” At February 23, 2005, there were approximately 40,400 holders of record of Puget Energy’s common stock. The outstanding shares of PSE’s common stock, the only class of common equity of PSE, are held by Puget Energy and are not traded.

The following table shows the market price range of, and dividends paid on, Puget Energy’s common stock during the periods indicated in 2004 and 2003. Puget Energy and its predecessor companies have paid dividends on common stock each year since 1943 when such stock first became publicly held.

	2004			2003
	PRICE RANGE		DIVIDENDS	PRICE RANGE		DIVIDENDS
QUARTER ENDED	HIGH	LOW	PAID	HIGH	LOW	PAID
March 31	$23.92	$21.59	$0.25	$23.00	$18.10	$0.25
June 30	22.88	20.51	0.25	24.40	20.78	0.25
September 30	23.00	21.05	0.25	24.17	21.02	0.25
December 31	24.81	22.27	0.25	23.99	22.14	0.25

The amount and payment of future dividends will depend on Puget Energy’s financial condition, results of operations, capital requirements and other factors deemed relevant by Puget Energy’s Board of Directors. The Board of Directors’ current policy is to pay out approximately 60% of normalized utility earnings in dividends.

Puget Energy’s primary source of funds for the payment of dividends to its shareholders is dividends received from PSE. PSE’s payment of common stock dividends to Puget Energy is restricted by provisions of certain covenants applicable to preferred stock and long-term debt contained in PSE’s Articles of Incorporation and electric and gas mortgage indentures. Under the most restrictive covenants of PSE, earnings reinvested in the business unrestricted as to payment of cash dividends were approximately $274.4 million at December 31, 2004.

ITEM 6. SELECTED FINANCIAL DATA

The following tables show selected financial data. Puget Energy became the holding company for PSE on January 1, 2001 pursuant to a plan of exchange in which each share of PSE common stock was exchanged on a one-for-one basis for Puget Energy common stock. Puget Energy results are not on a comparable basis as InfrastruX had acquisitions from 2000 to 2003.

Puget Energy Summary of Operations (Dollars in Thousands, Except Per Share Data)
Years Ended December 31	2004		20031		2002		20012		20003
Operating revenue 4	$	2,568,813	$	2,382,803	$	2,315,181	$	2,886,560	$	3,302,296
Operating income		216,751		305,175		309,669		297,121		363,872
Net income before cumulative effect of accounting change		55,022		116,366		110,052		113,175		193,831
Net income from continuing operations5		55,022		116,197		110,052		98,426		184,837
Basic earnings per common share from continuing operations		0.55		1.23		1.24		1.14		2.16
Diluted earnings per common share from continuing operations		0.55		1.22		1.24		1.14		2.16
Dividends per common share	$	1.00	$	1.00	$	1.21	$	1.84	$	1.84
Book value per common share		16.25		16.71		16.27		15.66		16.61
Total assets at year end	$	5,833,369	$	5,699,002	$	5,772,133	$	5,668,481	$	5,677,266
Long-term obligations		2,212,532		1,969,489		2,160,276		2,127,054		2,170,797
Preferred stock subject to mandatory redemption		1,889		1,889		43,162		50,662		58,162
Corporation obligated, mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures of the corporation		--		--		300,000		300,000		100,000
Junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities		280,250		280,250		--		--		--

__________________________

1   In 2003, FASB issued Interpretation No. 46 (FIN 46) which required the consolidation of PSE’s 1995 Conservation Trust Transaction. As a result, revenues and expense increased $5.7 million with no effect on net income, and assets and liabilities increased $4.2 million in 2003. FIN 46 also required deconsolidation of PSE’s trust preferred securities that are now classified as junior subordinated debt. This deconsolidation has no impact on assets, liabilities, receivables or earnings for 2003.

2   In 2001, SFAS No. 133 was implemented, which required derivative instruments to be valued at fair price.

3   Amounts represent PSE activity prior to the formation of Puget Energy as a holding company of PSE on January 1, 2001.

4   Operating Electric Revenues and Purchased Electricity expenses in 2003 and 2002 were revised as a result of implementing Emerging Issues Task Force Issue No. 03-11, “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03” (EITF No. 03-11), which became effective on January 1, 2004. Operating Electric Revenues and Purchased Electricity expense for Puget Energy and Puget Sound Energy were reduced by $108.7 million and $77.1 million in 2003 and 2002, respectively, with no effect on net income. Information for 2001 and 2000 is not available, and therefore revenue and expense were not adjusted for the effects of EITF No. 03-11 in those years.

5   Net income in 2000 includes preferred stock dividend accrual at PSE, which is treated as an other deduction at Puget Energy starting January 1, 2001.

Puget Sound Energy Summary of Operations (Dollars in Thousands)
Years Ended December 31	2004		20031		2002		20012		2000
Operating revenue 3	$	2,198,877	$	2,041,016	$	1,995,652	$	2,712,774	$	3,302,296
Operating income		288,241		297,904		294,593		288,480		363,8872
Net income before cumulative effect of accounting change		126,192		120,055		108,948		119,130		193,831
Income for common stock from continuing operations		126,192		114,735		101,117		95,968		184,837
Total assets at year end	$	5,564,087	$	5,359,104	$	5,453,390	$	5,439,253	$	5,677,266
Long-term obligations		2,064,360		1,950,347		2,021,832		2,053,815		2,170,797
Preferred stock subject to mandatory redemption		1,889		1,889		43,162		50,662		58,162
Corporation obligated, mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures of the corporation		--		--		300,000		300,000		100,000
Junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities		280,250		280,250		--		--		--

__________________________

1   In 2003, FASB issued Interpretation No. 46 (FIN 46) which required the consolidation of PSE’s 1995 Conservation Trust Transaction. As a result, revenues and expense increased $5.7 million with no effect on net income, and assets and liabilities increased $4.2 million in 2003. FIN 46 also required deconsolidation of PSE’s trust preferred securities that are now classified as junior subordinated debt. This deconsolidation has no impact on assets, liabilities, receivables or earnings for 2003.

2   In 2001, SFAS No. 133 was implemented, which required derivative instruments to be valued at fair price.

3   Operating Electric Revenues and Purchased Electricity Expenses in 2003 and 2002 were revised as a result of implementing Emerging Issues Task Force Issue No. 03-11, “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03” (EITF No. 03-11), which became effective on January 1, 2004. Operating Electric revenues and Purchased Electricity expense for Puget Energy and Puget Sound Energy were reduced by $108.7 million and $77.1 million in 2003 and 2002, respectively, with no effect on net income. Information for 2001 and 2000 is not available, and therefore revenue and expense were not adjusted for the effects of EITF No. 03-11 in those years.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the financial statements and related notes thereto included elsewhere in this annual report on Form 10-K. The discussion contains forward-looking statements that involve risks and uncertainties, such as Puget Energy’s and Puget Sound Energy’s (PSE) objectives, expectations and intentions. Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “ plans,” “predicts,” “projects,” “will likely result,” “will continue” and similar expressions are intended to identify certain of these forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Puget Energy’s and PSE’s actual results could differ materially from results that may be anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Forward-Looking Statements” included elsewhere in this report. Except as required by law, neither Puget Energy nor PSE undertakes an obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made in this report and in Puget Energy’s and PSE’s other reports filed with the United States Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect Puget Energy’s and PSE’s business, prospects and results of operations.

OVERVIEW

Puget Energy is an energy services holding company, and all its operations are conducted through its two subsidiaries. These subsidiaries are PSE, a regulated electric and gas utility company, and InfrastruX, a utility construction and services company. On February 8, 2005, following a strategic review of InfrastruX, Puget Energy’s Board of Directors decided to exit the utility construction services sector. Puget Energy intends to monetize its interest in InfrastruX through sale or recapitalization and to invest the proceeds of such monetization in its regulated utility subsidiary, PSE.

PUGET SOUND ENERGY

PSE generates revenues from the sale of electric and gas services, mainly to residential and commercial customers within Washington State. A majority of PSE’s revenues are generated in the first and fourth quarters during the winter heating season in Washington State.

As a regulated utility company, PSE is subject to Federal Energy Regulatory Commission (FERC) and Washington Commission regulation which may impact a large array of business activities, including limitation of future rate increases; directed accounting requirements that may negatively impact earnings; licensing of PSE-owned generation facilities; and other FERC and Washington Commission directives that may impact PSE’s long-term goals. In addition, PSE is subject to risks inherent to the utility industry as a whole, including weather changes affecting purchases and sales of energy; outages at owned and non-owned generation plants where energy is obtained; storms or other events which can damage electric distribution and transmission lines; and energy trading and wholesale market stability over time.

PSE’s main operational goal has been to provide reliable, safe and cost-effective energy to its customers. To help accomplish this goal, PSE is attempting to be more self-sufficient in energy generation resources. Owning more generation resources rather than purchasing power through contracts and on the wholesale market is intended to allow customers’ rates to remain stable. PSE is continually exploring new electric-power resource generation and long-term purchase power agreements to meet this goal. During 2004, PSE made progress in reaching this goal:

·   Purchased a 49.85% interest in a 250 MW capacity gas-fired generation facility in western Washington, which went into service in April 2004.

·   Signed a two-year purchase power agreement in the second quarter 2004 with another utility for 85 MW of energy with delivery beginning January 1, 2005.

·   Signed a non-binding letter of intent in September 2004 to purchase a wind generation facility with up to 230 MW of generation to be developed in central Washington State.

·   Signed a non-binding letter of intent in October 2004 to purchase a wind generation facility with up to 150 MW of generation to be developed in eastern Washington State.

These transactions and proposed transactions are part of PSE’s long-term electric Least Cost Plan that was filed August 29, 2003 with the Washington Commission. The plan supports a strategy of diverse resource acquisitions including resources fueled by natural gas and coal, renewable resources and shared resources. PSE is in the process of updating its Least Cost Plan and expects to file the updated plan with the Washington Commission in the first half of 2005.

INFRASTRUX

Following a strategic review of InfrastruX conducted by Puget Energy management, on February 8, 2005, Puget Energy’s Board of Directors decided to exit the utility construction services sector. During 2005, Puget Energy intends to monetize its interest in InfrastruX through a sale or third party recapitalization and to invest the proceeds in PSE. The costs associated with exiting the InfrastruX business cannot be quantified at this time. However, Puget Energy believes that such costs will not be material given the effects of the impairment charge recorded in the fourth quarter 2004.

InfrastruX generates revenues mainly from maintenance services and construction contracts in the Midwest, Texas, south-central and eastern United States. Generally, the majority of its revenues are generated during the second and third quarters, which are typically the most productive quarters for the construction industry due to longer daylight hours and generally better weather conditions.

InfrastruX is subject to risks associated with the construction industry, including inability to adequately estimate costs of projects that are bid on under fixed-fee contracts; continued economic downturn that limits the amount of projects available thereby reducing available profit margins due to increased competition; the ability to integrate acquired companies within its operations without significant cost; and the ability to obtain adequate financing and bonding coverage to continue expansion and growth.

InfrastruX’s main goals have been continued growth and expansion into underdeveloped utility construction markets and to utilize its acquired entities to capitalize on depth of expertise, asset base, geographical location and workforce to provide services that local contractors cannot provide. InfrastruX has acquired 12 entities since 2000.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PUGET ENERGY

All the operations of Puget Energy are conducted through its subsidiaries, PSE and InfrastruX. Net income in 2004 was $55.0 million on operating revenues of $2.6 billion compared to $116.2 million on operating revenues of $2.4 billion in 2003 and $110.1 million on operating revenues of $2.3 billion in 2002.

Basic earnings per share in 2004 were $0.55 on 99.5 million weighted average common shares outstanding compared to $1.23 on 94.8 million weighted average common shares outstanding in 2003 and $1.24 on 88.4 million weighted average common shares outstanding in 2002. Diluted earnings per share in 2004 were $0.55 on 99.9 million weighted average common shares outstanding compared to $1.22 on 95.3 million weighted average common shares outstanding in 2003 and $1.24 on 88.8 million weighted average common shares outstanding in 2002.

Net income in 2004 was adversely impacted by an InfrastruX non-cash goodwill impairment charge of $91.2 million ($76.6 million after tax and minority interest) and a $43.4 million ($28.2 million after-tax) disallowance of the return on the Tenaska gas supply regulatory asset as a result of a Washington Commission order in PSE’s Power Cost Only Rate Case (PCORC). Net income was also negatively impacted by an increase in depreciation expense of $10.0 million, primarily due to the acquisition of Frederickson 1 and other PSE infrastructure projects. These negative impacts were offset by improved electric margins of $5.9 million compared to 2003 and lower interest expense at PSE of $13.0 million. In addition, 2004 was not impacted by one-time tax benefits of $7.9 million or the write-down of $6.1 million in the carrying value of a non-utility venture capital investment in 2003. Net income in 2004 was positively impacted by a $4.3 million increase in InfrastruX’s net income, excluding the goodwill impairment charge and net of minority interest. The net income increase at InfrastruX was due to improved operating efficiencies and improvements in weather conditions compared to 2003, which positively impacted productivity.

Net income in 2003 was positively impacted by an increase in PSE’s net income of $10.9 million due to increased electric and gas margins primarily from a general gas rate increase effective September 1, 2002 and from increased sales volumes for electric and gas loads compared to 2002. In addition, net income in 2003 was positively impacted by lower interest expenses of $11.5 million. This was offset by a $6.1 million downward adjustment in the carrying value of a non-utility venture capital investment in the fourth quarter 2003; a $4.8 million increase in depreciation and amortization; and an $11.7 million decrease in gains on derivative instruments due to a 2002 gain from de-designated contracts from a non-creditworthy counterparty under Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities.” In addition, federal tax benefits decreased in 2003 to $9.3 million compared to $10.3 million in 2002. Net income was also negatively impacted by a decrease in InfrastruX’s net income of $7.7 million in 2003 compared to 2002, net of minority interest, due to unusually wet weather affecting productivity in the first quarter 2003 and increased competition in the marketplace.

PUGET SOUND ENERGY

PSE’s operating revenues and associated expenses are not generated evenly during the year. Variations in energy usage by consumers occur from season to season and from month to month within a season, primarily as a result of weather conditions. PSE normally experiences its highest retail energy sales during the heating season in the first and fourth quarters of the year. Varying wholesale electric prices and the amount of hydroelectric energy supplies available to PSE also make quarter-to-quarter comparisons difficult.

PUGET SOUND ENERGY

2004 COMPARED TO 2003

ENERGY MARGINS

The following table displays the details of electric margin changes from 2003 to 2004.

	ELECTRIC MARGIN
(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2004			2003			CHANGE			PERCENT CHANGE
Electric retail sales revenue	$	1,310.9		$	1,272.7		$	38.2			3.0	%
Electric transportation revenue		10.7			11.5			(0.8	)		(7.0	)
Other electric revenue-gas supply resale		11.5			9.1			2.4			26.4
Total electric revenue for margin		1,333.1			1,293.3			39.8			3.1
Adjustments for amounts included in revenue:
Pass-through tariff items		(25.4	)		(45.2	)		19.8			43.8
Pass-through revenue-sensitive taxes		(94.2	)		(91.0	)		(3.2	)		(3.5	)
Residential exchange credit		174.5			173.8			0.7			0.4
Net electric revenue for margin		1,388.0			1,330.9			57.1			4.3
Minus power costs:
Fuel		(80.7	)		(65.0	)		(15.7	)		(24.2	)
Purchased electricity, net of sales to other utilities and marketers		(660.3	)		(635.2	)		(25.1	)		(4.0	)
Total electric power costs		(741.0	)		(700.2	)		(40.8	)		(5.8	)
Electric margin before PCA		647.0			630.7			16.3			2.6
Tenaska disallowance reserve through May 23, 2004		(36.5	)		--			(36.5	)		*
Tenaska reserve turnaround		10.5			--			10.5			*
Power cost deferred under the PCA mechanism		19.1			3.5			15.6			*
Electric margin	$	640.1		$	634.2		$	5.9			0.9	%

_________________________________

*Percent change not applicable.

Electric margin increased $5.9 million in 2004 compared to 2003 due primarily to an increase in kWh sales and the PCORC rate increase. PSE incurred $34.8 million in excess power costs in 2003 before reaching the $40 million PCA mechanism cap in 2003. In addition, the PCORC rate increase of 3.2% related to the Frederickson 1 generating facility became effective on May 24, 2004. This rate increase provided an additional $6.5 million to electric margin in 2004 to recover utility operation and maintenance costs, depreciation and property taxes related to the Frederickson 1 generating facility. Also, retail customer kWh sales (residential, commercial and industrial customers) increased 1.5% in 2004 compared to 2003, which along with a change in customer class usage provided an additional $11.7 million to electric margin. These increases were partially offset by the disallowance of certain gas costs for the Tenaska generating facility also ordered in the PCORC, which resulted in a $43.4 million reduction of electric margin in 2004. In addition, a charge of $3.6 million associated with Colstrip Units 1 & 2 coal supply repricing arbitration and Colstrip Units 3 & 4 royalty charge resulted in a negative impact to electric margin. Electric margin is electric sales to retail and transportation customers less pass-through tariff items and revenue-sensitive taxes, and the cost of generating and purchasing electric energy sold to customers including transmission costs to bring electric energy to PSE’s service territory.

The following table displays the details of gas margin changes from 2003 to 2004.

	GAS MARGIN
(DOLLARS IN MILLION) TWELVE MONTHS ENDED DECEMBER 31	2004			2003			CHANGE			PERCENT CHANGE
Gas retail revenue	$	743.6		$	609.6		$	134.0			22.0	%
Gas transportation revenue		13.0			13.8			(0.8	)		(5.8	)
Total gas revenue for margin		756.6			623.4			133.2			21.4
Adjustments for amounts included in revenue:
Gas revenue hedge		--			0.2			(0.2	)		*
Pass-through tariff items		(3.6	)		(3.8	)		0.2			5.3
Pass-through revenue-sensitive taxes		(59.3	)		(48.5	)		(10.8	)		(22.3	)
Net gas revenue for margin		693.7			571.3			122.4			21.4
Minus purchased gas costs		(451.3	)		(327.1	)		(124.2	)		(38.0	)
Gas margin	$	242.4		$	244.2		$	(1.8	)		(0.7	)%

_________________________________

*Percent change not applicable.

Gas margin decreased $1.8 million in 2004 compared to 2003 primarily due to overall warmer weather in 2004 compared to 2003, partially offset by customer additions in 2004. Heating degree days decreased 2.3% in 2004 compared to 2003, which resulted in a 1.5% reduction in therm sales. Gas margin is gas sales to retail and transportation customers less pass-through tariff items and revenue-sensitive taxes and the cost of gas purchased, including gas transportation costs to bring gas to PSE’s service territory.

ELECTRIC OPERATING REVENUES

The table below sets forth changes in electric operating revenues for PSE from 2003 to 2004.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2004		2003		CHANGE			PERCENT CHANGE
Electric operating revenues:
Residential sales	$	628.9	$	603.7	$	25.2			4.2	%
Commercial sales		581.0		556.0		25.0			4.5
Industrial sales		88.8		88.2		0.6			0.7
Transportation sales		10.7		11.5		(0.8	)		(7.0	)
Sales to other utilities and marketers		56.5		82.8		(26.3	)		(31.8	)
Other		57.1		58.5		(1.4	)		(2.4	)
Total electric operating revenues	$	1,423.0	$	1,400.7	$	22.3			1.6	%

Electric operating revenues increased $22.3 million in 2004 compared to 2003 due to increases in residential and commercial customer usage and the effect of the PCORC rate increase. Residential and commercial electricity usage increased 182,296 MWh or 1.9% and 227,400 MWh or 2.8%, respectively, from 2003. The increase in electricity usage was mainly the result of a higher average number of customers served in 2004 compared to 2003. Average customers for the residential and commercial customer classes increased 2.4% and 1.1%, respectively, from 2003. In addition, the PCORC rate increase became effective on May 24, 2004 and provided a $24.5 million increase in electric operating revenue, net of a $5.8 million rate reduction due to the Tenaska disallowance.

Sales to other utilities and marketers decreased $26.3 million from 2003 primarily due to higher retail electric sales, which reduced excess generation for sale to the wholesale market. In 2003, warmer than normal temperatures, mainly in the first quarter, and improved hydroelectric conditions as compared to the original hydroelectric forecast provided excess energy supplies for sale to the wholesale market.

During 2004, the benefits of the Residential and Farm Energy Exchange Benefit credited to customers reduced electric operating revenues by $182.6 million compared to $181.9 million in 2003. This credit also reduces power costs by a corresponding amount with no impact on earnings. See Item 1, Business - Regulation and Rates - Residential and Small Farm Exchange Benefit Credit for further discussion.

During 2003, PSE collected in its electric general rate tariff as a reduction to revenue and remitted to a grantor trust $7.7 million. This was a result of PSE’s 1995 sale of future electric revenues associated with its investment in conservation assets. The impact of the 1995 sale of revenue was offset by reductions in conservation amortization and interest expense. PSE’s 1995 conservation trust transaction was consolidated in the third quarter 2003 to meet the guidance of Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46) and, as a result, revenues increased $5.7 million in 2004 while conservation amortization and interest expense increased by a corresponding amount with no impact on earnings. The 1995 conservation trust assets were fully satisfied during September 2004.

GAS OPERATING REVENUES

The table below sets forth changes in gas operating revenues for PSE from 2003 to 2004.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2004		2003		CHANGE			PERCENT CHANGE
Gas operating revenues:
Residential sales	$	479.0	$	401.7	$	77.3			19.2	%
Commercial sales		225.8		178.2		47.6			26.7
Industrial sales		38.8		29.7		9.1			30.6
Transportation sales		13.0		13.8		(0.8	)		(5.8	)
Other		12.7		10.8		1.9			17.6
Total gas operating revenues	$	769.3	$	634.2	$	135.1			21.3	%

Gas operating revenues increased $135.1 million or 21.3% in 2004 compared to 2003 due primarily to higher Purchased Gas Adjustment (PGA) mechanism rates in 2004. The PGA mechanism rate charged to customers has increased twice since April 2003 reflecting the higher cost of natural gas provided to customers. On September 24, 2003, the Washington Commission approved a PGA mechanism rate increase of 13.3% annually across all classes of customers effective October 1, 2003. In addition, the Washington Commission approved a third PGA mechanism rate increase effective October 1, 2004 that increased rates 17.6% annually. The PGA mechanism passes through to customers increases or decreases in the gas supply portion of the natural gas service rates based upon changes in the price of natural gas purchased from producers and wholesale marketers or changes in gas pipeline transportation costs. PSE’s gas margin and net income are not affected by changes under the PGA mechanism. For 2004, the effects of the PGA mechanism rate increases provided an increase of $137.0 million in gas operating revenues. These rate increases were partially offset with lower therm sales due to 2.3% fewer heating degree days in 2004 compared to 2003.

OPERATING EXPENSES

The table below sets forth significant changes in operating expenses for PSE and its subsidiaries from 2003 to 2004.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2004		2003		CHANGE			PERCENT CHANGE
Purchased electricity	$	723.6	$	714.5	$	9.1			1.3	%
Electric generation fuel		80.8		65.0		15.8			24.3
Purchased gas		451.3		327.1		124.2			38.0
Utility operations and maintenance		291.2		289.7		1.5			0.5
Depreciation and amortization		228.6		220.1		8.5			3.9
Conservation amortization		22.7		33.5		(10.8	)		(32.2	)
Taxes other than income taxes		209.0		194.9		14.1			7.2
Income taxes		77.1		70.9		6.2			8.7

Purchased electricity expenses increased $9.1 million in 2004 compared to 2003 as a result of a $36.5 million disallowance associated with the Tenaska generating facility as ordered by the Washington Commission in the PCORC. This decrease was partially offset by lower purchases of electricity due to increased generation at PSE generating facilities. Total generation at PSE generating facilities in 2004 increased 82,430 MWh or 1.2% in 2004 compared to 2003.

PSE’s hydroelectric production and related power costs in 2004 and 2003 have continued to be negatively impacted by below-normal winter precipitation and reduced snow pack in the Pacific Northwest region. The January 3, 2005 Columbia Basin Runoff Summary published by the National Weather Service Northwest River Forecast Center indicated that the total observed runoff above Grand Coulee Reservoir for the period January through December 2004 was 88% of normal, which compares to 87% of normal for the same period in 2003. PSE cannot determine if this trend of lower than normal runoff will continue in future years nor what impact such a trend may have on the amount of electricity that will need to be purchased. PSE had previously reached the $40 million cumulative cap under the PCA mechanism in 2003 primarily due to increased power costs and adverse hydroelectric conditions. In 2004, PSE fell below the $40 million cumulative cap due to the Tenaska disallowance. Under the PCA mechanism, continued excess power costs and further increases in variable power costs through June 30, 2006 will be apportioned 99% to customers and 1% to PSE. PSE has reserved the Tenaska disallowance and as a result any future excess power costs will be offset by the reserve. For further discussion see Item 1 - Business - Regulation and Rates - Electric Regulation and Rates - Washington Commission Matters.

To meet customer demand, PSE economically dispatches resources in its power supply portfolio such as fossil-fuel generation, owned and contracted hydroelectric capacity and energy, and long-term contracted power. However, depending principally upon availability of hydroelectric energy, plant availability, fuel prices and/or changing load as a result of weather, PSE may sell surplus power or purchase deficit power in the wholesale market. PSE manages its core energy portfolio through short-term and intermediate-term off-system physical purchases and sales, and through other risk management techniques.

Electric generation fuel expense increased $15.8 million in 2004 compared to 2003 as a result of higher fuel costs for PSE-controlled gas-fired generation facilities and the addition of the Frederickson 1 generating facility, which was purchased and went into service in April 2004. In addition, the 12 months ended December 31, 2004 includes a $6.9 million charge related to a binding arbitration settlement between PSE and Western Energy Company (WECO), the supplier of coal to Colstrip Units 1 & 2. The binding decision retroactively set a new baseline cost per ton of coal supplied from July 31, 2001, and is applicable to the remaining term of the coal supply agreement through December 2009. Of the $6.9 million charge, $5.0 million is included in the PCA mechanism. PSE had previously accrued a reserve of $1.6 million in the fourth quarter 2003 related to the arbitration.

The 12 months ended December 31, 2004 also includes a loss reserve of $1.1 million recorded in the second quarter 2004 related to an order issued to WECO by the Minerals Management Services of the United States Department of the Interior (MMS) on April 29, 2004, to pay additional royalties concerning coal purchased by PSE for Colstrip Units 3 & 4. The order seeks payment of royalties for coal mined from federal land between 1997 and June 30, 2000. During that period, PSE’s coal price was reduced by a settlement agreement entered into in February 1997 among PSE, WECO and Montana Power Company that resolved disputes that were then pending. The order seeks to impute the price charged to PSE based on the other Colstrip Units 3 & 4 owners’ contractual amounts. PSE is supporting WECO’s appeal of the order, but is also evaluating the basis of the claim.

In addition, the MMS issued two orders to WECO in 2002 and 2003 to pay additional royalties concerning coal sold to Colstrip Units 3 & 4 owners. The orders assert that additional royalties are owed as a result of WECO not paying royalties in connection with revenue received by WECO from the Colstrip Units 3 & 4 owners under a coal transportation agreement during the period October 1, 1991 through December 31, 2001. PSE’s share of the alleged additional royalties is $1.8 million, which is equivalent to PSE’s 25% ownership interest in Colstrip Units 3 & 4. Other parties may attempt to assert claims against WECO if the MMS position prevails. The transportation agreement provides for the construction and operation of a conveyor system that runs several miles from the mine to Colstrip Units 3 & 4. WECO has appealed these orders and PSE is monitoring the process. Based upon its review, PSE believes that the Colstrip Units 3 & 4 owners have reasonable defenses in this matter. Neither the outcome of this matter nor the associated costs can be predicted at this time.

Purchased gas expenses increased $124.2 million in 2004 compared to 2003 primarily due to an increase in PGA rates as approved by the Washington Commission. The PGA mechanism allows PSE to recover expected gas costs, and defer, as a receivable or liability, any gas costs that exceed or fall short of this expected gas cost amount in PGA mechanism rates, including accrued interest. The PGA mechanism had a receivable balance at December 31, 2004 of $19.1 million compared to a liability balance of $12.0 million at December 31, 2003. A receivable balance in the PGA mechanism reflects a current underrecovery of market gas cost through rates and a liability balance reflects a current overrecovery of gas cost. For further discussion on PGA rates see Item 1 - Business - Gas Regulation and Rates.

Utility operations and maintenance expense increased $1.5 million in 2004 compared to 2003 which includes a decrease of $1.8 million related to low-income program costs that are passed-through in retail rates with no impact on earnings. As a result, the pre-tax impact on net income from utility operations and maintenance was an increase of $3.3 million due primarily to a $3.2 million increase in storm damage costs primarily from a severe ice storm that hit the Pacific Northwest in January 2004. PSE anticipates operation and maintenance expense to increase in future years as PSE invests in new generating resources and energy delivery infrastructure.

Depreciation and amortization expense increased $8.5 million in 2004 compared to 2003 due primarily to the effects of new plant placed in service during 2004, including $80.8 million in costs for the Frederickson 1 generating facility and $32.8 million for the Everett Delta gas transmission line. PSE anticipates depreciation expense will increase in future years as PSE invests in new generating resources and energy delivery infrastructure.

Conservation amortization decreased $10.8 million in 2004 compared to 2003 due to the conservation trust assets being fully amortized in September 2004. Conservation amortization is a pass-through tariff item with no impact on earnings.

Taxes other than income taxes increased $14.1 million in 2004 compared to 2003 primarily due to increases in revenue-based Washington State excise tax and municipal tax due to increased operating revenues. Revenue sensitive excise and municipal taxes have no impact on earnings.

Income taxes increased $6.2 million in 2004 compared to 2003 as a result of the non-recurrence in 2004 of $9.3 million in income tax benefits in 2003 offset by a one-time income tax benefit of $1.4 million in 2004 related to a 2001 tax audit.

OTHER INCOME, INTEREST CHARGES AND PREFERRED STOCK DIVIDENDS

The table below sets forth significant changes in other income, interest charges and preferred stock dividends for PSE and its subsidiaries from 2003 to 2004.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2004		2003		CHANGE			PERCENT CHANGE
Other income (net of tax)	$	4.4	$	1.6	$	2.8			175.0	%
Interest charges		166.4		179.4		(13.0	)		(7.2	)
Preferred stock dividends		--		5.2		(5.2	)		(100.0	)

Other income increased $2.8 million (after-tax) due to the non-recurrence of a $4.0 million investment write-down in 2003 related to a non-utility venture capital investment and a $0.9 million collection in 2004 of a note previously written-off in 2002. These increases were partially offset with the non-recurrence of a $1.9 million gain from a security sale in 2003 and the non-recurrence of gains on corporate life insurance of $1.7 million in 2003.

Interest charges decreased $13.0 million in 2004 due to the redemption of $157.7 million of long-term debt with rates ranging from 6.07% to 7.80% in 2004, partially offset with the issuance of $200 million of variable-rate senior notes in July 2004.

Preferred stock dividends decreased $5.2 million in 2004 due to the redemption on November 1, 2003 of the 7.45% series preferred stock not subject to mandatory redemption. The series was redeemed at par value plus accrued dividends.

INFRASTRUX

2004 COMPARED TO 2003

The table below sets forth significant changes in revenues and expenses for InfrastruX from 2003 to 2004.

(DOLLARS IN MILLIONS) YEARS ENDED DECEMBER 31	2004			2003			CHANGE			PERCENT CHANGE
Operating revenue:
Non-utility construction services	$	369.9		$	341.8		$	28.1			8.2	%
Other operations and maintenance	$	320.2		$	302.4		$	17.8			5.9	%
Depreciation and amortization		18.3			16.8			1.5			8.9
Goodwill impairment		91.2			--			91.2			*
Income taxes		(1.8	)		1.6			(3.4	)		(212.5	)
Interest charges	$	6.5		$	5.5		$	1.0			18.2	%
Minority interest		7.1			(0.2	)		7.3			*

________________________________

*Percent change not applicable.

InfrastruX revenues increased $28.1 million due in part to the acquisition of one company late in the second quarter 2003 which added $12.4 million to revenues. Revenues from existing companies increased $8.7 million in 2004 compared to 2003 due to strong performance in the electric transmission sector of the construction services industry and new business in the Midwest region of the United States.

Other operations and maintenance expensesincreased $17.8 million due to increased utility construction in 2004 compared to 2003 and the acquisition of one company late in the second quarter 2003, which accounted for $11.8 million of the increase.

Depreciation and amortization expense increased $1.5 million in 2004 compared to 2003 primarily due to an increase in assets through a company acquisition late in the second quarter 2003 which accounted for $0.8 million of the increase and implementation of an integrated information technology platform across InfrastruX.

Goodwill impairment. In the fourth quarter 2004, as part of the required annual goodwill impairment review as required by Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,” InfrastruX recorded a non-cash, pre-tax goodwill impairment charge of $91.2 million. This charge reflected Puget Energy’s estimated fair value for InfrastruX in light of ongoing challenges in the utility construction services sector.

Income taxes decreased $3.4 million in 2004 compared to 2003. Included in the change was a $25.0 million deferred income tax benefit associated with the goodwill impairment charge, offset by a $18.0 million valuation allowance against the deferred tax benefit as Puget Energy does not expect to utilize the full benefit. The remaining change in income tax was primarily the result of higher taxable income at InfrastruX in 2004 compared to 2003.

Interest charges increased $1.0 million in 2004 compared to 2003 primarily due to a higher average debt balance in 2004 than in 2003 and higher interest rates.

Minority interest increased $7.3 million in 2004 compared to 2003 as a result of the change in net loss associated with the goodwill impairment charge in 2004.

PUGET SOUND ENERGY

2003 COMPARED TO 2002

ENERGY MARGINS       

The following table displays the details of electric margin changes from 2002 to 2003.

	ELECTRIC MARGIN
(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2003			2002			CHANGE			PERCENT CHANGE
Electric retail sales revenue	$	1,272.7		$	1,260.9		$	11.8			0.9	%
Electric transportation revenue		11.5			15.6			(4.1	)		(26.3	)
Other electric revenue-gas supply resale		9.1			(20.4	)		29.5			144.6
Total electric revenue for margin		1,293.3			1,256.1			37.2			3.0
Adjustments for amounts included in revenue:
Pass-through tariff items		(45.2	)		(32.1	)		(13.1	)		(40.8	)
Pass-through revenue-sensitive taxes		(91.0	)		(88.5	)		(2.5	)		(2.8	)
Residential exchange credit		173.8			150.0			23.8			15.9
Net electric revenue for margin		1,330.9			1,285.5			45.4			3.5
Minus power costs:
Fuel		(65.0	)		(113.5	)		48.5			42.7
Purchased electricity, net of sales to other utilities and marketers		(635.2	)		(557.1	)		(78.1	)		(14.0	)
Total electric power costs		(700.2	)		(670.6	)		(29.6	)		(4.4	)
Electric margin before PCA		630.7			614.9			15.8			2.6
Power cost deferred under the PCA mechanism		3.5			--			3.5			*
Electric margin	$	634.2		$	614.9		$	19.3			3.1	%

_________________________________

*Percent change not applicable.

Electric margin increased $19.3 million for 2003 compared to 2002 due primarily to the non-recurrence of losses associated with the resale of gas supply for electric generation in 2002 and increased MWh sales of 1.5%. Electric margin is electric sales to retail and transportation customers less pass-through tariff items and revenue sensitive taxes, and the cost of generating and purchasing electric energy sold to customers including transmission costs to bring electric energy to PSE’s service territory.

The following table displays the details of gas margin changes from 2002 to 2003.

	GAS MARGIN
(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2003			2002			CHANGE			PERCENT CHANGE
Gas retail revenue	$	609.6		$	673.2		$	(63.6	)		(9.4	)%
Gas transportation revenue		13.8			12.9			0.9			7.0
Total gas revenue for margin		623.4			686.1			(62.7	)		(9.1	)
Adjustments for amounts included in revenue:
Gas revenue hedge		0.2			0.6			(0.4	)		(66.7	)
Pass-through tariff items		(3.8	)		(2.3	)		(1.5	)		(65.2	)
Pass-through revenue-sensitive taxes		(48.5	)		(54.3	)		5.8			10.7
Net gas revenue for margin		571.3			630.1			(58.8	)		(9.3	)
Minus purchased gas costs		(327.1	)		(405.0	)		77.9			19.2
Gas margin	$	244.2		$	225.1		$	19.1			8.5	%

Gas margin increased $19.1 million in 2003 compared to 2002 due to the effects of the gas general rate increase effective September 1, 2002 that resulted in a $24.2 million increase in revenues in 2003. The increase was offset by a 2.1% decline in therm sales in 2003. Gas margin is gas sales to retail and transportation customers less pass-through tariff items and revenue-sensitive taxes and the cost of gas purchased, including gas transportation costs to bring gas to PSE’s service territory.

ELECTRIC OPERATING REVENUES

The table below sets forth significant changes in electric operating revenues for PSE from 2002 to 2003.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2003		2002		CHANGE			PERCENT CHANGE
Electric operating revenues:
Residential sales	$	603.7	$	616.5	$	(12.8	)		(2.0	)%
Commercial sales		556.0		536.0		20.0			3.7
Industrial sales		88.2		90.1		(1.9	)		(2.1	)
Transportation sales		11.5		15.6		(4.1	)		(26.2	)
Sales to other utilities and marketers		82.8		11.1		71.7			*
Other		58.5		19.4		39.1			201.5
Total electric operating revenues	$	1,400.7	$	1,288.7	$	112.0			8.7	%

________________________________

* Percent change not applicable.

Electric operating revenues increased $112.0 million in 2003 compared to 2002 due primarily to an increase of $71.7 million in wholesale electric sales to other utilities and marketers from greater surplus volumes. Wholesale sales volumes increased by 640,176 MWh or 94.5% compared to 2002. Retail sales volumes increased 337,154 MWh or 1.8% as a result of increased usage by commercial customers in 2003 compared to 2002. Electric operating revenues also increased by $27.4 million due primarily to the non-occurrence of 2002 losses on the sale of excess gas supply used for electric generation.

During 2003, the benefits of the Residential and Farm Energy Exchange Credit to customers reduced revenues by $181.9 million compared to $156.8 million in 2002. This credit also reduced power costs by a corresponding amount with no impact on earnings.

During 2003, PSE collected in its electric general rate tariff as a reduction to revenue and remitted to a grantor trust $7.7 million compared to $12.7 million for 2002 as a result of PSE’s 1995 sale of future electric revenues associated with its investment in conservation assets. The impact of the sale of revenue was offset by reductions in conservation amortization and interest expense. PSE’s 1995 conservation trust transaction was consolidated in the third quarter 2003 to meet the guidance of FIN 46 and, as a result, revenues increased $5.7 million while conservation amortization and interest expense increased by a corresponding amount with no impact on earnings. This amount was also forwarded to the grantor trust and any cash balance at the grantor trust was reported as restricted cash on the balance sheet.

GAS OPERATING REVENUES

The table below sets forth significant changes in gas operating revenues for PSE from 2002 to 2003.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2003		2002		CHANGE			PERCENT CHANGE
Gas operating revenues:
Residential sales	$	401.7	$	428.6	$	(26.9	)		(6.3	)%
Commercial sales		178.2		209.5		(31.3	)		(14.9	)
Industrial sales		29.7		35.1		(5.4	)		(15.4	)
Transportation sales		13.8		12.9		0.9			7.0
Other		10.8		11.1		(0.3	)		(2.7	)
Total gas operating revenues	$	634.2	$	697.2	$	(63.0	)		(9.0	)%

Regulated gas utility revenues in 2003 compared to 2002 decreased by $63.0 million or 9.0% due primarily to lower PGA mechanism rates in 2003 as a result of refunding the previous overcollection of PGA mechanism gas costs. In addition, warmer temperatures in 2003 resulted in 8.5% fewer heating degree days as compared to 2002 resulting in lower therm sales.

PGA mechanism rates charged to customers were lower in 2003 compared to 2002 as a result of rate decreases of 7.3% and 12.5% which took effect September 1, 2002 and November 1, 2002, respectively, offset by a rate increase of 20.1% which took effect April 10, 2003, and another rate increase of 13.3% effective October 1, 2003.

OTHER OPERATING REVENUES

Other operating revenues decreased $3.8 million in 2003 compared to 2002 primarily due to a decrease in property sales gains for Puget Western, Inc., a PSE subsidiary, which generates a majority of its revenue through the development and sale of property.

OPERATING EXPENSES

The table below sets forth significant changes in operating expenses for PSE and its subsidiaries from 2002 to 2003.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2003			2002			CHANGE			PERCENT CHANGE
Purchased electricity	$	714.5		$	568.2		$	146.3			25.7	%
Electric generation fuel		65.0			113.5			(48.5	)		(42.7	)
Residential exchange power cost credit		(173.8	)		(149.9	)		(23.9	)		(15.9	)
Purchased gas		327.1			405.0			(77.9	)		(19.2	)
Unrealized (gain) loss on derivative instruments		0.1			(11.6	)		11.7			100.8
Utility operations and maintenance		289.7			286.2			3.5			1.2
Depreciation and amortization		220.1			215.3			4.8			2.2
Conservation amortization		33.4			17.5			15.9			90.9
Taxes other than income taxes		194.9			202.4			(7.5	)		(3.7	)
Income taxes		70.9			52.8			18.1			34.2

Purchased electricity expenses increased $146.3 million in 2003 compared to 2002. PSE’s hydroelectric production and related power costs in 2003 were negatively impacted by below-normal winter precipitation and snow pack in the Pacific Northwest region associated with an El Nino weather condition. The January 25, 2004 Columbia Basin Runoff Summary published by the National Weather Service Northwest River Forecast Center indicated that the total observed runoff above Grand Coulee Reservoir for the period January through December 2003 was 87% of normal. This compared to 108% of normal for the same period in 2002.

Electric generation fuel expense decreased $48.5 million in 2003 compared to 2002 as a result of lower fuel costs for PSE-controlled gas-fired generation facilities and the result of not operating the generating facilities due to available lower-cost wholesale power supply.

Residential exchange credits associated with the Residential Purchase and Sale Agreement with Bonneville Power Administration (BPA) increased $23.9 million in 2003 compared to 2002 due to the impact of a full year’s increased Residential and Farm Energy Exchange credit rate. The rate increased in January, March and October of 2002 for residential and small farm customers. Discussion of the amended Residential Purchase and Sale Agreement between PSE and BPA can be found under Item 1 - Business - Regulation and Rates - Residential and Small Farm Exchange Benefit Credit. The residential exchange credits are passed through to eligible residential and small farm customers by a corresponding reduction in revenues.

Purchased gas expenses decreased $77.9 million in 2003 compared to 2002 primarily due to a 2.1% decrease in sales volume, which was partially offset by an increase in PGA rates. The PGA mechanism allows PSE to recover expected gas costs. PSE defers, as a receivable or liability, any gas costs that exceed or fall short of the amount in PGA mechanism rates and accrues interest under the PGA mechanism. The PGA liability balance at December 31, 2003 was $12.0 million compared to a liability balance of $83.8 million at December 31, 2002.

Unrealized losses on derivative instruments increased $11.7 million in 2003 compared to 2002 as a result of unrealized losses on gas hedge contracts that were de-designated in the fourth quarter of 2001 and settled in 2002. The unrealized gains and losses recorded in the income statement are the result of the change in the market value of derivative instruments not meeting cash flow hedge criteria.

Utility operations and maintenance expense increased $3.5 million in 2003 compared to 2002, which included an increase of $3.3 million related to a full year of low-income program costs that were passed-through in retail rates with no impact on earnings. As a result, the pre-tax impact on net income from utility operations and maintenance expense was an increase of $0.2 million due primarily to an increase in electric overhead and underground line costs, gas distribution main costs, least cost planning costs, due diligence costs for power resource acquisition, certain costs associated with preparing the PCORC and meter reading expenses. The overall increase in utility operations and maintenance expenses was partially offset by a $2.0 million reduction of production operations and maintenance costs in 2003 compared to 2002 due to decreased operating costs of PSE’s combustion turbine plants which were operated at lower levels in 2003 than in 2002 due to lower wholesale power prices. In addition, PSE’s Personal Energy Management^TM energy-efficiency program costs decreased $6.3 million in 2003 compared to 2002 reflecting a decreased emphasis on the program in light of relatively moderate energy prices and cancellation of the Time of Use program in November 2002. Also included in the results was pension income related to PSE’s defined benefit pension plan which is allocated between capital and operations and maintenance expense based on the distribution of labor costs in accordance with FERC guidelines. As a result, approximately 67.0% of the annual qualified pension income of $12.9 million for 2003 was recorded as a reduction in operations and maintenance expense compared to 66.8% or $17.7 million for 2002. During the fourth quarter 2003, the Pacific Northwest region was hit by a severe windstorm that caused significant damage to PSE’s electric distribution system. The windstorm was considered a “catastrophic event” under Washington Commission guidelines and as a result, PSE was able to defer the repair cost of $10.1 million for later recovery in retail rates.

Depreciation and amortization expense increased $4.8 million in 2003 compared to 2002 due primarily to the effects of a new plant placed in service during the past year.

Conservation amortization increased $15.9 million in 2003 compared to 2002 due to increased conservation expenditures and the result of consolidating the off-balance sheet conservation trust beginning July 1, 2003 in accordance with FIN 46. The consolidation of the conservation trust increased conservation amortization by $5.7 million for the period July through December 2003. Pass-through conservation costs are recovered through an electric conservation rider, a gas conservation tracker mechanism and a conservation trust rate schedule with no impact to earnings.

Taxes other than income taxes decreased $7.5 million in 2003 compared to 2002 primarily due to the 2002 property tax expense of $5.2 million related to the State of Oregon property tax bills covering a six-year period ending June 30, 2001 not recurring in 2003, a $1.4 million reduction in expense in the second quarter 2003 related to the settlement of the State of Oregon property tax bills and a $2.8 million decrease in revenue-based Washington State excise tax and municipal tax. This was offset by a $1.6 million increase in Washington State property taxes.

Income taxes increased $18.1 million in 2003 compared to 2002 as a result of increased income offset by true-ups related to filing the prior year’s income tax returns, which reduced income tax expense by $3.0 million and a $6.2 million reduction in tax expense related to the favorable resolution of a federal income tax matter from 1997 to 2002 in the second quarter 2003. The increase was also the result of 2002 tax benefits totaling $10.3 million. The $10.3 million was composed of a $4.1 million refund related to the audit of the Company’s 1998 and 1999 federal income tax returns, a $3.5 million reduction to income tax expense representing an adjustment to 2001 federal income tax based on the 2001 federal tax return and a $2.7 million reduction in expense related to a refund of federal income taxes for 2000.

OTHER INCOME, INTEREST CHARGES AND PREFERRED STOCK DIVIDENDS

The table below sets forth changes in other income, interest charges and preferred stock dividends for PSE and its subsidiaries from 2002 to 2003.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2003		2002		CHANGE			PERCENT CHANGE
Other income (net of tax)	$	1.6	$	5.2	$	(3.6	)		(69.2	)%
Interest charges		179.4		190.9		(11.5	)		(6.0	)
Preferred stock dividends		5.2		7.8		(2.6	)		(33.3	)

Other income, net of federal income tax, decreased $3.6 million compared to 2002 reflecting a $4.0 million after-tax downward adjustment of the carrying value of a non-utility venture capital investment in the fourth quarter 2003.

Interest charges decreased $11.5 million for 2003 compared to 2002 primarily due to a decrease in long-term and short-term debt outstanding of $12.0 million and the maturity of $72.0 million of Medium-Term Notes with interest rates ranging from 6.20% to 7.02% during 2003, the early redemption of $123.0 million of Medium-Term Notes with interest rates ranging from 7.19% to 8.59% during 2003, and the refinancing of $161.9 million of Pollution Control Bonds with interest rates ranging from 5.875% to 7.25% to rates ranging from 5.00% to 5.10%. The decrease in interest expense was partially offset by the issuance of $150 million of senior notes, with an interest rate of 3.36%, in May 2003. PSE was able to pay maturing notes and redeem other notes mainly with additional equity investments by Puget Energy in 2003 and 2002.

Preferred stock dividends decreased $2.6 million in 2003 compared to 2002 due to the redemption of the 7.45% series preferred stock not subject to mandatory redemption for both sinking fund requirements and total redemption of the remaining shares in the series at par value plus accrued dividends in 2003.

INFRASTRUX

2003 COMPARED TO 2002

The table below sets forth significant changes in revenues and expenses for InfrastruX from 2002 to 2003.

(DOLLARS IN MILLIONS) TWELVE MONTHS ENDED DECEMBER 31	2003		2002		CHANGE			PERCENT CHANGE
Non-utility construction services revenue	$	341.8	$	319.5	$	22.3			7.0	%
Other operations and maintenance	$	302.4	$	270.7	$	31.7			11.7	%
Depreciation and amortization		16.8		13.5		3.3			24.4
Income taxes		1.6		6.7		(5.1	)		(76.1	)

Non-utility construction services revenue increased $22.3 million in 2003 due primarily to acquisitions of several companies during 2002 and 2003, which contributed to an increase of $44.4 million. Excluding the impact of acquisitions, InfrastruX revenue decreased $22.1 million from 2002 due primarily to general market weakness and changing activities on certain lines of business. InfrastruX records revenues as services are performed or on a percent of completion basis for fixed-price projects.

Other operations and maintenance expenses increased $31.7 million in 2003 compared to 2002 due primarily to acquisitions of several companies during 2002 and 2003, which contributed to an increase of $37.1 million. Excluding the impact of acquisitions, operations and maintenance expenses decreased $5.4 million from 2002 due to lower productivity. The decrease, excluding the impact of acquisitions, was not proportionate to the decline in revenues due to the impact of severe wet weather on productivity during the first quarter 2003 as well as the high costs of completing work in low-volume activities in 2003.

Depreciation and amortization expense increased by $3.3 million in 2003 compared to 2002 due to acquisitions during 2003 and 2002, which were not owned during the full year of 2002.

Income taxes decreased $5.1 million in 2003 compared to 2002 due to lower income.

CAPITAL RESOURCES AND LIQUIDITY

CAPITAL REQUIREMENTS

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Puget Energy. The following are Puget Energy’s aggregate consolidated (including PSE) contractual and commercial commitments as of December 31, 2004:

Puget Energy				Payments Due Per Period
CONTRACTUAL OBLIGATIONS (DOLLARS IN MILLIONS)	Total		2005		2006- 2007		2008- 2009		2010 & Thereafter
Long-term debt	$	2,251.4	$	38.9	$	552.0	$	339.5	$	1,321.0
Short-term debt		8.3		8.3		--		--		--
Junior subordinated debentures payable to a subsidiary trust 1		280.3		--		--		--		280.3
Mandatorily redeemable preferred stock		1.9		--		--		--		1.9
Service contract obligations		168.6		21.5		48.6		47.7		50.8
Capital lease obligations		7.0		2.0		3.6		1.4		--
Non-cancelable operating leases		129.5		19.3		37.3		26.8		46.1
Fredonia combustion turbines lease 2		65.3		4.6		8.6		8.3		43.8
Energy purchase obligations		4,988.2		929.4		1,491.0		1,278.2		1,289.6
Financial hedge obligations		20.0		6.2		11.9		1.9		--
Pension funding		45.7		4.3		8.2		9.8		23.4
Total contractual cash obligations	$	7,966.2	$	1,034.5	$	2,161.2	$	1,713.6	$	3,056.9

				Amount of Committment Expiration Per Period
COMMERCIAL COMMITMENTS (DOLLARS IN MILLIONS)	Total		2005		2006- 2007		2008- 2009		2010 & Thereafter
Guarantees 3	$	131.0	$	--	$	131.0	$	--	$	--
Liquidity facilities - available 4		349.5		--		349.5		--		--
Lines of credit - available 5		53.6		25.4		28.2		--		--
Energy operations letter of credit		0.5		0.5		--		--		--
Total commercial commitments	$	534.6	$	25.9	$	508.7	$	--	$	--

_______________________

1   In 1997 and 2001, PSE formed Puget Sound Energy Capital Trust I and Puget Sound Energy Capital Trust II, respectively, for the sole purpose of issuing and selling preferred securities (Trust Securities) to investors and issuing common securities to PSE. The proceeds from the sale of Trust Securities were used by the Trusts to purchase Junior Subordinated Debentures (Debentures) from PSE. The Debentures are the sole assets of the Trusts and PSE owns all common securities of the Trusts.

2   See “Fredonia 3 and 4 Operating Lease” under “Off-Balance Sheet Arrangements” below.

3   In May 2004, InfrastruX signed a three-year credit agreement with a group of banks to provide up to $150 million in financing. Under the credit agreement, Puget Energy is the guarantor of the line of credit. Certain InfrastruX subsidiaries also have certain borrowing capacities for working capital purposes of which Puget Energy is not a guarantor.

4   At December 31, 2004, PSE had available a $350 million unsecured credit agreement expiring in June 2007 and a $150 million receivables securitization facility that expires in December 2005. At December 31, 2004, PSE had no amounts of receivables available for sale under its receivables securitization facility. See “Accounts Receivable Securitization Program” under “Off-Balance Sheet Arrangements” below for further discussion. The credit agreement and securitization facility provide credit support for an outstanding letter of credit totaling $0.5 million, thereby effectively reducing the available borrowing capacity under these liquidity facilities to $349.5 million.

5   Puget Energy has a $15 million line of credit with a bank. At December 31, 2004, $5.0 million was outstanding, leaving $10.0 million available to borrow under the agreement. Puget Energy reduced the borrowing capacity under this line of credit to $5.0 million on February 1, 2005. InfrastruX has $186.7 million in lines of credit with various banks to fund capital credit requirements of InfrastruX and its subsidiaries. InfrastruX and its subsidiaries had $139.3 million outstanding under their credit agreements and letters of credit of $3.8 million at December 31, 2004, effectively reducing the available borrowing capacity under these lines of credit to $43.6 million.

Puget Sound Energy. The following are PSE’s aggregate contractual and commercial commitments as of December 31, 2004:

Puget Sound Energy				Payments Due Per Period
CONTRACTUAL OBLIGATIONS (DOLLARS IN MILLIONS)	Total		2005		2006- 2007		2008- 2009		2010 & Thereafter
Long-term debt	$	2,095.4	$	31.0	$	406.0	$	337.4	$	1,321.0
Junior subordinated debentures payable to a subsidiary trust 1		280.3		--		--		--		280.3
Mandatorily redeemable preferred stock		1.9		--		--		--		1.9
Service contract obligations		168.6		21.5		48.6		47.7		50.8
Non-cancelable operating leases		116.4		12.8		31.6		26.0		46.0
Fredonia combustion turbines lease 2		65.3		4.6		8.6		8.3		43.8
Energy purchase obligations		4,988.2		929.4		1,491.0		1,278.2		1,289.6
Financial hedge obligations		20.0		6.2		11.9		1.9		--
Pension funding		45.7		4.3		8.2		9.8		23.4
Total contractual cash obligations	$	7,781.8	$	1,009.8	$	2,005.9	$	1,709.3	$	3,056.8

				Amount of Commitment Expiration Per Period
COMMERCIAL COMMITMENTS (DOLLARS IN MILLIONS)	Total		2005		2006- 2007		2008- 2009		2010 & Thereafter
Liquidity facilities - available 3	$	349.5	$	--	$	349.5	$	--	$	--
Energy operations letter of credit		0.5		0.5		--		--		--
Total commercial commitments	$	350.0	$	0.5	$	349.5	$	--	$	--

_______________________

1   See note 1 above.

2   See note 2 above.

3   See note 4 above.

OFF-BALANCE SHEET ARRANGEMENTS

ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

In order to provide a source of liquidity to PSE at an attractive cost, PSE entered into a Receivables Sales Agreement with Rainier Receivables, Inc., a wholly owned subsidiary of PSE in December 2002. Pursuant to the Receivables Sales Agreement, PSE sold all its utility customers’ accounts receivable and unbilled utility revenues to Rainier Receivables. Concurrently with entering into the Receivables Sales Agreement, Rainier Receivables entered into a Receivables Purchase Agreement with PSE and a third party. The Receivables Purchase Agreement allows Rainier Receivables to sell the receivables purchased from PSE to the third party. The amount of receivables sold by Rainier Receivables is not permitted to exceed $150 million at any time. However, the maximum amount may be less than $150 million depending on the outstanding eligible amount of PSE’s receivables, which fluctuate with the seasonality of energy sales to customers.

The receivables securitization facility is the functional equivalent of a revolving line of credit secured by receivables. In the event Rainier Receivables elects to sell receivables under the Receivables Purchase Agreement, Rainier Receivables is required to pay fees to the purchasers that are comparable to interest rates on a revolving line of credit. As receivables are collected by PSE as agent for the receivables purchasers, the outstanding amount of receivables held by the purchasers declines until Rainier Receivables elects to sell additional receivables to the purchasers.

The receivables securitization facility expires in December 2005, but is terminable by PSE and Rainier Receivables upon notice to the receivables purchasers. At December 31, 2004, Rainier Receivables had fully utilized its $150 million available balance under the receivable securitization facility, and therefore had no additional available balances to be sold under it.

During the years ended December 31, 2004 and 2003, Rainier Receivables sold a cumulative $600.2 million and $348.0 million of receivables, respectively.

FREDONIA 3 AND 4 OPERATING LEASE

PSE leases two combustion turbines for its Fredonia 3 and 4 electric generating facility pursuant to a master operating lease that was amended for this purpose in April 2001. The lease has a term expiring in 2011, but can be canceled by PSE at any time. Payments under the lease vary with changes in the London Interbank Offered Rate (LIBOR). At December 31, 2004, PSE’s outstanding balance under the lease was $56.3 million. The expected residual value under the lease is the lesser of $37.4 million or 60% of the cost of the equipment. In the event the equipment is sold to a third party upon termination of the lease and the aggregate sales proceeds are less than the unamortized value of the equipment, PSE would be required to pay the lessor contingent rent in an amount equal to the deficiency up to a maximum of 87% of the unamortized value of the equipment.

UTILITY CONSTRUCTION PROGRAM

Utility construction expenditures for generation, transmission and distribution are designed to meet continuing customer growth and to improve efficiencies of PSE’s energy delivery systems. Construction expenditures, excluding equity Allowance for Funds Used During Construction (AFUDC), were $393.9 million in 2004. Utility construction expenditures in 2005, 2006 and 2007 are expected to be $380 million, $400 million and $384 million, respectively, excluding amounts for new generation resources currently under evaluation. New generation resources under evaluation consist of two separate wind generation projects that are anticipated to be completed in 2005 and 2006, respectively. The first project, if completed in 2005, is anticipated to have a total cost of approximately $200 million. The second project, if completed in 2006, is anticipated to have a total cost range of approximately $300 to $350 million. The proposed utility construction expenditures and new generation resource expenditures, if acquired, are anticipated to be funded with a combination of short-term debt, long-term debt and equity. Construction expenditure estimates, including the new generation resources, are subject to periodic review and adjustment in light of changing economic, regulatory, environmental and efficiency factors.

NEW GENERATION RESOURCES

In April 2004, PSE completed the purchase of a 49.85% interest in Frederickson 1, a gas-fired electric generating station located in western Washington. The purchase has added $80.8 million in utility plant and approximately 124 MW of electric generation capacity to serve PSE’s retail customers. PSE submitted a PCORC in October 2003 to the Washington Commission to recover the cost of the new generating facility and other power costs. The acquisition of Frederickson 1 was approved by the Washington Commission on April 7, 2004 and was also approved by FERC under the Federal Power Act on April 23, 2004.

In September and October 2004, PSE signed two non-binding letters of intent to obtain a 100% ownership interest in both the proposed Wild Horse wind power project (Wild Horse project) and the Hopkins Ridge wind power project (Hopkins Ridge project). The projects are located in central and eastern Washington State. The Wild Horse project is expected to have approximately 100 to 130 wind turbines and generate from 150 to 230 MW of power or 77 average MW, depending on the final design agreement. The Hopkins Ridge project is expected to generate approximately 150 MW of power or 52 average MW. Both projects will require final binding agreements between PSE and the developers. Such agreements are expected to be executed in 2005.

OTHER ADDITIONS

Other property, plant and equipment additions were $15.5 million in 2004. Puget Energy expects InfrastruX’s capital additions to be $18.0 million in 2005. Construction expenditure estimates are subject to periodic review and adjustment in light of changing economic, regulatory, environmental and efficiency factors.

CAPITAL RESOURCES

CASH FROM OPERATIONS

Cash generated from operations for the year ended December 31, 2004 was $456.4 million. During that period, $92.3 million in cash was used for AFUDC and payment of dividends. Consequently, cash flows available for utility construction expenditures and other capital expenditures were $364.1 million or 87.7% of the $415.4 million in construction expenditures (net of AFUDC and customer refundable contributions) and other capital expenditure requirements for 2004. For the year ended December 31, 2003, cash generated from operations was $317.9 million, $90.0 million of which was used for AFUDC and payment of dividends. Therefore, cash flows available for utility construction expenditures and other capital expenditures were $227.9 million, or 77.1% of the $295.7 million in construction expenditures (net of AFUDC and customer refundable contributions) and other capital expenditure requirements for 2003. The overall cash generated from operating activities in 2004 increased $138.5 million compared to 2003. The increase was partially the result of increases in PGA rates in April 2003, October 2003 and October 2004, combined with lower cash paid under the PGA mechanism for liability balances in 2003 for a total positive cash flow of $40.8 million. Cash from operating activities also increased $27.7 million due to higher cash payments received from BPA than provided to customers under the residential exchange program compared to 2003 when PSE provided customers more cash than BPA paid to PSE. In addition, changes in deferred taxes contributed $15.2 million to positive cash flow. In 2004, PSE did not fund the qualified pension plan compared to funding $26.5 million in 2003, which positively impacted cash flow from operating activities. Cash flow from operating activities also improved $27.7 million through recovery of collateral deposits in 2004 compared to a return of collateral deposits in 2003 from energy supply counterparties.

FINANCING PROGRAM

Financing utility construction requirements and operational needs are dependent upon the cost and availability of external funds through capital markets and from financial institutions. Access to funds is dependent upon factors such as general economic conditions, regulatory authorizations and policies, and Puget Energy’s and PSE’s credit ratings.

RESTRICTIVE COVENANTS

In determining the type and amount of future financing, PSE may be limited by restrictions contained in its electric and gas mortgage indentures, articles of incorporation and certain loan agreements. The goodwill impairment at Puget Energy does not cause any violations of financial covenants at Puget Energy or PSE. Under the most restrictive tests, at December 31, 2004, PSE could issue:

·   approximately $281 million of additional first mortgage bonds under PSE’s electric mortgage indenture based on approximately $468 million of electric bondable property available for issuance, subject to an interest coverage ratio limitation of 2.0 times net earnings available for interest, which PSE exceeded at December 31, 2004;

·   approximately $417 million of additional first mortgage bonds under PSE’s gas mortgage indenture based on approximately $695 million of gas bondable property available for issuance, subject to an interest coverage ratio limitation of 1.75 times net earnings available for interest, which PSE exceeded at December 31, 2004;

·   approximately $486.3 million of additional preferred stock at an assumed dividend rate of 6.625%; and

·   approximately $273.2 million of unsecured long-term debt.

At December 31, 2004, PSE had approximately $3.6 billion in electric and gas ratebase to support the interest coverage ratio limitation test for net earnings available for interest.

CREDIT RATINGS

Neither Puget Energy nor PSE has had any rating downgrade triggers that would accelerate the maturity dates of outstanding debt. However, a downgrade in the companies’ credit ratings could adversely affect their ability to renew existing, or obtain access to new, credit facilities and could increase the cost of such facilities. For example, under PSE’s revolving credit facility, the spreads over the index and commitment fee increase as PSE’s secured long-term debt ratings decline. A downgrade in commercial paper ratings could preclude PSE’s ability to issue commercial paper under its current programs. The marketability of PSE commercial paper is currently limited by the A-3/P-2 ratings by Standard & Poor’s and Moody’s Investors Service. In addition, downgrades in any or a combination of PSE’s debt ratings may allow counterparties on a contract by contract basis in the wholesale electric, wholesale gas and financial derivative markets to require PSE to post a letter of credit or other collateral, make cash prepayments, obtain a guarantee agreement or provide other mutually agreeable security.

The ratings of Puget Energy and PSE, as of February 23, 2005, were:

	Ratings
	Standard & Poor’s	Moody’s
Puget Sound Energy
Corporate credit/issuer rating	BBB-	Baa3
Senior secured debt	BBB	Baa2
Shelf debt senior secured	BBB	(P)Baa2
Trust preferred securities	BB	Ba1
Preferred stock	BB	Ba2
Commercial paper	A-3	P-2
Revolving credit facility	*	Baa3
Ratings outlook	Positive	Stable
Puget Energy
Corporate credit/issuer rating	BBB-	Ba1

_______________________

* Standard & Poor’s does not rate credit facilities.

SHELF REGISTRATIONS, LONG-TERM DEBT AND COMMON STOCK ACTIVITY

In January 2004, Puget Energy and PSE filed a shelf registration statement with the Securities and Exchange Commission for the offering, on a delayed or continuous basis, of up to $500 million of:

·   common stock of Puget Energy, and

·   senior notes of PSE, secured by a pledge of PSE’s first mortgage bonds.

On July 15, 2004, PSE issued $200 million in floating rate senior notes under its existing $500 million shelf registration statement, reducing the available balance for issuance under the shelf registration statement to $300 million. The notes float at the three-month LIBOR rate plus 0.30%, (2.37% at December 31, 2004), mature on July 14, 2006, and can be redeemed at par any time after January 15, 2005. PSE used the net proceeds from the sale of the floating rate senior notes to repay outstanding amounts under its commercial paper and accounts receivable securitization programs, including amounts incurred to repay long-term debt, and also used the proceeds to redeem $55 million in principal of first mortgage bonds at a premium of 3.68% on August 14, 2004. It is anticipated that the $200 million in floating rate senior notes will be paid off with a combination of long-term debt and internally generated funds.

During 2004, PSE redeemed the following long-term debt:

·   $18.5 million medium term notes with interest rates ranging from 6.07% to 6.10%;

·   $30.0 million medium term notes at an interest rate of 7.80% in May 2004;

·   $4.2 million conservation trust bonds at an interest rate of 6.45% during 2004;

·   $55.0 million medium term notes at an interest rate of 7.35% in August 2004; and

·   $50.0 million medium term notes at an interest rate of 7.70% in December 2004.

LIQUIDITY FACILITIES AND COMMERCIAL PAPER

PSE’s short-term borrowings and sales of commercial paper are used to provide working capital and funding of utility construction programs.

In May 2004, PSE entered into a three-year, $350 million unsecured credit agreement with a group of banks which replaced its previous $250 million unsecured credit agreement. PSE also has a $150 million receivables securitization program which expires in December 2005. At December 31, 2004, PSE had available $350 million in the unsecured credit agreement and no amounts under its $150 million receivable securitization facility, both of which provide credit support for outstanding commercial paper and outstanding letters of credit. At December 31, 2004, there was $0.5 million outstanding under a letter of credit and no commercial paper outstanding, effectively reducing the available borrowing capacity under these liquidity facilities to $349.5 million.

In May 2004, InfrastruX entered into a three-year, $150 million credit agreement with a group of banks, replacing its previous $150 million credit agreement. Puget Energy is the guarantor of the line of credit. In addition, InfrastruX’s subsidiaries have an additional $36.7 million in lines of credit with various banks, for a total capacity for InfrastruX and its subsidiaries of $186.7 million under their line of credit agreements. Borrowings available for InfrastruX are used to fund acquisitions and working capital requirements of InfrastruX and its subsidiaries. At December 31, 2004, InfrastruX and its subsidiaries had $139.3 million outstanding under their credit agreements and letters of credit of $3.8 million, effectively reducing the available borrowing capacity under these lines of credit to $43.6 million.

Puget Energy has a $15 million credit agreement expiring in May 2006 with a bank. On February 1, 2005, Puget Energy reduced the borrowing capacity of this credit agreement to $5.0 million. Under the terms of the agreement, Puget Energy pays a floating interest rate on borrowings based on LIBOR. The interest rate is set for one, two, or three-month periods at the option of Puget Energy with interest due at the end of each period. Puget Energy also pays a commitment fee on any unused portion of the credit facility. Puget Energy had $5.0 million outstanding under the credit agreement at December 31, 2004.

STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN

Puget Energy has a Stock Purchase and Dividend Reinvestment Plan pursuant to which shareholders and other interested investors may invest cash and cash dividends in shares of Puget Energy’s common stock. Since new shares of common stock may be purchased directly from Puget Energy, funds received may be used for general corporate purposes. Puget Energy issued common stock from the Stock Purchase and Dividend Reinvestment Plan of $15.2 million (681,491 shares) in 2004 compared to $15.5 million (721,340 shares) in 2003. The proceeds from sales of stock under these plans are used for general corporate needs.

COMMON STOCK OFFERING PROGRAMS

To provide additional financing options, Puget Energy entered into agreements in July 2003 with two financial institutions under which Puget Energy may offer and sell shares of its common stock from time to time through these institutions as sales agents, or as principals. Sales of the common stock, if any, may be made by means of negotiated transactions or in transactions that may be deemed to be “at-the-market” offerings as defined in Rule 415 promulgated under the Securities Act of 1933, including in ordinary brokers’ transactions on the New York Stock Exchange at market prices.

OTHER

TENASKA DISALLOWANCE

The Washington Commission issued an order on May 13, 2004 determining that PSE did not prudently manage gas costs for the Tenaska electric generating plant and ordered PSE to adjust its PCA deferral account to reflect a disallowance of $25.6 million for the PCA 1 period (July 1, 2002 through June 30, 2003), which was recorded by PSE as a Purchased Electricity expense in the second quarter 2004. The order also established guidelines for future recovery of Tenaska costs. The amounts were determined to be a $25.6 million disallowance for the PCA 1 period and an estimated disallowance of $11.3 million for the PCA 3 period (July 1, 2004 to June 30, 2005), based upon applying the Washington Commission’s methodology of 50% disallowance on the return on the Tenaska regulatory asset due to projected costs exceeding the benchmark during the period. For the PCA 3 period, approximately $5.6 million was disallowed in the period July 1, 2004 through December 31, 2004, primarily as a reduction to Electric Operating Revenue. While the Washington Commission did not expressly address the disallowance for the PCA 2 period (July 1, 2003 through June 30, 2004), PSE estimated the disallowance for the PCA 2 period to be approximately $12.2 million if the Washington Commission were to follow the same methodology as they have ordered for the PCA 3 period. Therefore, PSE recorded a $12.2 million disallowance to Purchased Electricity expense in the second quarter 2004 for the 50% disallowance of the return on the Tenaska regulatory asset in accordance with the Washington Commission’s methodology discussed in its order of May 13, 2004 for a cumulative impact on earnings of $43.4 million in 2004 for the PCA 1, PCA 2 and PCA 3 periods. As a result of the disallowance recorded, the PCA customer deferral was expensed and a reserve was established for amounts not previously deferred under the PCA mechanism. The reserve balance as of December 31, 2004 was $3.2 million, which is expected to be utilized in 2005 as excess power costs are shared through the PCA mechanism.

PSE filed the PCA 2 period compliance filing in August 2004 and received an order from the Washington Commission on February 23, 2005. In the PCA 2 compliance order, the Washington Commission approved the Washington Commission staff’s recommendation for an additional return related to the Tenaska regulatory asset in the amount of $6.1 million related to the period July 1, 2003 through December 31, 2003. Washington Commission staff’s recommendation was opposed by certain other parties. This amount alters the PCA deferral and is subject to reconsideration and appeal by other parties. Parties have 10 days from February 23, 2005 to file for reconsideration and 30 days to appeal the order. Once the statutory appeal process has concluded and the Washington Commission issues its final order, PSE will determine if recording a regulatory asset is appropriate.

In the May 13, 2004 order, the Washington Commission established guidelines and a benchmark to determine PSE’s recovery on the Tenaska regulatory asset starting with the PCA 3 period (July 1, 2004) through the expiration of the Tenaska contract in the year 2011. The benchmark is defined as the original cost of the Tenaska contract adjusted to reflect the 1.2% disallowance from a 1994 Prudence Order.

Below is a summary of the Tenaska disallowances by quarter through December 31, 2004:

(DOLLARS IN MILLIONS) QUARTER ENDING	7/02 - 6/03 PCA 1 (ordered/final)	7/03 - 6/04 PCA 2 (estimated)	7/04 - 12/04 PCA 3 (estimated)	Total
June 30, 2004	$  25.6	$  12.2	$    --	$  37.8
September 30, 2004	--	--	2.8	2.8
December 31, 2004	--	--	2.8	2.8
Total	$  25.6	$  12.2	$  5.6	$  43.4

The Washington Commission guidelines for determining future recovery of the Tenaska costs (gas costs, recovery of the Tenaska regulatory asset and return on the Tenaska regulatory asset) are as follows:

1.   The Washington Commission will determine if PSE’s gas purchasing plan and gas purchases for Tenaska are prudent through the PCA compliance filings.

2.   If PSE’s gas purchasing plan and gas purchases for Tenaska are prudent, and if PSE’s actual Tenaska costs fall at or below the benchmark, it will fully recover its Tenaska costs.

3.   If PSE’s gas purchasing plan and gas purchases for Tenaska are prudent, but its actual Tenaska costs exceed the benchmark, PSE will only recover 50% of the lesser of:

a)   actual Tenaska costs that exceed the benchmark; or

b)   the return on the Tenaska regulatory asset.

4.   If PSE’s gas purchasing plan or gas purchases are found to be imprudent in a future proceeding, PSE risks disallowance of any and all Tenaska costs.

The Washington Commission confirmed that if the Tenaska gas costs are deemed prudent, PSE will recover the full amount of actual gas costs and the recovery of the Tenaska regulatory asset even if the benchmark is exceeded. The projected costs and projected benchmark costs for Tenaska have been updated as of December 31, 2004 to reflect higher forward gas prices and are as follows:

(DOLLARS IN MILLIONS)	2005		2006		2007		2008			2009			2010			2011
Projected Tenaska costs *	$	194.5	$	197.2	$	189.0	$	180.3		$	170.3		$	162.9		$	170.0
Projected Tenaska benchmark costs		159.7		167.9		175.2		182.2			189.5			197.2			213.8
Over (under) benchmark costs	$	34.8	$	29.3	$	13.8	$	(1.9	)	$	(19.2	)	$	(34.3	)	$	(43.8	)
Projected 50% disallowance based on Washington Commission methodology	$	10.5	$	8.8	$	5.8	$	1.6		$	--		$	--		$	--

_______________________

* Projection will change based on market conditions of gas and replacement power costs.

PROCEEDINGS RELATING TO THE WESTERN POWER MARKET

The following discussion summarizes the status as of the date of this report of ongoing proceedings in which PSE is a party relating to the Western power markets. PSE intends to vigorously defend against each of these cases and does not expect the ultimate resolution of these proceedings in the aggregate to have a material adverse impact on the financial condition, results of operations or liquidity of the Company. However, there can be no assurances in that regard because litigation is subject to numerous uncertainties and PSE is unable to predict the ultimate outcome of these matters. Accordingly, there can be no guarantee that these proceedings, either individually or in the aggregate, will not materially and adversely affect PSE’s financial condition, results of operations or liquidity.

1.   California Receivable and California Refund Proceeding. In 2001, PG&E and Southern California Edison failed to pay the California Independent System Operator Corporation (CAISO) and the California PX for energy purchases. The CAISO in turn failed to pay various energy suppliers, including PSE, for energy sales made by PSE into the California energy market during the fourth quarter 2000. Both PG&E and the California PX filed for bankruptcy in 2001, further constraining PSE’s ability to receive payments due to bankruptcy court controls placed on the distribution of funds by the California PX and the escrow of funds owed by PG&E for purchases during the fourth quarter 2000 are owed by the California PX.

a.   California Refund Proceeding. On July 25, 2001, FERC ordered an evidentiary hearing (Docket No. EL00-95) to determine the amount of refunds due to California energy buyers for purchases made in the spot markets operated by the CAISO and the California PX during the period October 2, 2000 through June 20, 2001 (refund period). The CAISO continues its efforts to prepare revised settlement statements based on newly recalculated costs and charges for spot market sales to California during the refund period and currently estimates that it will determine “who owes what to whom” in early 2005. On September 2, 2004, FERC issued an order selecting Ernst & Young LLP as the independent auditor of fuel cost allowance claims made by sellers, including PSE. A review of that claim is pending, awaiting further guidance from FERC. Many of the numerous orders that FERC issued in Docket No. EL00-95 are on appeal and have been consolidated before the United States Court of Appeals for the Ninth Circuit as a result of a case management conference conducted on September 21, 2004. FERC filed the record on November 22, 2004. The Ninth Circuit ordered on October 22, 2004 that briefing proceed in two rounds. The first round is limited to three issues: (1) which parties are subject to FERC’s refund jurisdiction in light of the exemption for government-owned utilities in section 201(f) of the Federal Power Act (FPA); (2) the temporal scope of refunds under section 206 of the FPA; (3) which categories of transactions are subject to refunds. Procedures will be established for the remaining issues, if necessary, after the court’s disposition of the first round of issues. Following a second case management conference on November 9, 2004, the Ninth Circuit consolidated certain petitions for review for briefing of the first round of issues to be completed by March 1, 2005 and set oral argument hearings for April 12 and 13, 2005. Opening briefs were filed on December 29, 2004. PSE joined the brief of the Competitive Supplier Group, which argued that FERC has proposed to require payment of refunds without proper notice to sellers, without proper limits on the type of transactions affected and without a finding that the transactions subject to refund in fact produced prices that were just and reasonable. Respondents’ briefs in support of FERC were due February 9, 2005.

b.   CAISO Receivable. PSE has a bad debt reserve and a transaction fee reserve applied to the CAISO receivable, such that PSE’s net receivable from the CAISO as of December 31, 2004 is approximately $21.3 million. PSE estimates the range for the receivable to be between $21.3 million and $22.4 million, which includes estimated credits for fuel and power purchase costs and interest. In its October 16, 2003 Order on Rehearing in this docket, FERC expressly adopted and approved a stipulation that confirmed that two of PSE’s “non-spot market” transactions are not subject to mitigation in the Refund Proceeding. On October 17, 2003, PSE formally presented CAISO with a request that payment be made on these amounts. The CAISO responded to the letter on November 13, 2003, expressing an unwillingness to take the issue up separately or in advance of its cost re-run activities. PSE continues to pursue the issue in filings through FERC processes. On May 6, 2004, the Los Angeles Department of Water and Power filed a motion at FERC in Docket No. EL00-95 requesting that FERC issue an order permitting monies to be disbursed from the California PX Settlement Clearing Account and an escrow account be established as part of PG&E’s bankruptcy proceeding. The bulk of the monies owed by the CAISO, including the monies owed to PSE, are held in those two accounts. PSE filed an answer in support of the motion on May 21, 2004, and awaits an order from FERC.

2.   Pacific Northwest Refund Proceeding. In October 2000, PSE filed a complaint at FERC (Docket No. EL01-10) against “all jurisdictional sellers” in the Pacific Northwest seeking prospective price caps consistent with any result FERC supplied for the California markets. FERC dismissed PSE’s complaint on December 15, 2000, although PSE filed for rehearing in January 2001. When FERC issued its June 19, 2001 order in Docket No. EL00-95, imposing west-wide price constraints on energy sales, PSE moved to withdraw its rehearing request and its complaint in Docket No. EL01-10, on the basis that the relief PSE sought was fully provided. Various parties, including the Port of Seattle and the cities of Seattle and Tacoma, moved to intervene in the proceeding. They asserted the ability to adopt PSE’s complaint to obtain retroactive refunds for numerous transactions, including many that were not within the scope of the PSE complaint. The proceeding became commonly referenced as the “Pacific Northwest Refund Proceeding,” despite the fact that the original complainant, PSE, did not seek retroactive refunds. A preliminary evidentiary hearing was held in September 2001, and an Administrative Law Judge recommendation against refunds followed. In December 2002, FERC issued an order permitting additional discovery and the submission of any additional evidence (parallel to the order issued in the California Refund Proceeding) that reopened the matter to permit parties to introduce any evidence they claimed to have of market manipulation. A few parties made filings, asserting market manipulation in early March 2003, and numerous parties, including PSE, responded to those allegations in late March 2003. On June 25, 2003, FERC issued an order terminating the proceeding, largely on procedural, jurisdictional and equitable grounds. Various parties filed rehearing requests on July 25, 2003. On November 10, 2003, FERC affirmed an order terminating the Pacific Northwest Refund Proceeding, (Docket No. EL01-10), largely on procedural, jurisdictional and equitable grounds. Seven petitions for review, including PSE’s, are now pending before the United States Court of Appeals for the Ninth Circuit. Opening briefs were filed on January 14, 2005. PSE’s opening brief addressed procedural flaws underlying the action of FERC. Specifically, PSE argued that because PSE’s complaint in the underlying docket was withdrawn as a matter of law on July 9, 2001, FERC erred in relying on it to serve as the basis to initiate a “preliminary” investigation into whether refunds for individually negotiated bilateral transactions in the Pacific Northwest were appropriate. Briefing is expected to be completed in the first half of 2005.

3.   Orders to Show Cause. On June 25, 2003, FERC issued two show cause orders pertaining to its western market investigations that commenced individual proceedings against many sellers. One show cause order (Docket Nos. EL03-180, et seq.) sought to investigate approximately 26 entities that allegedly had potential “partnerships” with Enron. PSE was not named in that show cause order. In an order dismissing many of the already-named respondents in the “partnerships” proceeding on January 22, 2004, FERC stated that it did not intend to proceed further against other parties.

The second show cause order (Docket Nos. EL03-137, et seq.) named PSE (Docket No. EL03-169) and approximately 54 other entities that allegedly had engaged in potential “gaming” practices in the CAISO and California PX markets. PSE and FERC staff filed a proposed settlement of all issues pending against PSE in those proceedings on August 28, 2003. The proposed settlement, which admits no wrongdoing on the part of PSE, would result in a payment of $17,092 to settle all claims. FERC approved the settlement on January 22, 2004. The California parties filed for rehearing of that order, repeating arguments that had already been addressed by FERC. On March 17, 2004, PSE filed a motion to dismiss the California parties’ rehearing request, and awaits FERC action on that motion.

4.   Port of Seattle Suit. On May 21, 2003, the Port of Seattle commenced suit in federal court in Seattle against 22 energy sellers, alleging that their conduct during 2000 and 2001 constituted market manipulation, violated antitrust laws and damaged the Port of Seattle. The Port had a contract to purchase its energy supply from PSE at the time. The Port’s contract linked the price of the energy sold to the Port to an index price for energy sold at wholesale at the Mid-Columbia trading hub. The Port alleged that the Mid-Columbia price was inten-tionally affected improperly by the defendants, including PSE, and alleges damages of over $30 million. On May 12, 2004, the district court dismissed the lawsuit. The Port of Seattle filed an appeal to the United States Court of Appeals for the Ninth Circuit, and on September 13, 2004, filed a brief in the Ninth Circuit arguing that the district court erred in dismissing its claims. Responses to the Port’s brief were filed November 2, 2004. The parties await oral argument to be scheduled.

5.   Wah Chang v. Avista Corp., PSE and others. In June 2004, Puget Energy and PSE were served a federal summons and complaint by Wah Chang, an Oregon company. Wah Chang claims that during 1998 through 2001 the Company and other energy companies (and in a separate complaint, energy marketers) engaged in various fraudulent and illegal activities including the transmittal of electronic wire communications to transmit false or misleading information to manipulate the California energy market. The claims include submitting false information such as energy schedules and bids to the California PX, CAISO, electronic trading platforms and publishers of energy indexes, alleges damages of not less than $30 million and seeks treble and punitive damages, attorneys’ fees and costs. The complaint is similar to the allegations made by the Port of Seattle currently on appeal in the Ninth Circuit. The Judicial Panel on Multi District Litigation consolidated this case with another pending Multi District case and transferred it to Federal District Court in San Diego on August 20, 2004. The defendants in both cases filed motions to dismiss on October 25, 2004. Wah Chang opposed the motions to dismiss, and replies in support of the motions to dismiss were filed on January 12, 2005. On February 11, 2005, approximately three weeks after hearing oral argument, the Court dismissed both cases on the grounds that FERC has the exclusive jurisdiction over plaintiff’s claims and the filed rate doctrine and Federal preemption barred the court from hearing the plaintiff’s claims.

6.   California Litigation. Attorney General Cases. On May 31, 2002, FERC conditionally dismissed a complaint filed on March 20, 2002 by the California Attorney General in Docket No. EL02-71 that alleged violations of the FPA by FERC and all sellers (including PSE) of electric power and energy into California. The complaint asserted that FERC’s adoption and implementation of market rate authority was flawed and, as a result, individual sellers such as PSE were liable for sales of energy at rates that were “unjust and unreasonable.” The condition for dismissal was that all sellers refile transaction summaries of sales to (and, after a clarifying order issued on June 28, 2001, purchases from) certain California entities during 2000 and 2001. PSE refiled such transaction summaries on July 1 and July 8, 2002. The order of dismissal went on appeal to the Ninth Circuit Court of Appeals. On September 9, 2004, the Ninth Circuit issued a decision on the California Attorney General’s challenge to the validity of FERC’s market-based rate system (Lockyer v. FERC). This case was originally presented to FERC. The Ninth Circuit upheld FERC’s authority to authorize sales of electric energy at market based rates, but found the requirement that all sales at market-based rates be contained in quarterly reports filed with FERC to be integral to a market-based rate tariff. The California parties, among others, have interpreted the decision as providing authority to FERC to order refunds for different time frames and based on different rationales than are currently pending in the California Refund Proceedings, discussed above in “California Refund Proceeding.” The decision itself defers the question of whether to seek refunds to FERC. PSE, along with other defendants in the proceeding, sought rehearing of the Ninth Circuit’s decision on October 25, 2004. The Ninth Circuit has yet to issue an order on the rehearing request. Because the current Ninth Circuit decision may open new periods of transactions to refund claims under new theories, PSE cannot predict the scope, nature or ultimate resolution of this case. That additional uncertainty may make the outcomes of certain other western energy market cases less predictable than previously anticipated.

In addition, the day after the initial FERC decision in the Lockyer case, the California Attorney General filed similar claims in state court in California, including one suit against PSE. These complaints alleged that the wholesale seller defendants in the California energy market engaged in anti-competitive behavior in violation of the California Business Practices Act for sales in the California energy market (Lockyer v. Transalta). The complaint asserted that each such “violation” subjects PSE to a fine of up to $2,500 plus an award of attorneys’ fees and asserts that there were “thousands” of such violations. Those cases were removed to federal court and dismissed. On October 12, 2004, the Ninth Circuit issued a decision affirming the dismissal of all 13 complaints filed by the California Attorney General, including a complaint against PSE. The Ninth Circuit decision concluded that the opinions in People of the State of California ex rel. Bill Lockyer v. Dynegy, et al. and Public Utility District No. 1 of Snohomish County v. Dynegy Power Marketing, Inc., decided earlier this year by the Ninth Circuit, controlled the outcome of the matters and warranted dismissal. Because no party sought rehearing or filed a petition for certiorari to the Supreme Court of the United States, the Ninth Circuit’s order is the final determination of this matter.

California Class Actions. In May 2002, PSE was served with two cross-complaints, by Reliant Energy Services and Duke Energy Trading & Marketing, respectively, in six consolidated class actions filed in Superior Court in San Diego, California. Plaintiffs in the lawsuit seek, among other things, restitution of all funds acquired by means that violate the law and payment of treble damages, interest and penalties. The cross-complaints asserted essentially that the cross-defendants, including PSE, were also participants in the California energy market at the relevant times, and that any remedies ordered against some market participants should be ordered against all. Reliant and Duke also seek indemnification and conditional relief as buyers in transactions involving cross-defendants should the plaintiffs prevail. The case was removed to federal court and some of the newly added defendants, including PSE, moved to dismiss the action. In December 2002, the federal district court remanded the proceeding to state court, an action which Duke and Reliant later appealed to the Ninth Circuit. The appeal stayed further action in the state court proceeding pending the outcome of the appeal. The cross-complaints and the addition of the 40 new defendants raised issues of foreign sovereign immunity, jurisdiction and indemnity in the case, all of which are now part of the appeal. In June 2003, PSE and other defendants filed motions to respond to the indemnity issues. On May 13, 2004, the Ninth Circuit issued an order granting PSE status as a cross-appellant but did not permit PSE to participate in the oral argument heard on June 14, 2004. On December 8, 2004, the Ninth Circuit issued an opinion affirming the district court’s decision to remand the case to state court. Powerex filed a petition for rehearing which argues that although not immune from suit, as a government entity it should be allowed to litigate in federal, not state court. Powerex’s petition for rehearing stays issuance of the mandate to remand pending the outcome of its rehearing request.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the reported amounts of assets and liabilities in the financial statements. The following accounting policies represent those that management believes are particularly important to the financial statements and that require the use of estimates, assumptions and judgment to describe matters that are inherently uncertain.

REVENUE RECOGNITION

Utility revenues are recognized when the basis of service is rendered, which includes estimates to determine amounts relating to services rendered but not billed. Unbilled electricity revenue is determined by taking MWh generated and purchased less estimated system losses and billed MWh plus unbilled MWh balance at the last true-up date. The estimated system loss percentage for electricity is determined by reviewing historical billed MWh to generated and purchased MWh. The estimated unbilled MWh balance is then multiplied by the estimated average revenue per MWh. Unbilled gas revenue is determined by taking therms delivered to PSE less estimated system losses, prior month unbilled therms and billed therms. The estimated system loss percentage for gas is determined by reviewing historical billed therms to therms delivered to customers. The estimated current month unbilled therms is then multiplied by estimated average rate schedule revenue per therm. Non-utility revenue is recognized when services are performed, upon the sale of assets, or on a percentage of completion basis for fixed-price contracts. The recognition of revenue is in conformity with Generally Accepted Accounting Principles, which requires the use of estimates and assumptions that affect the reported amounts of revenue.

The following table represents the sensitivity of the estimate of system losses for both electricity and gas in calculating unbilled revenues assuming an additional 0.1% increase in the estimated system loss factor since the last annual true-up:

	GAS REVENUE DECREASE (MILLIONS)	ELECTRIC REVENUE DECREASE (MILLIONS)
0.1% increase in loss factor	$0.4	$0.6

REGULATORY ACCOUNTING

As a regulated entity of the Washington Commission and FERC, PSE prepares its financial statements in accordance with the provisions of SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation.” The application of SFAS No. 71 results in differences in the timing and recognition of certain revenues and expenses in comparison with businesses in other industries. The rates that are charged by PSE to its customers are based on cost base regulation reviewed and approved by the Washington Commission and FERC. Under the authority of these commissions, PSE has recorded certain regulatory assets and liabilities at December 31, 2004 in the amount of $645.3 million and $185.7 million, respectively, and regulatory assets and liabilities of $610.5 million and $176.7 million, respectively, at December 31, 2003.. PSE expects to fully recover these regulatory assets and liabilities through its rates. If future recovery of costs ceases to be probable, PSE would be required to write off these regulatory assets and liabilities. In addition, if at some point in the future PSE determines that it no longer meets the criteria for continued application of SFAS No. 71, PSE could be required to write off its regulatory assets and liabilities.

Also encompassed by regulatory accounting and subject to SFAS No. 71 are the PCA and PGA mechanisms. The PCA and PGA mechanisms mitigate the impact of commodity price volatility upon the Company, and are approved by the Washington Commission. The PCA mechanism provides for a sharing of costs and benefits that are graduated over four levels of power cost variances with an overall cap of $40 million (+/-) plus 1% of the excess over the $40 million cap over the four-year period ending June 30, 2006. The PCA mechanism will continue after July 1, 2006, within certain sharing bands. See Item 1 - Business - Regulation and Rates - Electric Regulation and Rates for further discussion regarding the PCA mechanism. The PGA mechanism passes through to customers increases and decreases in the cost of natural gas supply. PSE expects to fully recover these regulatory assets through its rates. However, both mechanisms are subject to regulatory review and approval by the Washington Commission on a periodic basis.

DERIVATIVES

Puget Energy uses derivative financial instruments primarily to manage its energy commodity price risks, and may enter into certain financial derivatives to manage interest rate risk. Derivative financial instruments are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138 and SFAS No. 149. Accounting for derivatives continues to evolve through guidance issued by the Derivatives Implementation Group (DIG) of the Financial Accounting Standards Board (FASB). To the extent that changes by the DIG modify current guidance, including the normal purchases and normal sales determination, the accounting treatment for derivatives may change.

To manage its electric and gas portfolios, Puget Energy enters into contracts to purchase or sell electricity and gas. These contracts are considered derivatives under SFAS No. 133 unless a determination is made that they qualify for normal purchases and normal sales exception. If the exception applies, those contracts are not marked-to-market and are not reflected in the financial statements until delivery occurs.

The availability of the normal purchases and normal sales exception to specific contracts is based on a determination that a resource is available for a forward sale and similarly a determination that at certain times existing resources will be insufficient to serve load. This determination is based on internal models that forecast customer demand and generation supply. The models include assumptions regarding customer load growth rates, which are influenced by the economy, weather, the impact of customer choice and resource availability. The critical assumptions used in the determination of the normal purchases and normal sales exception are consistent with assumptions used in the general planning process.

Energy and financial contracts that are considered derivatives may be eligible for designation as cash flow hedges. If a contract is designated as a cash flow hedge, the change in its market value is generally deferred as a component of other comprehensive income until the transaction it is hedging is completed. Conversely, the change in the market value of derivatives not designated as cash flow hedges is recorded in current period earnings.

PSE values derivative instruments based on daily quoted prices from numerous independent energy brokerage services. When external quoted market prices are not available for derivative contracts, PSE uses a valuation model that uses volatility assumptions relating to future energy prices based on specific energy markets and utilizes externally available forward market price curves. All derivative instruments are sensitive to market price fluctuations that can occur on a daily basis.

PENSION AND OTHER POSTRETIREMENT BENEFITS

Puget Energy has a qualified defined benefit pension plan covering substantially all employees of PSE. For 2004, 2003 and 2002, qualified pension income of $8.0 million, $12.9 million and $17.7 million, respectively, was recorded in the financial statements. Of these amounts, approximately 63.3%, 67.0% and 66.8% offset utility operations and maintenance expense in 2004, 2003 and 2002, respectively, and the remaining amounts were capitalized.

PSE’s pension and other postretirement benefits income or costs are dependent on several factors and assumptions, including design of the plan, timing and amount of cash contributions to the plan, earnings on plan assets, discount rate, expected long-term rate of return and health care cost trends. Changes in any of these factors or assumptions will affect the amount of income or expense that Puget Energy records in its financial statements in future years and also its projected benefit obligation.

The follow table reflects the estimated sensitivity associated with a change in certain actuarial assumptions (each assumption change is presented mutually exclusive of other assumption changes):

	CHANGE IN ASSUMPTION	IMPACT ON PROJECTED BENEFIT OBLIGATION INCREASE (DECREASE)						IMPACT ON 2004 PENSION INCOME INCREASE (DECREASE)
(DOLLARS IN THOUSANDS)		PENSION BENEFITS			OTHER BENEFITS			PENSION BENEFITS			OTHER BENEFITS
Increase in discount rate	50 basis points	$	(20,548	)	$	(3,635	)	$	1,261		$	354
Decrease in discount rate	50 basis points		22,595			3,891			(48	)		(377	)
Increase in return of plan assets	50 basis points		*			*			2,370			71
Decrease in return on plan assets	50 basis points		*			*			(2,370	)		(71	)

________________________

* Calculation not applicable.

Qualified pension income is expected to decline to $2.5 million in 2005 as a result of lower actual returns on pension assets during the last three years and declining expected rates of return on pension fund assets. During 2004, PSE made no cash contributions to the qualified defined benefit plan and expects to make no contributions in 2005.

GOODWILL AND INTANGIBLES (PUGET ENERGY ONLY)

On January 1, 2002, SFAS No. 142, “Goodwill and Other Intangible Assets,” became effective and as a result Puget Energy ceased amortization of goodwill. Puget Energy performs an annual impairment review to determine if any impairment exists. In performing the goodwill impairment test, Puget Energy compares the present value of the future cash flows of estimated earnings of InfrastruX which reflects prospective market price information from prospective buyers to the adjusted carrying value of recorded equity. If goodwill is determined to have an impairment, Puget Energy will record in the period of determination an impairment charge to earnings.

Intangibles with finite lives are amortized based on the expected pattern of use or on a straight-line basis over the expected periods to be benefited. The goodwill and intangibles recorded on the balance sheet of Puget Energy are the result of acquisition of companies by InfrastruX. During 2004, Puget Energy recorded a non-cash goodwill impairment charge of $91.2 million, or $76.6 million after-tax and minority interest. As a result, the goodwill balance at December 31, 2004 was $43.5 million. Intangible assets have not been impaired and the balance at December 31, 2004 was $16.7 million.

CALIFORNIA RESERVE

PSE operates within the western wholesale market and has made sales into the California energy market. At December 31, 2000, PSE’s receivables from the CAISO and other counterparties, net of reserves, were $41.8 million. PSE received the majority of the partial payments for sales made in the fourth quarter 2000 in the first quarter 2001 and has since received a small amount of payments. At December 31, 2004, such receivables, net of reserves, were approximately $21.3 million.

During 2003, FERC issued an order in the California Refund Proceeding adopting in part and modifying in part FERC’s earlier findings by the Administrative Law Judge. Based on the order, PSE has determined that the receivables balance at December 31, 2004 is collectible from the CAISO.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, FASB issued SFAS No. 123R, “Share-Based Payment” (SFAS No. 123R), which revises SFAS No. 123, “Accounting For Stock-Based Compensation.” SFAS No. 123R requires companies that issue share-based payment awards to employees for goods or services to recognize as compensation expense, the fair value of the expected vested portion of the award as of the grant date over the vesting period of the award. Forfeitures that occur before the award vesting date will be adjusted from the total compensation expense, but once the award vests, no adjustment to compensation expense will be allowed for forfeitures or unexercised awards. In addition, SFAS No. 123R would require recognition of compensation expense of all existing outstanding awards that are not fully vested for their remaining vesting period as of the effective date that were not accounted for under a fair value method of accounting at the time of their award. SFAS No. 123R is effective for reporting periods beginning after June 15, 2005. The Company is currently evaluating what impact the application of SFAS No. 123R will have on its operations. The Company had adopted the fair value provisions of SFAS No. 123 “Accounting for Stock Based Compensation” in January 2003.

In December 2004, FASB issued FASB Staff Position No. 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” (FSP No. 109-1). FSP No. 109-1 states that the staff position related to deductions as a result of the American Jobs Creation Act (the Act) should be treated as a “special deduction”, as described in SFAS No. 109, “Accounting For Income Taxes” and therefore has no effect on deferred tax assets or liabilities existing at the enactment date. The Company is currently evaluating the impact of FSP No. 109-1 (which was effective upon issuance) and any deduction available under the Act. Any deduction available, if determined, is applicable to the Company’s 2005 tax year.

On May 19, 2004, FASB issued FASB Staff Position (FSP) No. 106-2 “Accounting and Disclosure Requirements Related to Medicare Prescription Drug, Improvement and Modernization Act of 2003” as the result of the new Medicare Prescription Drug and Modernization Act which was signed into law in December 2003. The law provides a subsidy for plan sponsors that provide prescription drug benefits to Medicare beneficiaries that are equivalent to the Medicare Part D plan. Based on an actuarial assessment, PSE will not be eligible for such subsidies, thus FSP No. 106-2 will have no impact on PSE’s retiree medical plans.

The Emerging Issues Task Force of the Financial Accounting Standards Board (EITF) at its July 2003 meeting came to a consensus concerning EITF Issue No. 03-11, “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03.” The consensus reached was that determining whether realized gains and losses on physically settled derivative contracts not held for trading purposes are reported in the income statement on a gross or net basis is a matter of judgment that depends on the relevant facts and circumstances. Based on the guidance by EITF No. 03-11, the Company determined that its non-trading derivative instruments should be reported net and implemented this treatment effective January 1, 2004. As a result of the implementation, Electric Revenue and Purchased Electricity Expense both decreased $108.7 million in 2003 and $77.1 million in 2002, respectively, with no impact on financial position or net income.

In March 2004, the EITF came to a consensus concerning EITF Issue No. 03-16, “Accounting for Investments in Limited Liability Companies.” The consensus reached was that an investment in a limited liability company should be accounted for using the equity method for investments greater than 3% to 5%. The adoption of EITF No. 03-16 is effective for reporting periods beginning after June 15, 2004, with any adjustments being accounted for as a cumulative effect of a change in accounting principle. The Company reviewed its investments and determined one investment held by PSE met the criteria established in EITF No. 03-16.

In May 2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS No. 150 establishes the requirements for classifying and measuring as liabilities certain financial instruments that embody obligations to redeem the financial instruments by the issuer. The adoption of SFAS No. 150 is effective with the first fiscal year or interim period beginning after June 15, 2003. However, on November 5, 2003 FASB deferred for an indefinite period certain mandatorily redeemable noncontrolling interests associated with finite-lived subsidiaries. The Company does not have any noncontrolling interest in finite-lived subsidiaries and therefore is not affected by the deferral. Prior periods will not be restated for the new presentation.

SFAS No. 150 requires the Company to classify its mandatorily redeemable preferred stock as liabilities. As a result, the corresponding dividends on the mandatorily redeemable preferred stock are classified as interest expense on the income statement with no impact on net income.

In January 2003, FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46), as further revised in December 2003 with FIN 46R, which clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have a controlling interest or sufficient equity at risk for the entity to finance its activities without additional financial support. FIN 46R requires that if a business entity has a controlling financial interest in a variable interest entity, the financial statements must be included in the consolidated financial statements of the business entity. The adoption of FIN 46R for all interests in variable interest entities created after January 31, 2003 was effective immediately. For variable interest entities created before February 1, 2003, it was effective July 1, 2003. The adoption of FIN 46R was effective March 31, 2004. The Company has evaluated its contractual arrangements and determined PSE’s 1995 conservation trust off-balance sheet financing transaction meets this guidance, and therefore it was consolidated in the third quarter 2003. As a result, electricity revenues for 2003 increased $5.7 million, while conservation amortization and interest expense increased by the corresponding amount with no impact on earnings. FIN 46R also impacted the treatment of the Company’s mandatorily redeemable preferred securities of a wholly owned subsidiary trust holding solely junior subordinated debentures of the corporation (trust preferred securities). Previously, these trust-preferred securities were consolidated into the Company’s operations. As a result of FIN 46R, these securities have been deconsolidated and were classified as junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities (junior subordinated debt) in the fourth quarter 2003. This change had no impact on the Company’s results of operations. The Company also evaluated its purchase power agreements and determined that three counterparties may be considered variable interest entities. As a result, PSE submitted requests for information to those parties; however, the parties have refused to submit to PSE the necessary information for PSE to determine whether they meet the requirements of a variable interest entity. PSE also determined that it does not have a contractual right to such information. PSE will continue to submit requests for information to the counterparties on a quarterly basis to determine if FIN 46R is applicable.

For the three purchase power agreements that may be considered variable interest entities under FIN 46R, PSE is required to buy all the generation from these plants, subject to displacement by PSE, at rates set forth in the purchase power agreements. If at any time the counterparties cannot deliver energy to PSE, PSE would have to buy energy in the wholesale market at prices which could be higher or lower than the purchase power agreement prices. PSE’s Purchased Electricity expense for 2004 and 2003 for these three entities was $251.2 million and $273.9 million, respectively.

In June 2001, FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” (SFAS No. 143), which is effective for fiscal years beginning after June 15, 2002. SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost should be capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. The Company adopted the new rules on asset retirement obligations on January 1, 2003. As a result, the Company recorded a $0.2 million charge to income for the cumulative effect of this accounting change.

In November 2004, FASB reached a decision concerning a proposed interpretation of SFAS No. 143 titled “Accounting for Conditional Asset Retirement Obligations.” The proposed interpretation addresses the issue of whether SFAS No. 143 requires an entity to recognize a liability for a legal obligation to perform asset retirement when the asset retirement activities are conditional on a future event, and if so, the timing and valuation of the recognition. The decision reached by FASB was that there are no instances where a law or regulation obligates an entity to perform retirement activities but then allows the entity to permanently avoid settling the obligation. This, if part of the final issued interpretation, could potentially have an impact on the Company as assets that were previously considered outside the scope of SFAS No. 143 may be subject to the terms of the proposed interpretation. FASB indicated that the final interpretation is anticipated to be issued in the first quarter 2005, with an effective date for fiscal years ending after December 15, 2005, and with any adjustment accounted for as a cumulative effect of an accounting change. The Company is currently evaluating what impact this proposed interpretation may have on the Company if issued.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ENERGY PORTFOLIO MANAGEMENT

The regulatory mechanisms of the PGA and the PCA mitigate the impact of commodity price volatility on the Company. The PGA mechanism passes through increases and decreases in the cost of natural gas supply to customers. The PCA mechanism provides for a sharing of costs and benefits that are graduated over four levels of power cost variances with an overall cap of $40 million (+/-) plus 1% of the excess over the $40 million cap over the four-year period ending June 30, 2006.

The Company is focused on commodity price exposure and risks associated with volumetric variability in the gas portfolio and electric portfolio for its customers. Gas and electric portfolio exposure is managed in accordance with Company polices and procedures. The Risk Management Committee, which is composed of Company officers, provide policy-level and strategic direction for management of the energy portfolio. The Audit Committee of the Company’s Board of Directors periodically assesses risk management policies.

The nature of serving regulated electric customers with its wholesale portfolio of owned and contracted resources exposes the Company and its customers to some volumetric and commodity price risks within the sharing mechanism of the PCA. The Company’s energy risk management function monitors and manages these risks using analytical models and tools. The Company manages its energy supply portfolio to achieve three primary objectives:

·   ensure that physical energy supplies are available to serve retail customer requirements;

·   manage portfolio risks to limit undesired impacts on the Company’s costs; and

·   maximize the value of the Company’s energy supply assets.

The Company is not engaged in the business of assuming risk for the purpose of speculative trading revenues. Therefore wholesale market transactions are focused on balancing the Company’s energy portfolio, reducing costs and risks where feasible, and reducing volatility in wholesale costs and margin in the portfolio. In order to manage risks effectively, the Company enters into physical and financial transactions, which are appropriate for the service territory of the Company and are relevant to its regulated electric and gas portfolios.

The risk metrics the Company employs are aimed at assessing exposure for the purposes of developing strategies to reduce the potential exposure on a cost-effective basis in regulated utility gas and electric portfolios. Specifically, the amount of risk exposure is defined by time period and by portfolio. It is determined through statistical methods aimed at forecasting risk.

The energy risk management staff models forecasted load requirements and expected resource availability, and projects the net deficit or surplus position resulting from any imbalance between load requirements and existing resources. However, the portfolios are subject to major sources of variability (e.g., hydroelectric generation, outage risk, regional economic factors, temperature-sensitive retail sales and market prices for gas and power supplies). At certain times, these sources of variability can mitigate portfolio imbalances and at other times they can exacerbate portfolio imbalances. Because of the volumetric and cost variability within the electric and gas portfolios, the Company runs market simulations to model potential risk scenarios. In this way, strategies can be developed to address the expected case as well as other potential scenarios. Resources in the gas portfolio include gas supply arrangements, gas storage and gas transportation contracts. Resources in the electric portfolio include power purchase agreements, generating resources and transmission contracts.

The Company’s energy risk management staff develops hedging strategies to manage deficit or surplus positions in the portfolios. The Company’s energy risk policy states that hedging and optimization strategies will be consistent with Company objectives. The Company relies on risk analysis, operational factors, professional judgment of its employees and fundamental analysis. The Company will engage in transactions that reduce risks in its electric and gas portfolios, and optimize unused capacity where possible. Cost and reliability factors are considered in its hedging strategies. The Company’s hedging activities are aimed at removing risks from the Company’s electric and gas portfolios, giving important consideration to cost of hedges and lost opportunity in order to find a balance between price stability and least cost. The hedge strategies for the gas and electric portfolios incorporate risk analysis, operational factors and professional judgment of its employees as well as fundamental analysis. Programmatic hedge plans are developed to ensure disciplined hedging, and discretion is used in hedging within specific guidelines of the programmatic hedge plans approved by the Risk Management Committee. Most hedges can be implemented in ways that retain the Company’s ability to use its energy supply optimization opportunities. Some hedges are structured similarly to insurance instruments, where the Company pays an insurance premium to protect against certain extreme conditions.

Without jeopardizing the security of supply within its portfolio, the Company also engages in optimizing the portfolio. Optimization may take the form of utilizing excess capacity, shaping flexible resources to capture their highest value and utilizing transmission capacity through third party transactions. As a result, portions of the Company’s energy portfolio are monetized through the use of forward price instruments which help reduce overall costs.

The Company has entered into master netting agreements with counterparties when available to mitigate credit exposure to those counterparties. The Company believes that entering into such agreements reduces risk of settlement default for the ability to make only one net payment. In addition, the Company believes risk is mitigated with an improved position in potential counterparty bankruptcy situations due to a consistent netting approach.

At December 31, 2004, the Company was subject to a range of netting provisions, including both stand alone agreements and the provisions associated with the Western Systems Power Pool agreement of which many energy suppliers in the western United States are a part.

Transactions that qualify as hedge transactions under SFAS No. 133 are recorded on the balance sheet at fair value. Changes in fair value of the Company’s derivatives are recorded each period in current earnings or other comprehensive income. Short-term derivative contracts for the purchase and sale of electricity are valued based on daily quoted prices from an independent energy brokerage service. Valuations for short-term and medium-term natural gas financial derivatives are derived from a combination of quotes from several independent energy brokers and are updated daily. Long-term gas financial derivatives are valued based on published pricing from a combination of independent brokerage services and are updated monthly. Option contracts are valued using market quotes and a Monte Carlo simulation based model approach.

At December 31, 2004, the Company had an after-tax net asset of approximately $20.0 million of energy contracts designated as qualifying cash flow hedges and a corresponding unrealized gain recorded in other comprehensive income. Of the amount in other comprehensive income, 99% of the mark-to-market gain beginning February 1, 2005 has been reclassified out of other comprehensive income to a deferred account in accordance with SFAS No. 71 due to the Company expecting to reach the $40 million cap under the PCA mechanism. The Company also had energy contracts that were marked-to-market at a gain of $1.2 million after-tax through current earnings for the 12 months ended December 31, 2004. These mark-to-market adjustments were primarily the result of excluding certain contracts from the normal purchase normal sale exception under SFAS No. 133. A portion of the mark-to-market adjustments beginning February 1, 2005, has been reclassified to a deferred account in accordance with SFAS No. 71 due to the Company expecting to reach the $40 million cap under the PCA mechanism. The Company also had a liability of approximately $12.1 million of gas contracts. All mark-to-market adjustments relating to the natural gas business have been reclassified to a deferred account in accordance with SFAS No. 71 due to the PGA mechanism. The PGA mechanism passes on to customers increases and decreases in the cost of natural gas supply. A hypothetical 10% increase in the market prices of natural gas and electricity would increase the fair value of qualifying cash flow hedges by approximately $5.5 million after-tax and would increase current earnings for those contracts marked-to-market in earnings by an immaterial amount.

ENERGY DERIVATIVE CONTRACTS (DOLLARS IN MILLIONS)	AMOUNTS
Fair value of contracts outstanding at December 31, 2003		$	12.6
Contracts realized or otherwise settled during 2004			(9.8	)
Changes in fair values of derivatives			6.9
Fair value of contracts outstanding at December 31, 2004		$	9.7

	FAIR VALUE OF CONTRACTS WITH SETTLEMENT DURING YEAR
SOURCE OF FAIR VALUE (DOLLARS IN MILLIONS)	2005	2006- 2007	2008- 2009	2010 AND THEREAFTER	TOTAL FAIR VALUE
Prices actively quoted	$  (3.8)	$   6.3	$    --	$    --	$   2.5
Prices provided by other external sources	--	5.4	1.8	--	7.2
Prices based on models and other valuation methods	$  (3.8)	$ 11.7	$ 1.8	$   --	$   9.7

INTEREST RATE RISK

The Company believes its interest rate risk primarily relates to the use of short-term debt instruments, variable-rate notes and leases and long-term debt financing needed to fund capital requirements. The Company manages its interest rate risk through the issuance of mostly fixed-rate debt of various maturities. The Company utilizes bank borrowings, commercial paper, line of credit facilities and accounts receivable securitization to meet short-term cash requirements. These short-term obligations are commonly refinanced with fixed-rate bonds or notes when needed and when interest rates are considered favorable. The Company may enter into swap instruments or other financial hedge instruments to manage the interest rate risk associated with these debts. The Company did not have any swap instruments outstanding as of December 31, 2004 or 2003. The carrying amounts and the fair values of Puget Energy’s debt instruments are:

	2004		2003
(DOLLARS IN MILLIONS)	CARRYING AMOUNT	FAIR VALUE	CARRYING AMOUNT	FAIR VALUE
Financial liabilities:
Short-term debt	$           8.3	$         8.3	$         13.9	$         13.9
Long-term debt - fixed-rate1	2,051.4	2,194.8	2,216.3	2,409.6
Long-term debt - variable-rate1	200.0	199.9	--	--

______________________

1   PSE’s carrying value and fair value of both fixed-rate and variable-rate long-term debt in 2004 was $2,095.4 million and $2,238.7 million, respectively. PSE’s carrying value and fair value of fixed-rate long-term debt in 2003 was $2,053.0 million and $2,250.4 million, respectively.

In the third quarter 2004, the Company entered into two treasury lock contracts to hedge against potential rising interest rate exposure for a debt offering anticipated to be performed in the first half of 2005. A treasury lock is a financial arrangement between the Company and a counterparty whereby one of the parties will be required to make a payment to the other party on a specific valuation date based upon the change in value of a 30-year treasury bond. If interest rates rise related to the hedged debt from the date of issuance of the treasury lock instruments, the Company would receive a payment from the counterparty for the change in the bond value. Alternatively, if interest rates decrease related to the hedged debt from the date of issuance of the treasury lock instruments, the Company would pay the counterparty for the change in bond value. These treasury lock contracts were designated under SFAS No. 133 criteria as cash flow hedges, with all changes in market value for each reporting period being presented net of tax in other comprehensive income. All financial hedge contracts of this type are reviewed by senior management and presented to the Securities Pricing Committee of the Board of Directors, and are approved prior to execution. At December 31, 2004, the unrealized loss associated with the two treasury lock contracts was $11.3 million that qualify as cash flow hedges and is included in other comprehensive income. A hypothetical 10% decrease in the interest rate of a 30-year treasury note would result in an additional loss of $12.1 million net of tax in other comprehensive income. The treasury lock contracts will settle completely in 2005.

TREASURY LOCK CONTRACTS (DOLLARS IN MILLIONS)	AMOUNTS
Fair value of contracts outstanding at December 31, 2003	$            --
Contracts realized or otherwise settled during 2004	--
Changes in fair values of derivatives	(11.3)
Fair value of contracts outstanding at December 31, 2004	$      (11.3)

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED FINANCIAL STATEMENTS:

PUGET ENERGY:

for the years ended December 31, 2004, 2003 and 2002

for the years ended December 31, 2004, 2003 and 2002

for the years ended December 31, 2004, 2003 and 2002

PUGET SOUND ENERGY:

for the years ended December 31, 2004, 2003 and 2002

for the years ended December 31, 2004, 2003 and 2002

for the years ended December 31, 2004, 2003 and 2002

Combined Puget Energy and Puget Sound Energy Notes to Consolidated Financial Statements

SCHEDULE:

II.Valuation and Qualifying Accounts and Reserves

for the years ended December 31, 2004, 2003 and 2002

All other schedules have been omitted because of the absence of the conditions under which they are required, or because the information required is included in the financial statements or the notes thereto.

Financial statements of PSE’s subsidiaries are not filed herewith inasmuch as the assets, revenues, earnings and earnings reinvested in the business of the subsidiaries are not material in relation to those of PSE.

REPORT OF MANAGEMENT AND STATEMENT OF RESPONSIBILITY

PUGET ENERGY, INC.

and

PUGET SOUND ENERGY, INC.

Puget Energy, Inc. and Puget Sound Energy, Inc. (the Company) management assumes accountability for maintaining compliance with our established financial accounting policies and for reporting our results with objectivity and integrity. The Company believes it is essential for investors and other users of the consolidated financial statements to have confidence that the financial information we provide is timely, complete, relevant, and accurate. Management is also responsible to present fairly Puget Energy’s and Puget Sound Energy’s consolidated financial statements, prepared in accordance with generally accepted accounting principles.

Management, with oversight of the Board of Directors, established and maintains a strong ethical climate under the guidance of our Corporate Ethics and Compliance Program so that our affairs are conducted to high standards of proper personal and corporate conduct. Management also established an internal control system that provides reasonable assurance as to the integrity and accuracy of the consolidated financial statements. These policies and practices reflect corporate governance initiatives that are compliant with the corporate governance requirements of the Sarbanes-Oxley Act of 2002, including:

·   Our Board has adopted clear corporate governance guidelines.

·   With the exception of the Chief Executive Officer, the Board members are independent of the Company and its management.

·   All members of our key Board committees - the Audit Committee, the Compensation and Development Committee and the Governance and Public Affairs Committee - are independent of the Company and its management.

·   The independent members of our Board meet regularly without the presence of Puget Energy and Puget Sound Energy management.

·   The Charters of our Board committees clearly establish their respective roles and responsibilities.

·   The Company has adopted a Compliance and Ethics Code with a hotline (through an independent third party) available to all employees, and our Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal accounting controls, or auditing matters. The Compliance Program is led by a senior officer of the Company.

·   Our internal audit control function maintains critical oversight over the key areas of our business and financial processes and controls, and reports directly to our Board Audit Committee.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, reports directly to the Audit Committee of the Board of Directors. PricewaterhouseCoopers LLP’s accompanying report on our consolidated financial statements is based on its examination conducted in accordance with auditing standards generally accepted in the United States, including a review of our internal control structure for purposes of designing their audit procedures. Our independent registered accounting firm has reported on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002. The Company is confident in the effectiveness of our internal controls and our ability to meet the requirements of this newly enacted legislation.

We are committed to improving shareholder value and accept our fiduciary oversight responsibilities. We are dedicated to ensuring that our high standards of financial accounting and reporting as well as our underlying system of internal controls are maintained. Our culture demands integrity and we have confidence in our processes, our internal controls, and our people, who are objective in their responsibilities and who operate under a high level of ethical standards.

/s/ Stephen P. Reynolds	/s/ Bertrand A. Valdman	/s/ James W. Eldredge
Stephen P. Reynolds	Bertrand A. Valdman	James W. Eldredge
President and Chief Executive Officer	Senior Vice President Finance And Chief Financial Officer	Corporate Secretary and Chief Accounting Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Puget Energy, Inc.:

We have completed an integrated audit of Puget Energy, Inc.’s 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Puget Energy, Inc. and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2 to the consolidated financial statements, effective January 1, 2004, the Company changed its method of accounting for realized gains and losses on physically settled derivative contracts not held for trading purposes as required by EITF Issue No. 03-11 “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03”. As described in Note 2 to the consolidated financial statements, effective January 1, 2003, the Company changed its method of accounting for asset retirement obligations as required by Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations”.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control - Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/PricewaterhouseCoopers LLP

Seattle, Washington

March 1, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of Puget Sound Energy, Inc.:

We have completed an integrated audit of Puget Sound Energy, Inc.’s 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Puget Sound Energy, Inc. and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2 to the consolidated financial statements, effective January 1, 2004, the Company changed its method of accounting for realized gains and losses on physically settled derivative contracts not held for trading purposes as required by EITF Issue No. 03-11 “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03”. As described in Note 2 to the consolidated financial statements, effective January 1, 2003, the Company changed its method of accounting for asset retirement obligations as required by Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations”.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control - Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/PricewaterhouseCoopers LLP

Seattle, Washington

March 1, 2005

Puget Energy Consolidated Statements of

INCOME

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) FOR YEARS ENDED DECEMBER 31	2004			2003			2002
Operating revenues:
Electric	$	1,423,034		$	1,400,743		$	1,288,744
Gas		769,306			634,230			697,155
Non-utility construction services		369,936			341,787			319,529
Other		6,537			6,043			9,753
Total operating revenues		2,568,813			2,382,803			2,315,181
Operating expenses:
Energy costs:
Purchased electricity		723,567			714,469			568,230
Electric generation fuel		80,772			64,999			113,538
Residential exchange		(174,473	)		(173,840	)		(149,970	)
Purchased gas		451,302			327,132			405,016
Unrealized (gain) loss on derivative instruments		(526	)		106			(11,612	)
Utility operations and maintenance		291,232			289,702			286,220
Other operations and maintenance		322,517			303,972			273,157
Depreciation and amortization		246,842			236,866			228,743
Conservation amortization		22,688			33,458			17,501
Goodwill impairment		91,196			--			--
Taxes other than income taxes		221,981			208,395			215,429
Income taxes		74,964			72,369			59,260
Total operating expenses		2,352,062			2,077,628			2,005,512
Operating income		216,751			305,175			309,669
Other income (deductions):
Other income		4,292			1,564			5,458
Interest charges:
AFUDC		5,420			3,343			1,969
Interest expense		(178,419	)		(187,316	)		(198,346	)
Mandatorily redeemable securities interest expense		(91	)		(1,072	)		--
Preferred stock dividends of subsidiary		--			(5,151	)		(7,831	)
Minority interest in earnings of consolidated subsidiary		7,069			(177	)		(867	)
Net income before cumulative effect of accounting change		55,022			116,366			110,052
Cumulative effect of implementation of accounting change (net of tax)		--			169			--
Net income	$	55,022		$	116,197		$	110,052
Common shares outstanding weighted average (in thousands)		99,470			94,750			88,372
Diluted shares outstanding weighted average (in thousands)		99,911			95,309			88,777
Basic earnings per common share before cumulative effect of accounting change	$	0.55		$	1.23		$	1.24
Basic earnings per common share for cumulative effect of accounting change		--			--			--
Basic earnings per common share	$	0.55		$	1.23		$	1.24
Diluted earnings per common share before cumulative effect of accounting change	$	0.55		$	1.22		$	1.24
Diluted earnings per common share for cumulative effect of accounting change		--			--			--
Diluted earnings per common share	$	0.55		$	1.22		$	1.24

The accompanying notes are an integral part of the consolidated financial statements.

Puget Energy Consolidated Balance Sheets

ASSETS

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2004			2003
Utility plant:
Electric plant	$	4,389,882		$	4,265,908
Gas plant		1,881,768			1,749,102
Common plant		409,677			390,622
Less: Accumulated depreciation and amortization		(2,452,969	)		(2,325,405	)
Net utility plant		4,228,358			4,080,227
Other property and investments:
Goodwill, net		43,503			133,302
Intangibles, net		16,680			18,707
Other		257,785			250,084
Total other property and investments		317,968			402,093
Current assets:
Cash		19,771			27,481
Restricted cash		1,633			2,537
Accounts receivable, net of allowance for doubtful accounts		216,304			227,115
Unbilled revenues		140,391			131,798
Purchased gas adjustment receivable		19,088			--
Materials and supplies, at average cost		107,356			85,128
Current portion of unrealized gain on derivative instruments		8,087			7,593
Prepayments and other		20,360			12,200
Total current assets		532,990			493,852
Other long-term assets:
Regulatory asset for deferred income taxes		127,252			142,792
Regulatory asset for PURPA buyout costs		211,241			227,753
Unrealized gain on derivative instruments		13,765			8,624
Power cost adjustment mechanism		--			3,605
Other		401,795			340,056
Total other long-term assets		754,053			722,830
Total assets	$	5,833,369		$	5,699,002

The accompanying notes are an integral part of the consolidated financial statements.

Puget Energy Consolidated Balance Sheets

CAPITALIZATION AND LIABILITIES

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2004		2003
Capitalization:
(See Consolidated Statements of Capitalization )
Common equity	$	1,622,276	$	1,655,046
Total shareholders’ equity		1,622,276		1,655,046
Redeemable securities and long-term debt:
Preferred stock subject to mandatory redemption		1,889		1,889
Junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities		280,250		280,250
Long-term debt		2,212,532		1,969,489
Total redeemable securities and long-term debt		2,494,671		2,251,628
Total capitalization		4,116,947		3,906,674
Minority interest in consolidated subsidiary		4,648		11,689
Current liabilities:
Accounts payable		239,520		214,357
Short-term debt		8,297		13,893
Current maturities of long-term debt		38,933		246,829
Purchased gas adjustment liability		--		11,984
Accrued expenses:
Taxes		77,698		77,451
Salaries and wages		13,829		12,712
Interest		29,005		32,954
Current portion of unrealized loss on derivative instruments		19,261		3,636
Tenaska disallowance reserve		3,156		--
Other		61,155		46,378
Total current liabilities		490,854		660,194
Long-term liabilities:
Deferred income taxes		810,726		755,235
Long-term portion of unrealized loss on derivative instruments		249		--
Other deferred credits		409,945		365,210
Total long-term liabilities		1,220,920		1,120,445
Commitments and contingencies
Total capitalization and liabilities	$	5,833,369	$	5,699,002

The accompanying notes are an integral part of the consolidated financial statements.

Puget Energy Consolidated Statements of

CAPITALIZATION

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2004			2003
Common equity:
Common stock $0.01 par value, 250,000,000 shares authorized, 99,868,368 and 99,074,070 shares outstanding at December 31, 2004 and 2003	$	999		$	991
Additional paid-in capital		1,621,756			1,603,901
Earnings reinvested in the business		13,853			58,217
Accumulated other comprehensive income (loss) - net of tax		(14,332	)		(8,063	)
Total common equity		1,622,276			1,655,046
Preferred stock subject to mandatory redemption - cumulative - $100 par value: *
4.84% series -150,000 shares authorized, 14,583 shares outstanding at December 31, 2004 and 2003		1,458			1,458
4.70% series -150,000 shares authorized, 4,311 shares outstanding at December 31, 2004 and 2003		431			431
Total preferred stock subject to mandatory redemption		1,889			1,889
Junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities		280,250			280,250
Long-term debt:
First mortgage bonds and senior notes		1,933,500			1,891,158
Pollution control revenue bonds:
Revenue refunding 2003 series, due 2031		161,860			161,860
Other notes		156,105			163,313
Unamortized discount - net of premium		--			(13	)
Long-term debt due within one year		(38,933	)		(246,829	)
Total long-term debt excluding current maturities		2,212,532			1,969,489
Total capitalization	$	4,116,947		$	3,906,674

* Puget Energy has 50,000,000 shares authorized for $0.01 par value preferred stock. Puget Sound Energy has 13,000,000 shares authorized for $25 par value preferred stock and 3,000,000 shares authorized for $100 par value preferred stock. The preferred stock is available for issuance under mandatory and non-mandatory redemption provisions.

The accompanying notes are an integral part of the consolidated financial statements.

Puget Energy Consolidated Statements of

COMMON SHAREHOLDERS’ EQUITY

	Common Stock											Accumulated
(DOLLARS IN THOUSANDS) FOR YEARS ENDED DECEMBER 31, 2004, 2003 & 2002	Shares			Amount		Additional Paid-in Capital			Retained Earnings			Other Comprehensive Income			Total Amount
Balance at December 31, 2001		87,023,210		$	870	$	1,358,946		$	32,229		$	(29,321	)	$	1,362,724
Net income		--			--		--			110,052			--			110,052
Common stock dividend declared		--			--		--			(105,687	)		--			(105,687	)
Common stock issued:
New issuance		5,750,000			57		114,639			--			--			114,696
Dividend reinvestment plan		801,205			8		16,900			--			--			16,908
Employee plans		68,252			1		550			--			--			551
Other		(8	)		--		(6,420	)		(198	)		--			(6,618	)
Other comprehensive income		--			--		--			--			31,161			31,161
Balance at December 31, 2002		93,642,659		$	936	$	1,484,615		$	36,396		$	1,840		$	1,523,787
Net income		--			--		--			116,197			--			116,197
Common stock dividend declared		--			--		--			(93,965	)		--			(93,965	)
Common stock issued:
New issuance		4,650,600			47		102,231			--			--			102,278
Dividend reinvestment plan		721,340			7		15,447			--			--			15,454
Employee plans		59,475			1		1,616			--			--			1,617
Other		(4	)		--		(8	)		(411	)		--			(419	)
Other comprehensive loss		--			--		--			--			(9,903	)		(9,903	)
Balance at December 31, 2003		99,074,070		$	991	$	1,603,901		$	58,217		$	(8,063	)	$	1,655,046
Net income		--			--		--			55,022			--			55,022
Common stock dividend declared		--			--		--			(99,386	)		--			(99,386	)
Common stock issued:
New issuance		5,195			--		68			--			--			68
Dividend reinvestment plan		681,491			7		15,170			--			--			15,177
Employee plans		107,612			1		2,617			--			--			2,618
Other comprehensive loss		--			--		--			--			(6,269	)		(6,269	)
Balance at December 31, 2004		99,868,368		$	999	$	1,621,756		$	13,853		$	(14,332	)	$	1,622,276

Puget Energy Consolidated Statements of

COMPREHENSIVE INCOME

(DOLLARS IN THOUSANDS) FOR YEARS ENDED DECEMBER 31	2004			2003			2002
Net income	$	55,022		$	116,197		$	110,052
Other comprehensive income, net of tax:
Unrealized holding losses on marketable securities during the period		--			(45	)		(1,359	)
Reclassification adjustment for realized gains on marketable securities included in net income		--			(1,518	)		--
Foreign currency translation adjustment		275			80			63
Minimum pension liability adjustment		157			(1,122	)		(2,098	)
Unrealized gains on derivative instruments during the period		6,820			8,576			2,853
Reversal of unrealized (gains) losses on derivative instruments settled during the period		(10,418	)		181			31,702
Deferral related to power cost adjustment mechanism		(3,103	)		(16,055	)		--
Other comprehensive income (loss)		(6,269	)		(9,903	)		31,161
Comprehensive income	$	48,753		$	106,294		$	141,213

The accompanying notes are an integral part of the consolidated financial statements.

Puget Energy Consolidated Statements of

CASH FLOWS

(DOLLARS IN THOUSANDS) FOR YEARS ENDED DECEMBER 31	2004			2003			2002
Operating activities:
Net income	$	55,022		$	116,197		$	110,052
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		246,842			236,866			228,743
Deferred income taxes and tax credits - net		72,702			57,470			151,318
Gain from sale of securities		--			(2,889	)		--
Net unrealized (gains) losses on derivative instruments		(526	)		106			(11,612	)
Other (including conservation amortization)		10,103			18,683			(18,827	)
Cash collateral received from (returned to) energy supplier		6,320			(21,425	)		21,425
Increase (decrease) in residential exchange program		1,668			(25,989	)		21,201
Goodwill impairment		91,196			--			--
Pension plan funding		--			(26,521	)		--
Change in certain current assets and liabilities:
Accounts receivable and unbilled revenue		2,218			37,769			46,860
Materials and supplies		(22,228	)		(14,727	)		22,088
Prepayments and other		(8,159	)		(738	)		141
Purchased gas receivable /liability		(31,073	)		(71,826	)		121,039
Accounts payable		25,163			6,464			34,351
Taxes payable		247			13,405			(18,260	)
Tenaska disallowance reserve		3,156			--			--
Accrued expenses and other		3,709			(4,939	)		(4,603	)
Net cash provided by operating activities		456,360			317,906			703,916
Investing activities:
Construction and capital expenditures - excluding equity AFUDC		(409,403	)		(285,510	)		(235,786	)
Energy efficiency expenditures		(24,852	)		(18,579	)		(11,356	)
Restricted cash		905			20,106			(18,871	)
Cash received from sale of securities		--			3,161			--
Refundable cash received for customer construction projects		13,424			5,045			5,787
Investments by InfrastruX		--			(10,659	)		(41,602	)
Other		1,747			2,151			(15,761	)
Net cash used by investing activities		(418,179	)		(284,285	)		(317,589	)
Financing activities:
Decrease in short-term debt - net		(5,596	)		(33,402	)		(301,281	)
Dividends paid		(86,873	)		(86,671	)		(97,321	)
Issuance of common stock		5,413			106,659			120,214
Issuance of bonds and notes		343,841			319,497			107,518
Redemption of preferred stock		--			(60,000	)		--
Redemption of mandatorily redeemable preferred stock		--			(41,273	)		(7,500	)
Redemption of trust preferred stock		--			(19,750	)		--
Redemption of bonds and notes		(308,708	)		(357,510	)		(119,281	)
Other		6,032			(10,359	)		(4,363	)
Net cash used by financing activities		(45,891	)		(182,809	)		(302,014	)
Increase (decrease) in cash from net income		(7,710	)		(149,188	)		84,313
Cash at beginning of year		27,481			176,669			92,356
Cash at end of year	$	19,771		$	27,481		$	176,669
Supplemental Cash Flow Information:
Cash payments for:
Interest (net of capitalized interest)	$	182,419		$	192,845		$	200,392
Income taxes (net refunds)		(1,232	)		(2,777	)		(81,652	)

The accompanying notes are an integral part of the consolidated financial statements.

Puget Sound Energy Consolidated Statements of

INCOME

(DOLLARS IN THOUSANDS) FOR YEARS ENDED DECEMBER 31	2004			2003			2002
Operating revenues:
Electric	$	1,423,034		$	1,400,743		$	1,288,744
Gas		769,306			634,230			697,155
Other		6,537			6,043			9,753
Total operating revenues		2,198,877			2,041,016			1,995,652
Operating expenses:
Energy costs:
Purchased electricity		723,567			714,469			568,230
Electric generation fuel		80,772			64,999			113,538
Residential exchange		(174,473	)		(173,840	)		(149,970	)
Purchased gas		451,302			327,132			405,016
Unrealized (gain) loss on derivative instruments		(526	)		106			(11,612	)
Utility operations and maintenance		291,232			289,702			286,220
Other operations and maintenance		1,342			1,203			1,602
Depreciation and amortization		228,566			220,087			215,317
Conservation amortization		22,688			33,458			17,501
Taxes other than income taxes		208,989			194,857			202,381
Income taxes		77,177			70,939			52,836
Total operating expenses		1,910,636			1,743,112			1,701,059
Operating income		288,241			297,904			294,593
Other income (deductions):
Other income		4,362			1,587			5,215
Interest charges:
AFUDC		5,420			3,343			1,969
Interest expense		(171,740	)		(181,707	)		(192,829	)
Mandatorily redeemable securities interest expense		(91	)		(1,072	)		--
Net income before cumulative effect of accounting change		126,192			120,055			108,948
Cumulative effect of implementation of accounting change (net of tax)		--			169			--
Net income		126,192			119,886			108,948
Less: preferred stock dividends accrual		--			5,151			7,831
Income for common stock	$	126,192		$	114,735		$	101,117

The accompanying notes are an integral part of the consolidated financial statements.

Puget Sound Energy Consolidated Balance Sheets

ASSETS

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2004			2003
Utility plant:
Electric plant	$	4,389,882		$	4,265,908
Gas plant		1,881,768			1,749,102
Common plant		409,677			390,622
Less: Accumulated depreciation and amortization		(2,452,969	)		(2,325,405	)
Net utility plant		4,228,358			4,080,227
Other property and investments		157,670			160,280
Current assets:
Cash		12,955			14,778
Restricted cash		1,633			2,537
Accounts receivable, net of allowance for doubtful accounts		138,792			155,649
Unbilled revenues		140,391			131,798
Purchased gas adjustment receivable		19,088			--
Materials and supplies, at average cost		97,578			77,206
Current portion of unrealized gain on derivative instruments		8,087			7,593
Prepayments and other		6,247			6,285
Total current assets		424,771			395,846
Other long-term assets:
Regulatory asset for deferred income taxes		127,252			142,792
Regulatory asset for PURPA buyout costs		211,241			227,753
Unrealized gain on derivative instruments		13,765			8,624
Power cost adjustment mechanism		--			3,605
Other		401,030			339,977
Total other long-term assets		753,288			722,751
Total assets	$	5,564,087		$	5,359,104

The accompanying notes are an integral part of the consolidated financial statements.

Puget Sound Energy Consolidated Balance Sheets

CAPITALIZATION AND LIABILITIES

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2004		2003
Capitalization:
(See Consolidated Statements of Capitalization):
Common equity	$	1,592,433	$	1,555,469
Total shareholders’ equity		1,592,433		1,555,469
Redeemable securities and long-term debt:
Preferred stock subject to mandatory redemption		1,889		1,889
Junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities		280,250		280,250
Long-term debt		2,064,360		1,950,347
Total redeemable securities and long-term debt		2,346,499		2,232,486
Total capitalization		3,938,932		3,787,955
Current liabilities:
Accounts payable		229,747		206,465
Current maturities of long-term debt		31,000		102,658
Purchased gas adjustment liability		--		11,984
Accrued expenses:
Taxes		81,634		82,342
Salaries and wages		13,829		12,712
Interest		29,005		32,954
Current portion of unrealized loss on derivative instruments		19,261		3,636
Tenaska disallowance reserve		3,156		--
Other		34,918		26,514
Total current liabilities		442,550		479,265
Long-term liabilities:
Deferred income taxes		787,179		731,944
Long-term portion of unrealized loss on derivative instruments		249		--
Other deferred credits		395,177		359,940
Total long-term liabilities		1,182,605		1,091,884
Commitments and contingencies
Total capitalization and liabilities	$	5,564,087	$	5,359,104

The accompanying notes are an integral part of the consolidated financial statements

Puget Sound Energy Consolidated Statements of

CAPITALIZATION

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2004			2003
Common equity:
Common stock ($10 stated value) - 150,000,000 shares authorized, 85,903,791 shares outstanding.	$	859,038		$	859,038
Additional paid-in capital		609,467			604,451
Earnings reinvested in the business		138,678			100,186
Accumulated other comprehensive income (loss) - net of tax		(14,750	)		(8,206	)
Total common equity		1,592,433			1,555,469
Preferred stock subject to mandatory redemption - cumulative $100 par value:*
4.84% series - 150,000 shares authorized, 14,583 shares outstanding at December 31, 2004 and 2003		1,458			1,458
4.70% series - 150,000 shares authorized, 4,311 shares outstanding at December 31, 2004 and 2003		431			431
Total preferred stock subject to mandatory redemption		1,889			1,889
Junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities		280,250			280,250
Long-term debt:
First mortgage bonds and senior notes		1,933,500			1,891,158
Pollution control revenue bonds:
Revenue refunding 2003 series, due 2031		161,860			161,860
Unamortized discount - net of premium		--			(13	)
Long-term debt due within one year		(31,000	)		(102,658	)
Total long-term debt excluding current maturities		2,064,360			1,950,347
Total capitalization	$	3,938,932		$	3,787,955

*13,000,000 shares authorized for $25 par value preferred stock and 3,000,000 shares authorized for $100 par value preferred stock, both of which are available for issuance under mandatory and non-mandatory redemption provisions.

The accompanying notes are an integral part of the consolidated financial statements.

Puget Sound Energy Consolidated Statements of

COMMON SHAREHOLDERS’ EQUITY

(DOLLARS IN THOUSANDS)	Common Stock				Additional						Accumulated Other
FOR YEARS ENDED DECEMBER 31, 2004, 2003 & 2002	Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Income			Total Amount
Balance at December 31, 2001		85,903,791	$	859,038	$	382,592		$	55,345		$	(29,321	)	$	1,267,654
Net income		--		--		--			108,948			--			108,948
Preferred stock dividend declared		--		--		--			(7,904	)		--			(7,904	)
Common stock dividend declared		--		--		--			(89,418	)		--			(89,418	)
Investment received from Puget Energy		--		--		115,736			--			--			115,736
Other		--		--		7			--			--			7
Other comprehensive income		--		--		--			--			31,098			31,098
Balance at December 31, 2002		85,903,791	$	859,038	$	498,335		$	66,971		$	1,777		$	1,426,121
Net income		--		--		--			119,886			--			119,886
Preferred stock dividend declared		--		--		--			(5,562	)		--			(5,562	)
Common stock dividend declared		--		--		--			(81,109	)		--			(81,109	)
Investment received from Puget Energy		--		--		106,124			--			--			106,124
Other		--		--		(8	)		--			--			(8	)
Other comprehensive loss		--		--		--			--			(9,983	)		(9,983	)
Balance at December 31, 2003		85,903,791	$	859,038	$	604,451		$	100,186		$	(8,206	)	$	1,555,469
Net income		--		--		--			126,192			--			126,192
Common stock dividend declared		--		--		--			(87,700	)		--			(87,700	)
Investment received from Puget Energy		--		--		5,016			--			--			5,016
Other comprehensive loss		--		--		--			--			(6,544	)		(6,544	)
Balance at December 31, 2004		85,903,791	$	859,038	$	609,467		$	138,678		$	(14,750	)	$	1,592,433

Puget Sound Energy Consolidated Statements of

COMPREHENSIVE INCOME

(DOLLARS IN THOUSANDS) FOR YEARS ENDED DECEMBER 31	2004			2003			2002
Net income	$	126,192		$	119,886		$	108,948
Other comprehensive income, net of tax:
Unrealized holding losses on marketable securities during the period		--			(45	)		(1,359	)
Reclassification adjustment for realized gains on marketable securities included in net income		--			(1,518	)		--
Minimum pension liability adjustment		157			(1,122	)		(2,098	)
Unrealized gains on derivative instruments during the period		6,820			8,576			2,853
Reversal of unrealized (gains) losses on derivative instruments settled during the period		(10,418	)		181			31,702
Deferral related to power cost adjustment mechanism		(3,103	)		(16,055	)		--
Other comprehensive income (loss)		(6,544	)		(9,983	)		31,098
Comprehensive income	$	119,648		$	109,903		$	140,046

The accompanying notes are an integral part of the consolidated financial statements.

Puget Sound Energy Consolidated Statements of

CASH FLOWS

(DOLLARS IN THOUSANDS FOR YEARS ENDED DECEMBER 31	2004			2003			2002
Operating activities:
Net income	$	126,192		$	119,886		$	108,948
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		228,566			220,087			215,317
Deferred federal income taxes and tax credits - net		72,446			49,276			140,536
Gain from sale of securities		--			(2,889	)		--
Net unrealized (gain) loss on derivative instruments		(526	)		106			(11,612	)
Other (including conservation amortization)		20,806			14,591			(8,277	)
Cash collateral received from (returned to) energy suppliers		6,320			(21,425	)		21,425
Increase (decrease) in Residential Exchange Program		1,668			(25,989	)		21,201
Pension plan funding		--			(26,521	)		--
Change in certain current assets and current liabilities:
Accounts receivable and unbilled revenue		8,264			33,370			61,539
Materials and supplies		(20,372	)		(13,643	)		21,755
Prepayments and other		38			2,622			(1,501	)
Purchased gas receivable / liability		(31,073	)		(71,826	)		121,039
Accounts payable		23,282			12,863			38,893
Taxes payable		(707	)		17,910			(13,646	)
Tenaska disallowance reserve		3,156			--			--
Accrued expenses and other		(2,664	)		(4,120	)		277
Net cash provided by operating activities		435,396			304,298			715,894
Investing activities:
Construction expenditures - excluding equity AFUDC		(393,891	)		(269,973	)		(224,165	)
Energy efficiency expenditures		(24,852	)		(18,579	)		(11,356	)
Restricted cash		905			20,106			(18,871	)
Cash received from sale of securities		--			3,161			--
Refundable cash received for customer construction projects		13,424			5,045			5,787
Other		1,444			3,671			(14,472	)
Net cash used by investing activities		(402,970	)		(256,569	)		(263,077	)
Financing activities:
Decrease in short-term debt - net		--			(30,340	)		(307,828	)
Dividends paid		(87,700	)		(86,671	)		(97,321	)
Issuance of bonds and notes		200,000			304,465			40,000
Redemption of preferred stock		--			(60,000	)		--
Redemption of mandatorily redeemable preferred stock		--			(41,273	)		(7,500	)
Redemption of trust preferred stock		--			(19,750	)		--
Redemption of bonds and notes		(157,658	)		(356,860	)		(117,000	)
Investment from Puget Energy		5,016			106,124			115,736
Other		6,093			(10,121	)		(137	)
Net cash used by financing activities		(34,249	)		(194,426	)		(374,050	)
Increase (decrease) in cash from net income		(1,823	)		(146,697	)		78,767
Cash at beginning of year		14,778			161,475			82,708
Cash at end of year	$	12,955		$	14,778		$	161,475
Supplemental Cash Flow Information:
Cash payments for:
Interest (net of capitalized interest)	$	175,772		$	187,256		$	194,876
Income taxes (net refunds)		(1,042	)		(1,456	)		(81,973	)

The accompanying notes are an integral part of the consolidated financial statements.

NOTES

To Consolidated Financial Statements of Puget Energy and Puget Sound Energy

NOTE 1. Summary of Significant Accounting Policies

BASIS OF PRESENTATION

Puget Energy is an exempt public utility holding company under the Public Utility Holding Company Act of 1935. Puget Energy owns Puget Sound Energy (PSE) and has a 90.9% ownership interest in InfrastruX Group, Inc. (InfrastruX). PSE is a public utility incorporated in the State of Washington and furnishes electric and gas services in a territory covering 6,000 square miles, primarily in the Puget Sound region. InfrastruX is a non-regulated construction service company incorporated in the State of Washington, which provides construction services to the electric and gas utility industries primarily in the Midwest, Texas, south-central and eastern United States regions.

The consolidated financial statements of Puget Energy include the accounts of Puget Energy and its subsidiaries, PSE and InfrastruX. Puget Energy holds all the common shares of PSE and holds a 90.9% interest in InfrastruX. The results of PSE and InfrastruX are presented on a consolidated basis. PSE’s consolidated financial statements include the accounts of PSE and its subsidiaries. Puget Energy and PSE are collectively referred to herein as “the Company.” The consolidated financial statements are presented after elimination of all significant intercompany items and transactions. Minority interests of InfrastruX’s operating results are reflected in Puget Energy’s consolidated financial statements. Certain amounts previously reported have been reclassified to conform with current year presentations with no effect on total equity or net income.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

UTILITY PLANT

The cost of additions to utility plant, including renewals and betterments, are capitalized at original cost. Costs include indirect costs such as engineering, supervision, certain taxes, pension and other employee benefits, and an allowance for funds used during construction. Replacements of minor items of property are included in maintenance expense. The original cost of operating property is charged to accumulated depreciation and costs associated with removal of property, less salvage, is charged to the cost of removal regulatory liability when the property is retired and removed from service.

NON-UTILITY PROPERTY, PLANT AND EQUIPMENT

The costs of other property, plant and equipment are stated at cost. Expenditures for refurbishment and improvements that significantly add to productive capacity or extend useful life of an asset are capitalized. Replacement of minor items is expensed, on a current basis. Gains and losses on assets sold or retired are reflected in earnings.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates impairment of long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 establishes accounting standards for determining if long-lived assets are impaired and how losses, if any, should be recognized. The Company believes that the net cash flows are sufficient to cover the carrying value of its assets.

DEPRECIATION AND AMORTIZATION

For financial statement purposes, the Company provides for depreciation and amortization on a straight-line basis. Amortization is comprised of software, small tools and office equipment. The depreciation of automobiles, trucks, power-operated equipment and tools is allocated to asset and expense accounts based on usage. The annual depreciation provision stated as a percent of average original cost of depreciable electric utility plant was 2.9% in 2004, 2003 and 2002; depreciable gas utility plant was 3.4% in 2004, 3.5% in 2003 and 3.3% in 2002; and depreciable common utility plant was 4.6% in 2004, 4.7% in 2003 and 4.3% in 2002. Depreciation on other property, plant and equipment is calculated primarily on a straight-line basis over the useful lives of the assets.

CASH

All liquid investments with maturities of three months or less at the date of purchase are considered cash. The Company maintains cash deposits in excess of insured limits with certain financial institutions.

RESTRICTED CASH

Restricted cash represents cash to be used for specific purposes. The restricted cash balance was $1.6 million at December 31, 2004. Approximately $1.1 million in restricted cash represents funds held by Puget Western, Inc., a PSE subsidiary, for a real estate development project. Approximately $0.4 million represents funds held for payment of principal and interest for conservation trust debt and approximately $0.1 million represents payments from the Bonneville Power Administration under the Residential and Farm Energy Exchange Benefit Credit program in excess of credits provided to customers.

MATERIAL AND SUPPLIES

Material and supplies consists primarily of materials and supplies used in the operation and maintenance of the electric and gas systems, coal, diesel and natural gas held for generation, and natural gas and liquefied natural gas held in storage for future sales. These items are recorded at the lower of cost or market value, primarily using the weighted average cost method.

REGULATORY ASSETS AND LIABILITIES

The Company accounts for its regulated operations in accordance with SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation.” SFAS No. 71 requires the Company to defer certain costs that would otherwise be charged to expense, if it is probable that future rates will permit recovery of such costs. Accounting under SFAS No. 71 is appropriate as long as rates are established by or subject to approval by independent third-party regulators; rates are designed to recover the specific enterprise’s cost of service; and in view of demand for service, it is reasonable to assume that rates set at levels that will recover costs can be charged to and collected from customers.

The Company is allowed a return on the net regulatory assets and liabilities of 8.75% for electric rates beginning July 1, 2002 and gas rates beginning September 1, 2002. The 2001 allowed rate of return was 8.94% for electric rates and 9.15% for gas rates. The net regulatory assets and liabilities at December 31, 2004 and 2003 included the following:

(DOLLARS IN MILLIONS)	REMAINING AMORTIZATION PERIOD		2004			2003
PURPA electric energy supply contract buyout costs		4 to 7 years	$	211.2		$	227.8
Deferred income taxes		***		127.3			142.8
White River relicensing and other costs		*		65.3			20.8
Investment in Bonneville Exchange Power contract		12 years		44.1			47.6
Environmental remediation		*		42.3			41.6
Deferred AFUDC		30 years		30.4			30.3
Tree watch costs		10 years		28.3			29.0
Storm damage costs - electric		3.5 years		21.1			26.0
Purchased Gas Adjustment (PGA) receivable		*		19.1			--
Colstrip common property		19 years		13.9			14.6
PGA deferral of unrealized losses on derivative instruments		***		12.1			3.3
Various other regulatory assets		1 to 26 years		30.2			23.1
Power Cost Adjustment (PCA) mechanism		*		--			3.6
Cost of removal		**		(132.4	)		(124.9	)
PCA deferral of unrealized gain on derivative instrument		*		(30.8	)		(24.3	)
Gas Supply contract settlement		3.5 year		(10.1	)		--
Deferred gains on property sales		3 years		(4.5	)		(10.1	)
Tenaska disallowance reserve		1 year		(3.2	)		--
Purchased Gas Adjustment payable		***		--			(12.0	)
Various other regulatory liabilities		1 to 22 years		(4.7	)		(5.4	)
Net regulatory assets and liabilities			$	459.6		$	433.8

*Amortization period to be determined.

**The balance is dependent upon the cost of removal of underlying assets and the life of utility plant.

***Amortization period varies depending on timing of underlying transactions.

If the Company, at some point in the future, determines that all or a portion of the utility operations no longer meet the criteria for continued application of SFAS No. 71, the Company would be required to adopt the provisions of SFAS No. 101, “Regulated Enterprises - Accounting for the Discontinuation of Application of FASB Statement No. 71.” Adoption of SFAS No. 101 would require the Company to write off the regulatory assets and liabilities related to those operations not meeting SFAS No. 71 requirements. Discontinuation of SFAS No. 71 could have a material impact on the Company’s financial statements.

In accordance with guidance provided by the Securities and Exchange Commission, the Company reclassified from accumulated depreciation to a regulatory liability $132.4 million and $124.9 million in 2004 and 2003, respectively, for cost of removal for utility plant. These amounts are collected from PSE’s customers through depreciation rates.

ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION

The Allowance for Funds Used During Construction (AFUDC) represents the cost of both the debt and equity funds used to finance utility plant additions during the construction period. The amount of AFUDC recorded in each accounting period varies depending principally upon the level of construction work in progress and the AFUDC rate used. AFUDC is capitalized as a part of the cost of utility plant and is credited as a non-cash item to other income and interest charges currently. Cash inflow related to AFUDC does not occur until these charges are reflected in rates.

The AFUDC rate allowed by the Washington Commission for gas utility plant additions was 8.76% beginning September 1, 2002 and 9.15% in 2001. The allowed AFUDC rate on electric utility plant was 8.76% beginning July 1, 2002 and 8.94% in 2001. To the extent amounts calculated using this rate exceed the AFUDC calculated rate using the Federal Energy Regulatory Commission (FERC) formula, the Company capitalizes the excess as a deferred asset, crediting miscellaneous income. The amounts included in income were $1.4 million for 2004, $1.6 million for 2003 and $2.6 million for 2002. The deferred asset is being amortized over the average useful life of the Company’s non-project utility plant.

OTHER COMPREHENSIVE

Items present in the Consolidated Statements of Comprehensive Income for Puget Energy and PSE are presented net of applicable tax at a 35% statutory rate.

REVENUE RECOGNITION

Operating utility revenues are recorded on the basis of service rendered, which includes estimated unbilled revenue. Sales to other utilities are recorded on a net service rendered basis in accordance with Emerging Issues Task Force of the Financial Accounting Standards Board (EITF) Issue No. 03-11 “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03.” Non-utility subsidiaries recognize revenue when services are performed, upon the sale of assets or on a percent of completion basis for fixed priced contracts.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

An allowance for doubtful accounts is provided for energy customer accounts based upon a historical experience rate of write-offs of energy accounts receivable as compared to operating revenues. The allowance account is adjusted monthly for this experience rate. Energy accounts are considered past due 15 business days after the billing cycle. Once an account is past due, a 1% late payment fee is accrued per month for each month an account is past due. When an account is past due, the Company may assist the customer with the use of special payment arrangements. If no payment arrangements are made or if no contact is made from the customer, the Company has the option of stopping service. Once service is stopped or the customer leaves the service area, a final bill is mailed. Energy accounts are deemed uncollectible 74 business days after the final bill due date and are written off against the allowance account. The late payment fee continues to be accrued on past due accounts until they are written off.

Other non-energy receivable balances are reserved for in the allowance account based on facts and circumstances surrounding the receivable indicating some or all of the balance is uncollectible. Once exhaustive efforts have been made to collect these other receivables, the allowance account and corresponding receivable balance are written off.

The Company has provided for a $41.5 million reserve for fiscal 2000 sales transactions related to the California Independent System Operator and counterparties based upon probability of collection.

Puget Energy’s allowance for doubtful accounts for 2004 and 2003 was $46.0 million and $45.8 million, respectively. PSE’s allowance for doubtful accounts for 2004 and 2003 was $44.2 million and $44.0 million, respectively

SELF-INSURANCE

The Company currently has no insurance coverage for storm damage and is self-insured for a portion of the risk associated with comprehensive liability, workers’ compensation claims and catastrophic property losses other than storm related. With approval of the Washington Commission, PSE is able to defer for collection in future rates certain uninsured storm damage costs associated with major storms.

FEDERAL INCOME TAXES

The Company normalizes, with the approval of the Washington Commission, certain income tax items. Deferred taxes have been determined under SFAS No. 109. Investment tax credits are deferred and amortized based on the average useful life of the related property in accordance with regulatory and income tax requirements. (See Note 12).

ENERGY EFFICIENCY

The Company offers programs designed to help new and existing customers use energy efficiently. The primary emphasis is to provide information and technical services to enable customers to make energy efficient choices with respect to building design, equipment and building systems, appliance purchases and operating practices.

Since May 1997, the Company has recovered electric energy efficiency expenditures through a tariff rider mechanism. The rider mechanism allows the Company to defer the efficiency expenditures and amortize them to expense as PSE concurrently collects the efficiency expenditures in rates over a one-year period. As a result of the rider mechanism, electric energy efficiency expenditures have no impact on earnings.

Since 1995, the Company has been authorized by the Washington Commission to defer gas energy efficiency expenditures and recover them through a tariff tracker mechanism. The tracker mechanism allows the Company to defer efficiency expenditures and recover them in rates over the subsequent year. The tracker mechanism also allows the Company to recover an Allowance for Funds Used to Conserve Energy on any outstanding balance that is not being recovered in rates. As a result of the tracker mechanism, gas energy efficiency expenditures have no impact on earnings.

Energy efficiency programs reduce customer consumption of energy thus impacting energy margins. The impact of load reductions are adjusted in rates at each general rate case.

RATE ADJUSTMENT MECHANISMS

The Company has a power cost adjustment (PCA) mechanism that provides for an automatic rate adjustment if PSE’s costs to provide customers’ electricity falls outside certain bands from a normalized level of power costs established in the electric general rate case. The Company’s cumulative maximum pre-tax earnings exposure due to power cost variations over the four-year period ending June 30, 2006 is limited to $40 million plus 1% of the excess. All significant variable power supply cost drivers are included in the PCA mechanism (hydroelectric generation variability, market price variability for purchased power and surplus power sales, natural gas and coal fuel price variability, generation unit forced outage risk and wheeling cost variability). The PCA mechanism apportions increases or decreases in power costs, on a graduated scale, between PSE and its customers. Any unrealized gains and losses from derivative instruments accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” are deferred in proportion to the cost-sharing arrangement under the PCA mechanism once the Company reaches its cap of $40 million.

The graduated scale is as follows:

ANNUAL POWER COST VARIABILITY	CUSTOMERS' SHARE	COMPANY'S SHARE1
+/- $20 million	0%	100%
+/- $20 million - $40 million	50%	50%
+/- $40 million - $120 million	90%	10%
+/- $120+ million	95%	5%

_______________________

1   Over the four-year period July 1, 2002 through June 30, 2006 the Company’s share of pre-tax cost variation is capped at a cumulative $40 million plus 1% of the excess. Power cost variation after June 30, 2006 will be apportioned on an annual basis, based on the graduated scale.

The differences between the actual cost of PSE’s gas supplies and gas transportation contracts and that currently allowed by the Washington Commission are deferred and recovered or repaid through the purchased gas adjustment (PGA) mechanism. The PGA mechanism allows PSE to recover expected gas costs, and defer, as a receivable or liability, any gas costs that exceed or fall short of this expected gas cost amount in PGA mechanism rates, including interest.

NATURAL GAS OFF-SYSTEM SALES AND CAPACITY RELEASE

The Company contracts for firm gas supplies and holds firm transportation and storage capacity sufficient to meet the expected peak winter demand for gas by its firm customers. Due to the variability in weather, winter peaking consumption of natural gas by most of its customers and other factors, however, the Company holds contractual rights to gas supplies and transportation and storage capacity in excess of its average annual requirements to serve firm customers on its distribution system. For much of the year there is excess capacity available for third-party gas sales, exchanges and capacity releases. The Company sells excess gas supplies, enters into gas supply exchanges with third parties outside of its distribution area and releases to third parties excess interstate gas pipeline capacity and gas storage rights on a short-term basis to mitigate the costs of firm transportation and storage capacity for its core gas customers. The proceeds from such activities, net of transactional costs, are accounted for as reductions in the cost of purchased gas and passed on to customers through the PGA mechanism, with no direct impact on net income. As a result, the Company nets the sales revenue and associated cost of sales for these transactions in purchased gas.

ENERGY RISK MANAGEMENT

The Company serves its regulated electric customers with an electric portfolio of owned and contracted resources. As a result, the portfolio exposes the Company and its customers to some volumetric and commodity price risks within the sharing mechanism of the PCA. The Company also serves its regulated gas customers with a gas portfolio of contracted resources which exposes the Company’s customers to commodity price risks in the PGA mechanism. The Company’s energy risk management function monitors and manages these risks using analytical models and tools. In addition, the Audit Committee of the Company’s Board of Directors periodically assesses risk management policies.

The Company manages its energy supply portfolio to achieve three primary objectives:

·   ensure that physical energy supplies are available to serve retail customer requirements;

·   manage portfolio risks to limit undesired impacts on the Company’s costs; and

·   maximize the value of the Company’s energy supply assets.

ACCOUNTING FOR DERIVATIVES

The Company follows the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138 and SFAS No. 149, which requires that all contracts considered to be derivative instruments be recorded on the balance sheet at their fair value. Certain contracts that would otherwise be considered derivatives are exempt from SFAS No. 133 if they qualify for a normal purchase normal sale exception. The Company enters into both physical and financial contracts to manage its energy resource portfolio. The majority of these contracts qualify for the normal purchase normal sale exception. However, those contracts that do not meet normal purchase or normal sale exception are derivatives and, pursuant to SFAS No. 133, are reported at their fair value in the balance sheet. Changes in their fair value are reported in earnings unless they meet specific hedge accounting criteria, in which case changes in their fair market value are recorded in comprehensive income until the time the transaction that they are hedging is recorded as income. The Company designates a derivative instrument as a qualifying cash flow hedge if the change in the fair value of the derivative is highly effective at offsetting the changes in the fair value of an asset, a liability or a forecasted transaction. To the extent that a portion of a derivative designated as a hedge is ineffective, changes in the fair value of the ineffective portion of that derivative are recognized currently in earnings. Changes in the market value of derivative transactions related to obtaining gas for the Company’s retail gas business are deferred as regulatory assets or liabilities as a result of the Company’s PGA mechanism and recorded in earnings as the transactions are executed. In addition, once the Company reaches the $40 million PCA cap, any unrealized gains or losses are deferred in proportion to the cost-sharing arrangement under the PCA.

STOCK-BASED COMPENSATION

The Company has various stock-based compensation plans which, prior to 2003, were accounted for according to APB No. 25, “Accounting for Stock Issued to Employees,” and related interpretations as allowed by SFAS No. 123, “Accounting for Stock-Based Compensation.” In 2003, the Company adopted the fair value based accounting of SFAS No. 123 using the prospective method under the guidance of SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure.” The Company applies SFAS No. 123 accounting to stock compensation awards granted from 2003 on, while grants that were made in years prior to 2003 are accounted for using the intrinsic value method of APB No. 25. Had the Company used the fair value method of accounting specified by SFAS No. 123 for all grants at their grant date rather than prospectively implementing SFAS No. 123, net income and earnings per share would have been as follows:

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) YEARS ENDED DECEMBER 31	2004			2003			2002
Net income, as reported	$	55,022		$	116,197		$	110,052
Add: Total stock-based employee compensation expense included in net income, net of tax		2,641			4,180			4,103
Less: Total stock-based employee compensation expense per the fair value method of SFAS No. 123, net of tax		(3,303	)		(3,314	)		(3,495	)
Pro forma net income	$	54,360		$	117,063		$	110,660
Earnings per common share:
Basic as reported	$	0.55		$	1.23		$	1.24
Diluted as reported	$	0.55		$	1.22		$	1.24
Basic pro forma	$	0.55		$	1.24		$	1.25
Diluted pro forma	$	0.54		$	1.23		$	1.25

DEBT RELATED COSTS

Debt premiums, discounts and expenses are amortized over the life of the related debt. The premiums and costs associated with reacquired debt are deferred and amortized over the life of the related new issuance, in accordance with ratemaking treatment. At times the Company will enter into treasury lock transactions to hedge against the potential rising interest rates. The transaction, when settled, will be amortized over the related debt issuance life.

GOODWILL AND INTANGIBLES (PUGET ENERGY ONLY) 

On January 1, 2002, SFAS No. 142, “Goodwill and Other Intangible Assets,” became effective and as a result Puget Energy ceased amortization of goodwill. Puget Energy performed an initial impairment review of goodwill and an annual impairment review thereafter. The initial review was completed during the first half of 2002, which did not result in an impairment charge. Goodwill is reviewed annually to determine if any impairment exists. If goodwill is determined to have an impairment, Puget Energy would record in the period of determination an impairment charge to earnings. Intangibles with finite lives are amortized based on the expected pattern of use or on a straight-line basis over the expected periods to be benefited. The goodwill and intangibles recorded on the balance sheet of Puget Energy are the result of several acquisitions of companies by InfrastruX.

In 2004, InfrastruX recorded a $91.2 million ($76.6 million after tax and minority interest) impairment charge related to goodwill from acquired companies. See Note 18.

EARNINGS PER COMMON SHARE  (PUGET ENERGY ONLY) 

Basic earnings per common share has been computed based on weighted average common shares outstanding of 99,470,000, 94,750,000 and 88,372,000 for 2004, 2003 and 2002, respectively. Diluted earnings per common share has been computed based on weighted average common shares outstanding of 99,911,000, 95,309,000 and 88,777,000 for 2004, 2003 and 2002, respectively, which includes the dilutive effect of securities related to employee stock-based compensation plans.

ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

Rainier Receivables, Inc. is a wholly owned, bankruptcy-remote subsidiary of PSE formed in December 2002 for the purpose of purchasing customers’ accounts receivable, both billed and unbilled, of PSE. Rainier Receivables and PSE have an agreement whereby Rainier Receivables can sell, on a revolving basis, up to $150 million of those eligible receivables. The current agreement expires in December 2005. Rainier Receivables is obligated to pay fees that approximate the third-party purchaser’s cost of issuing commercial paper equal in value to the interests in receivables sold. At December 31, 2004, Rainier Receivables had sold $150 million of receivables compared to $111 million of receivables sold at December 31, 2003.

NOTE 2. New Accounting Pronouncements

In December 2004, FASB issued SFAS No. 123R, “Share-Based Payment” (SFAS No. 123R), which revises SFAS No. 123, “Accounting For Stock-Based Compensation.” SFAS No. 123R requires companies that issue share-based payment awards to employees for goods or services to recognize as compensation expense, the fair value of the expected vested portion of the award as of the grant date over the vesting period of the award. Forfeitures that occur before the award vesting date will be adjusted from the total compensation expense, but once the award vests, no adjustment to compensation expense will be allowed for forfeitures or unexercised awards. In addition, SFAS No. 123R would require recognition of compensation expense of all existing outstanding awards that are not fully vested for their remaining vesting period as of the effective date that were not accounted for under a fair-value method of accounting at the time of their award. SFAS No. 123R is effective for reporting periods beginning after June 15, 2005. The Company is currently evaluating what impact the application of SFAS No. 123R will have on its operations. The Company had adopted the fair value provisions of SFAS No. 123 “Accounting for Stock Based Compensation” in January 2003.

In December 2004, FASB issued FASB Staff Position No. 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” (FSP No. 109-1). FSP No. 109-1 states that the staff position related to deductions as a result of the American Jobs Creation Act (the Act) should be treated as a “special deduction”, as described in SFAS No. 109, “Accounting For Income Taxes” and therefore has no effect on deferred tax assets or liabilities existing at the enactment date. The Company is currently evaluating the impact of FSP No. 109-1 (which was effective upon issuance) and any deduction available under the Act. Any deduction available, if determined, is applicable to the Company’s 2005 tax year.

On May 19, 2004, FASB issued FASB Staff Position (FSP) No. 106-2 “Accounting and Disclosure Requirements Related to Medicare Prescription Drug, Improvement and Modernization Act of 2003” as the result of the new Medicare Prescription Drug and Modernization Act which was signed into law in December 2003. The law provides a subsidy for plan sponsors that provide prescription drug benefits to Medicare beneficiaries that are equivalent to the Medicare Part D plan. Based upon an actuarial assessment, PSE will not be eligible for such subsidies, thus FSP No. 106-2 will have no impact on PSE’s retiree medical plans.

The Emerging Issues Task Force of the Financial Accounting Standards Board (EITF) at its July 2003 meeting came to a consensus concerning EITF Issue No. 03-11, “Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03.” The consensus reached was that determining whether realized gains and losses on physically settled derivative contracts not held for trading purposes are reported in the income statement on a gross or net basis is a matter of judgment that depends on the relevant facts and circumstances. Based on the guidance by EITF No. 03-11, the Company determined that its non-trading derivative instruments should be reported net and implemented this treatment effective January 1, 2004. As a result of the implementation, Electric Revenue and Purchased Electricity Expense both decreased $108.7 million in 2003 and $77.1 million in 2002, respectively, with no impact on financial position or net income.

In March 2004, the EITF came to a consensus concerning EITF Issue No. 03-16, “Accounting for Investments in Limited Liability Companies.” The consensus reached was that an investment in a limited liability company (LLC) should be accounted for using the equity method for investments greater than 3% to 5%. The adoption of EITF No. 03-16 is effective for reporting periods beginning after June 15, 2004, with any adjustments being accounted for as a cumulative effect of a change in accounting principle. The Company reviewed its investments and determined one investment held by PSE met the criteria established in EITF No. 03-16.

In May 2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS No. 150 establishes the requirements for classifying and measuring as liabilities certain financial instruments that embody obligations to redeem the financial instruments by the issuer. The adoption of SFAS No. 150 is effective with the first fiscal year or interim period beginning after June 15, 2003. However, on November 5, 2003 FASB deferred for an indefinite period certain mandatorily redeemable noncontrolling interests associated with finite-lived subsidiaries. The Company does not have any noncontrolling interest in finite-lived subsidiaries and therefore, is not affected by the deferral. Prior periods will not be restated for the new presentation.

SFAS No. 150 requires the Company to classify its mandatorily redeemable preferred stock as liabilities. As a result, the corresponding dividends on the mandatorily redeemable preferred stock are classified as interest expense on the income statement with no impact on income for common stock.

In January 2003, FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46), as further revised in December 2003 with FIN 46R, which clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have a controlling interest or sufficient equity at risk for the entity to finance its activities without additional financial support. FIN 46 requires that if a business entity has a controlling financial interest in a variable interest entity, the financial statements must be included in the consolidated financial statements of the business entity. The adoption of FIN 46 for all interests in variable interest entities created after January 31, 2003 was effective immediately. For variable interest entities created before February 1, 2003, it was effective July 1, 2003. The adoption of FIN 46R was effective March 31, 2004. The Company evaluated its contractual arrangements and determined PSE’s 1995 conservation trust off-balance sheet financing transaction met this guidance, and therefore it was consolidated in the third quarter 2003. As a result, electricity revenues for 2003 increased $5.7 million, while conservation amortization and interest expense increased by the corresponding amount with no impact on earnings. FIN 46R also impacted the treatment of the Company’s mandatorily redeemable preferred securities of a wholly owned subsidiary trust holding solely junior subordinated debentures of the corporation (trust preferred securities). Previously, these trust-preferred securities were consolidated into the Company’s operations. As a result of FIN 46R, these securities have been deconsolidated and were classified as junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities (junior subordinated debt) in the fourth quarter 2003. This change had no impact on the Company’s results of operations. The Company also evaluated its purchase power agreements and determined that three counterparties may be considered variable interest entities. As a result, PSE submitted requests for information to those parties; however, the parties have refused to submit to PSE the necessary information for PSE to determine whether they meet the requirements of a variable interest entity. PSE also determined that it does not have a contractual right to such information. PSE will continue to submit requests for information to the counterparties in the future to determine if FIN 46R is applicable.

For the three purchase power agreements that may be considered variable interest entities under FIN 46R, PSE is required to buy all the generation from these plants, subject to displacement by PSE, at rates set forth in the purchase power agreements. If at any time the counterparties cannot deliver energy to PSE, PSE would have to buy energy in the wholesale market at prices which could be higher or lower than the purchase power agreement prices. PSE’s Purchased Electricity expense for 2004 and 2003 for these three entities was $251.2 million and $273.9 million, respectively.

In June 2001, FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” (SFAS No. 143) which is effective for fiscal years beginning after June 15, 2002. SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost should be capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. The Company adopted the new rules on asset retirement obligations on January 1, 2003. As a result, the Company recorded a $0.2 million charge to income for the cumulative effect of this accounting change. (See Note 3.)

In November 2004, FASB reached a decision concerning a proposed interpretation of SFAS No. 143 titled “Accounting for Conditional Asset Retirement Obligations.” The proposed interpretation addresses the issue of whether SFAS No. 143 requires an entity to recognize a liability for a legal obligation to perform asset retirement when the asset retirement activities are conditional on a future event, and if so, the timing and valuation of the recognition. The decision reached by FASB was that there are no instances where a law or regulation obligates an entity to perform retirement activities but then allows the entity to permanently avoid settling the obligation. This, if part of the final issued interpretation, could potentially have an impact on the Company as assets that were previously considered outside the scope of SFAS No. 143 may be subject to the terms of the proposed interpretation. FASB indicated that the final interpretation is anticipated to be issued in the first quarter 2005, with an effective date for fiscal years ending after December 15, 2005, with any adjustment accounted for as a cumulative effect of an accounting change. The Company is currently evaluating what impact this proposed interpretation may have on the Company if issued.

NOTE 3. Utility and Non-Utility Plant

UTILITY PLANT (DOLLARS IN THOUSANDS) AT DECEMBER 31	ESTIMATED USEFUL LIFE (YEARS)	2004		2003
Electric, gas and common utility plant classified by prescribed accounts at original cost:
Distribution plant	10-60	$ 4,219,720		$ 4,030,570
Production plant	40-100	1,150,781		1,144,354
Transmission plant	30-95	426,543		379,889
General plant	10-35	346,472		344,781
Construction work in progress	NA	129,966		121,622
Intangible plant (including capitalized software)	3-29	283,179		270,235
Plant acquisition adjustment	21	76,623		76,623
Underground storage	50-80	23,089		22,362
Liquefied natural gas storage	14-50	12,345		2,348
Plant held for future use	--	7,296		7,608
Other	27-34	5,313		5,240
Less accumulated provision for depreciation		(2,452,969	)	(2,325,405	)
Net utility plant		$ 4,228,358		$ 4,080,227

NON-UTILITY PLANT (DOLLARS IN THOUSANDS) AT DECEMBER 31	ESTIMATED USEFUL LIFE (YEARS)	2004		2003
Non-utility plant	3-20	$ 138,656		$ 122,926
Intangibles	5-20	24,056		23,985
Less accumulated depreciation and amortization		(52,947	)	(36,272	)
Net non-utility plant and intangibles		$ 109,765		$ 110,639

Non-utility plant is composed primarily of the property, plant and equipment of InfrastruX. Non-utility plant and accumulated depreciation is included in “other” under “other property and investments” in the Puget Energy balance sheet. Intangibles are composed of patents, contractual customer relationships and other amortizable intangible assets of InfrastruX.

On January 1, 2003, the Company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. The Company recorded an after-tax charge to income of $0.2 million in the first quarter 2003 for the cumulative effect of the accounting change. The cost of removal is collected from PSE’s customers through depreciation expense and any excess is recorded as a regulatory liability.

The Company identified various asset retirement obligations at January 1, 2003, which were included in the cumulative effect of the accounting change. The Company has an obligation (1) to dismantle two leased electric generation turbine units and deliver the turbines to the nearest railhead at the termination of the lease in 2009; (2) to remove certain structures as a result of renegotiations with the Department of Natural Resources of a now-expired lease; (3) to replace or line all cast iron pipes in its service territory by 2007 as a result of a 1992 Washington Commission order; and (4) to restore ash holding ponds at a jointly owned coal-fired electric generating facility in Montana.

The following table describes all changes to the Company’s asset retirement obligation liability:

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2004		2003
Asset retirement obligation at beginning of year	$	3,421	$	--
Liability recognized in transition		--		3,592
Liability settled in the period		--		(261	)
Accretion expense		95		90
Asset retirement obligation at December 31	$	3,516	$	3,421

The pro forma asset retirement obligation liability balances as if SFAS No. 143 had been adopted on January 1, 2002 (rather than January 1, 2003) are as follows:

(DOLLARS IN THOUSANDS)
Pro forma amounts of liability for asset retirement obligation at January 1, 2002	$     3,497
Pro forma amounts of liability for asset retirement obligation at December 31, 2002	3,592

The pro forma income statement effect as if SFAS No. 143 had been adopted on January 1, 2002 (rather than January 1, 2003) is as follows:

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)	2003		2002
Net income, as reported	$	116,197	$	110,052
Add: SFAS No. 143 transition adjustment, net of tax		169		--
Less: Pro forma accretion expense, net of tax		--		(62	)
Pro forma net income	$	116,366	$	109,990
Earnings per share:
Basic as reported	$	1.23	$	1.24
Diluted as reported	$	1.22	$	1.24
Basic pro forma	$	1.23	$	1.24
Diluted pro forma	$	1.22	$	1.24

NOTE 4. Preferred Stock

On November 1, 2003, all the authorized and outstanding 2.4 million shares of the $25 par value 7.45% Series preferred stock not subject to mandatory redemption were redeemed at par value plus accrued dividends. There were no other redemptions or reacquired shares of this preferred stock series in 2003.

NOTE 5. Preferred Share Purchase Right

On October 23, 2000, the Board of Directors declared a dividend of one preferred share purchase right (a Right) for each outstanding common share of Puget Energy. The dividend was paid on December 29, 2000 to shareholders of record on that date. The Rights will become exercisable only if a person or group acquires 10% or more of Puget Energy’s outstanding common stock or announces a tender offer which, if consummated, would result in ownership by a person or group of 10% or more of the outstanding common stock. Each Right will entitle the holder to purchase from Puget Energy one one-hundredth of a share of preferred stock with economic terms similar to that of one share of Puget Energy’s common stock at a purchase price of $65, subject to adjustments. The Rights expire on December 21, 2010, unless redeemed or exchanged earlier by Puget Energy.

NOTE 6. Dividend Restrictions

The payment of dividends on common stock is restricted by provisions of certain covenants applicable to preferred stock and long-term debt contained in the Company’s Articles of Incorporation and Mortgage Indentures. Under the most restrictive covenants of PSE, earnings reinvested in the business unrestricted as to payment of cash dividends were approximately $274.4 million at December 31, 2004. For the years 2004, 2003 and 2002, the aggregate dividends declared per share were $1.00, $1.00 and $1.21, respectively.

Under the general rate settlement, PSE must rebuild its common equity ratio to at least 39%, with milestones of 35% and 39% at the end of 2004 and 2005, respectively. If PSE should fail to meet the schedule, it would be subject to a 2% rate reduction penalty. The common equity ratio for PSE at December 31, 2004 was 40.1%.

NOTE 7. Redeemable Securities

	PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION $100 PAR VALUE
	4.70% SERIES		4.84% SERIES			7.75% SERIES
Shares outstanding December 31, 2001		4,311		14,808			487,500
Acquired for sinking fund:
2002		--		--			(75,000	)
2003		--		--			(75,000	)
2004		--		--			--
Called for redemption or reacquired and canceled:
2002		--		--			--
2003		--		(225	)		(337,500	)
2004		--		--			--
Shares outstanding December 31, 2004		4,311		14,583			--

See “Consolidated Statements of Capitalization” for details on specific series.

PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION

The Company is required to deposit funds annually in a sinking fund sufficient to redeem the following number of shares of each series of preferred stock at $100 per share plus accrued dividends: 4.70% Series and 4.84% Series, 3,000 shares each. All previous sinking fund requirements have been satisfied. The $100 par value 7.75% Series preferred stock subject to mandatory redemption was fully redeemed at $102.07 per share plus accrued dividends on August 15, 2003. At December 31, 2004, there were 34,689 shares of the 4.70% Series and 18,192 shares of the 4.84% Series acquired by the Company and available for future sinking fund requirements. Upon involuntary liquidation, all preferred shares are entitled to their par value plus accrued dividends.

The preferred stock subject to mandatory redemption may also be redeemed by the Company at the following redemption prices per share plus accrued dividends: 4.70% Series, $101.00 and 4.84% Series, $102.00.

JUNIOR SUBORDINATED DEBENTURES OF THE CORPORATION PAYABLE TO A SUBSIDIARY TRUST HOLDING MANDATORILY REDEEMABLE PREFERRED SECRUITIES

In 1997 and 2001, the Company formed Puget Sound Energy Capital Trust I and Puget Sound Energy Capital Trust II, respectively, for the sole purpose of issuing and selling common and preferred securities (Trust Securities). The proceeds from the sale of Trust Securities were used to purchase Junior Subordinated Debentures (Debentures) from the Company. The Debentures are the sole assets of the Trusts and the Company owns all common securities of the Trusts.

The Debentures of Trust I and Trust II have an interest rate of 8.231% and 8.40%, respectively, and a stated maturity date of June 1, 2027 and June 30, 2041, respectively. The Trust Securities are subject to mandatory redemption at par on the stated maturity date of the Debentures. The Trust Securities in the Capital Trust I may be redeemed earlier, under certain conditions, at the option of the Company. The Capital Trust II Securities may be redeemed at any time on or after June 30, 2006 at par, under certain conditions, at the option of the Company. Dividends relating to preferred securities are included in interest expense for all periods presented.

NOTE 8. Long-Term Debt

FIRST MORTGAGE BONDS AND SENIOR NOTES

AT DECEMBER 31 (DOLLARS IN THOUSANDS)

SERIES	DUE	2004	2003	SERIES	DUE	2004	2003
6.07%	2004	$          --	$10,000	6.46%	2009	150,000	150,000
6.10%	2004	--	8,500	6.61%	2009	3,000	3,000
7.70%	2004	--	50,000	6.62%	2009	5,000	5,000
7.80%	2004	--	30,000	7.12%	2010	7,000	7,000
6.92%	2005	11,000	11,000	7.96%	2010	225,000	225,000
6.93%	2005	20,000	20,000	7.69%	2011	260,000	260,000
Variable	2006	200,000	--	6.83%	2013	3,000	3,000
6.58%	2006	10,000	10,000	6.90%	2013	10,000	10,000
8.06%	2006	46,000	46,000	7.35%	2015	10,000	10,000
8.14%	2006	25,000	25,000	7.36%	2015	2,000	2,000
7.02%	2007	20,000	20,000	6.74%	2018	200,000	200,000
7.04%	2007	5,000	5,000	9.57%	2020	25,000	25,000
7.75%	2007	100,000	100,000	7.35%	2024	--	55,000
3.363%	2008	150,000	150,000	7.15%	2025	15,000	15,000
6.51%	2008	1,000	1,000	7.20%	2025	2,000	2,000
6.53%	2008	3,500	3,500	7.02%	2027	300,000	300,000
7.61%	2008	25,000	25,000	7.00%	2029	100,000	100,000
				Total		$1,933,500	$1,887,000

In January 2004, the Company filed a shelf-registration statement with the Securities and Exchange Commission for the offering, on a delayed or continuous basis, of up to $500 million of any combination of common stock of Puget Energy and principal amount of senior notes secured by a pledge of first mortgage bonds. In July 2004, PSE issued $200 million in floating rate senior notes under its existing $500 million registration statement. The notes have a floating interest rate which is based on the three-month LIBOR rate plus 0.30% (2.37% at December 31, 2004), and mature in July 2006. The Company called and paid off five series of first mortgage bonds in 2004, totaling $153.5 million. The Company repaid the bonds using both cash on hand and proceeds from the $200 million floating rate senior notes.

Substantially all utility properties owned by the Company are subject to the lien of the Company’s electric and gas mortgage indentures. To issue additional first mortgage bonds under these indentures, PSE’s earnings available for interest must be at least twice the annual interest charges on outstanding first mortgage bonds. At December 31, 2004, the earnings available for interest exceeded the required amount.

POLLUTION CONTROL BONDS

The Company has outstanding two series of Pollution Control Bonds. On February 19, 2003, the Board of Directors approved the refinancing of all Pollution Control Bonds series, which were issued in March 2003. Amounts outstanding were borrowed from the City of Forsyth, Montana (the City). The City obtained the funds from the sale of Customized Pollution Control Refunding Bonds issued to finance pollution control facilities at Colstrip Units 3 & 4.

Each series of bonds is collateralized by a pledge of PSE’s first mortgage bonds, the terms of which match those of the Pollution Control Bonds. No payment is due with respect to the related series of first mortgage bonds so long as payment is made on the Pollution Control Bonds.

AT DECEMBER 31  (DOLLARS IN THOUSANDS)
SERIES	DUE	2004	2003
2003A Series - 5.00%	2031	$   138,460	$   138,460
2003B Series - 5.10%	2031	23,400	23,400
Total		$   161,860	$   161,860

CONSERVATION TRUST FINANCINGS

In October 2004, the 6.45% Conservation Trust Bonds matured. PSE originally consolidated the 1995 Conservation Trust Bonds when FIN 46 went into effect in July 2003. The balance at December 31, 2003 was $4.2 million.

LONG-TERM REVOLVING CREDIT FACILITY (PUGET ENERGY ONLY)

Puget Energy has a $15.0 million revolving credit facility available through a bank. At December 31, 2004, there was $5.0 million outstanding at a weighted average interest rate of 3.07%, leaving $10.0 million available under the facility. On February 1, 2005, Puget Energy reduced the borrowing capacity under this credit facility to $5.0 million.

InfrastruX and its subsidiaries have signed credit agreements with several banks for up to $186.7 million, which expire at various dates from 2005 to 2007. Under the InfrastruX credit agreement, Puget Energy is the guarantor of $150.0 million of the line of credit. InfrastruX has borrowed $143.1 million at a weighted average interest rate of 2.96%, leaving a balance of $43.6 million available under the lines of credit at December 31, 2004. InfrastruX also has $18.4 million in equipment financing agreements with various vendors. These agreements mature at various dates from 2005 to 2009 and carry interest rates up to 7.45%.

LONG-TERM DEBT MATURITIES

The principal amounts of long-term debt maturities for the next five years and thereafter are as follows:

PUGET ENERGY (DOLLARS IN THOUSANDS)	2005	2006	2007	2008	2009	THEREAFTER
Maturities of:
Long-term debt	$   38,933	$   292,276	$   259,866	$   181,089	$   158,441	$   1,320,860

PUGET SOUND ENERGY (DOLLARS IN THOUSANDS)	2005	2006	2007	2008	2009	THEREAFTER
Maturities of:
Long-term debt	$   31,000	$   281,000	$   125,000	$   179,500	$   158,000	$   1,320,860

NOTE 9. Liquidity Facilities and Other Financing Arrangements

At December 31, 2004, PSE had short-term borrowing arrangements that included a $350 million unsecured line of credit agreement with a group of banks and a $150 million receivables securitization program. These arrangements provide PSE with the ability to borrow at different interest rate options and include variable fee levels. The line of credit agreement allows the Company to make floating rate advances at the banks’ prime rate and Eurodollar advances at LIBOR plus a spread, and contains “credit sensitive” pricing with various spreads associated with various credit rating levels. The line of credit agreement also allows for issuing standby letters of credit up to the entire line of credit agreement amount. The line of credit agreement expires in June 2007.

PSE has entered into a Receivables Sales Agreement with Rainier Receivables, Inc., a wholly owned subsidiary of PSE, in December 2002. Pursuant to the Receivables Sales Agreement, PSE sells all of its utility customer accounts receivable and unbilled utility revenues to Rainier Receivables. In addition, Rainier Receivables entered into a Receivables Purchase Agreement with PSE and a third party. The Receivables Purchase Agreement allows Rainier Receivables to sell the receivables purchased from PSE to the third party. The amount of receivables sold by Rainier Receivables is not permitted to exceed $150 million at any time. However, the maximum amount may be less than $150 million depending on the eligible outstanding amount of PSE’s receivables which fluctuate with the seasonality of energy sales to customers.

The receivables securitization facility is the functional equivalent of a secured revolving line of credit. In the event Rainier Receivables elects to sell receivables under the Receivables Purchase Agreement, Rainier Receivables is required to pay the purchasers fees that are comparable to interest rates on a revolving line of credit. As receivables are collected by PSE as agent for the receivables purchasers, the outstanding amount of receivables purchased by the purchasers declines until Rainier Receivables elects to sell additional receivables to the purchasers.

The receivables securitization facility expires in December 2005, but is terminable by PSE and Rainier Receivables upon notice to the receivables purchasers. During the year ended December 31, 2004, Rainier Receivables had sold a cumulative amount of $600.2 million in accounts receivable, and had $150.0 million of accounts receivable sold under the program at December 31, 2004. There were no additional amounts available to be sold under the program at December 31, 2004. During the year ended December 31, 2003, Rainier Receivables had sold a cumulative amount of $348.0 million in accounts receivable and had $111.0 million sold under the program at December 31, 2003.

In addition, PSE has agreements with certain banks to borrow on an uncommitted, as available, basis at money market rates quoted by the banks. There are no costs, other than interest, for these arrangements. PSE also uses commercial paper to fund its short-term borrowing requirements. The following table presents the liquidity facilities and other financing arrangements at December 31, 2004 and 2003.

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2004			2003
Short-term borrowings outstanding:
InfrastruX bank line of credit borrowings	$	8,297		$	13,893
Weighted average interest rate		2.47	%		2.59	%
Financing arrangements:
Puget Energy line of credit 1	$	15,000		$	15,000
InfrastruX revolving credit facilities 2		186,725			184,725
PSE line of credit 3		350,000			250,000
PSE receivables securitization program 4		150,000			150,000

___________________

¹   Includes $5.0 million outstanding at December 31, 2004, leaving $10.0 million available under the agreement. On February 1, 2005, Puget Energy reduced the capacity to $5.0 million.

2   The revolving credit facility requires InfrastruX and its subsidiaries to maintain certain financial covenants, including requirements to maintain certain levels of net worth and debt coverage. The agreement also places certain restrictions on expenditures, other indebtedness and executive compensation. For 2004 and 2003, InfrastruX had $143.1 million and $155.6 million outstanding under the credit facilities, effectively reducing available borrowing capacity to $43.6 million and $29.1 million, respectively.

3   Provides liquidity support for PSE’s outstanding commercial paper and letters of credit in the amount of $0.5 million in 2004 and 2003, effectively reducing the available borrowing capacity under these credit lines to $349.5 million and $249.5 million, respectively. There was no commercial paper outstanding at December 31, 2004 and 2003.

⁴   Provides liquidity support for PSE’s outstanding letters of credit and commercial paper. At December 31, 2004, PSE had sold $150.0 million in receivables, leaving no amounts available to borrow under the receivables securitization program. At December 31, 2003, PSE had sold $111.0 million in receivables.

NOTE 10. Estimated Fair Value of Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2004 and 2003.

	2004				2003
(DOLLARS IN MILLIONS)	CARRYING AMOUNT		FAIR VALUE		CARRYING AMOUNT		FAIR VALUE
Financial assets:
Cash	$	19.8	$	19.8	$	27.5	$	27.5
Restricted cash		1.6		1.6		2.5		2.5
Equity securities		1.9		1.9		3.6		3.6
Notes receivable and other		71.4		71.4		63.6		63.6
Energy derivatives		21.9		21.9		16.2		16.2
Financial liabilities:
Short-term debt	$	8.3	$	8.3	$	13.9	$	13.9
Preferred stock subject to mandatory redemption		1.9		1.9		1.9		1.9
Junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities		280.3		290.9		280.3		304.6
Long-term debt - fixed-rate1		2,051.4		2,194.8		2,216.3		2,409.6
Long-term debt - variable-rate1		200.0		199.9		--		--
Energy derivatives		19.5		19.5		3.6		3.6

____________________

1   PSE’s carrying value and fair value of both fixed-rate and variable-rate long-term debt in 2004 was $2,095.4 million and $2,238.7 million, respectively. PSE’s carrying value and fair value of fixed-rate long-term debt in 2003 was $2,053.0 million and $2,250.4 million, respectively.

The carrying amount of equity securities is considered to be a reasonable estimate of fair value. The fair value of outstanding bonds including current maturities is estimated based on quoted market prices. The fair value of the preferred stock subject to mandatory redemption is estimated based on dealer quotes. The fair value of the junior subordinated debentures of the corporation payable to a subsidiary trust holding mandatorily redeemable preferred securities is estimated based on dealer quotes. The carrying values of short-term debt and notes receivable are considered to be a reasonable estimate of fair value. The carrying amount of cash, which includes temporary investments with original maturities of three months or less, is also considered to be a reasonable estimate of fair value.

Derivative instruments have been used by the Company on a limited basis and are recorded at fair value. The Company has a policy that financial derivatives are to be used only to mitigate business risk.

In 2003, PSE redeemed the 7.75% mandatorily redeemable preferred stock. 75,000 shares were redeemed in February 2003 at the par value of $100 per share and the remaining 337,500 shares were redeemed in August 2003 at $102.07 per share. Also in 2003, 19,750 shares of the 8.231% Capital Trust I preferred stock were redeemed at $990 per share, leaving 80,250 shares still outstanding. There was no preferred stock redeemed in 2004.

NOTE 11. Leases

All of PSE’s leases are operating leases. Certain leases contain purchase options and renewal and escalation provisions. Operating and capital lease payments net of sublease receipts were:

(DOLLARS IN THOUSANDS)	PUGET ENERGY		PSE
AT DECEMBER 31	OPERATING	CAPITAL	OPERATING
2004	$ 25,751	$ 2,086	$ 17,618
2003	26,842	2,696	19,301
2002	26,386	2,486	20,176

Payments received for the subleases of properties were approximately $0.1 million, $1.4 million and $2.6 million for the years ended December 31, 2004, 2003 and 2002, respectively.

Future minimum lease payments for non-cancelable leases net of sublease receipts are:

(DOLLARS IN THOUSANDS)	PUGET ENERGY		PSE
AT DECEMBER 31	OPERATING	CAPITAL	OPERATING
2005	$ 19,311	$ 1,988	$ 12,791
2006	19,804	2,057	16,034
2007	17,500	1,558	15,524
2008	15,174	1,032	14,496
2009	11,591	343	11,459
Thereafter	46,140	--	46,045
Total minimum lease payments	$ 129,520	$ 6,978	$ 116,349

PSE leases a portion of its owned gas transmission pipeline infrastructure under a non-cancelable operating lease to a third party. The lease expires in 2009. Future minimum lease payments to be received by PSE under this lease are:

(DOLLARS IN THOUSANDS) AT DECEMBER 31	2005	2006	2007	2008	2009
Lease receipts	$ 1,182	$ 1,182	$ 1,182	$ 1,182	$ 985

In 2004, Puget Energy acquired $2.1 million in assets under capital leases, which is a non-cash investing activity for the Statement of Cash Flows for Puget Energy.

NOTE 12. Income Taxes

The details of income taxes are as follows:

PUGET ENERGY (DOLLARS IN THOUSANDS)	2004			2003			2002
Charged to operating expense:
Current - federal	$	7,607		$	18,119		$	(84,149	)
Current - state		75			(2,046	)		(774	)
Deferred -federal		70,522			56,004			144,230
Deferred - state		(2,647	)		927			614
Deferred investment tax credits		(593	)		(635	)		(661	)
Total charged to operations		74,964			72,369			59,260
Charged to miscellaneous income:
Current		(5,344	)		(288	)		(3,276	)
Deferred		2,470			(1,805	)		1,228
Total charged to miscellaneous income		(2,874	)		(2,093	)		(2,048	)
Cumulative effect of accounting change		--			(91	)		--
Total income taxes	$	72,090		$	70,185		$	57,212

PUGET SOUND ENERGY (DOLLARS IN THOUSANDS)	2004			2003			2002
Charged to operating expense:
Current - federal	$	5,825		$	22,154		$	(81,839	)
Current - state		(21	)		(1,460	)		(548	)
Deferred -federal		71,966			50,880			135,884
Deferred - state		--			--			--
Deferred investment tax credits		(593	)		(635	)		(661	)
Total charged to operations		77,177			70,939			52,836
Charged to miscellaneous income:
Current		(5,306	)		(276	)		(3,406	)
Deferred		2,470			(1,805	)		1,228
Total charged to miscellaneous income		(2,836	)		(2,081	)		(2,178	)
Cumulative effect of accounting change		--			(91	)		--
Total income taxes	$	74,341		$	68,767		$	50,658

The following is a reconciliation of the difference between the amount of income taxes computed by multiplying pre-tax book income by the statutory tax rate and the amount of income taxes in the Consolidated Statements of Income for the Company:

PUGET ENERGY (DOLLARS IN THOUSANDS)	2004			2003			2002
Income taxes at the statutory rate	$	42,016		$	65,295		$	58,846
Increase (decrease):
Depreciation expense deducted in the financial statements in excess of tax depreciation, net of depreciation treated as a temporary difference		10,723			9,130			10,041
AFUDC included in income in the financial statements but excluded from taxable income		(2,270	)		(1,809	)		(1,387	)
Accelerated benefit on early retirement of depreciable assets		(1,297	)		(1,879	)		(1,469	)
Investment tax credit amortization		(593	)		(635	)		(661	)
Energy Efficiency expenditures - net		(134	)		8,096			6,259
Tax benefit of reduced salvage values		--			--			(10,193	)
IRS issue resolution		--			(6,209	)		--
Goodwill impairment		10,276			--			--
Valuation allowance		17,988			--			--
Preferred stock dividends of subsidiary		--			1,803			2,741
Sate income taxes net of the federal income tax benefit		(2,566	)		(877	)		(104	)
Other - net		(2,053	)		(2,730	)		(6,861	)
Total income taxes	$	72,090		$	70,185		$	57,212
Effective tax rate		62.2	%		37.6	%		34.0	%

PUGET SOUND ENERGY (DOLLARS IN THOUSANDS)	2004			2003			2002
Income taxes at the statutory rate	$	70,187		$	66,028		$	55,862
Increase (decrease):
Depreciation expense deducted in the financial statements in excess of tax depreciation, net of depreciation treated as a temporary difference		10,723			9,130			10,041
AFUDC included in income in the financial statements but excluded from taxable income		(2,270	)		(1,809	)		(1,387	)
Accelerated benefit on early retirement of depreciable assets		(1,297	)		(1,879	)		(1,469	)
Investment tax credit amortization		(593	)		(635	)		(661	)
Energy Efficiency expenditures - net		(134	)		8,096			6,259
Tax benefit of reduced salvage values		--			--			(10,193	)
IRS issue resolution		--			(6,209	)		--
Sate income taxes net of the federal income tax benefit		(14	)		(949	)		(356	)
Other - net		(2,261	)		(3,006	)		(7,438	)
Total income taxes	$	74,341		$	68,767		$	50,658
Effective tax rate		37.1	%		36.5	%		31.7	%

The Company’s deferred tax liability at December 31, 2004, 2003 and 2002 is composed of amounts related to the following types of temporary differences:

PUGET ENERGY (DOLLARS IN THOUSANDS)	2004			2003			2002
Plant and equipment	$	665,407		$	622,462		$	588,182
Capitalized overhead costs		72,448			70,834			72,220
Software amortization		37,484			41,044			41,408
Pensions and compensation		15,367			16,890			29,099
Bonneville Exchange Power		14,078			15,204			15,537
Energy Efficiency charges		10,320			9,446			16,473
Other deferred tax liabilities		68,587			68,351			46,655
Subtotal deferred tax liabilities		883,691			844,231			809,574
Contributions in aid of construction		(41,525	)		(46,520	)		(44,770	)
Goodwill		(18,683	)		4,192			2,106
Other deferred tax assets		(30,745	)		(46,668	)		(36,235	)
Subtotal deferred tax assets		(90,953	)		(88,996	)		(78,899	)
Valuation allowance		17,988			--			--
Subtotal net deferred tax assets		(72,965	)		(88,996	)		(78,899	)
Total	$	810,726		$	755,235		$	730,675

PUGET SOUND ENERGY (DOLLARS IN THOUSANDS)	2004			2003			2002
Plant and equipment	$	645,826		$	607,203		$	578,137
Capitalized overhead costs		72,448			70,834			72,220
Software amortization		37,484			41,044			41,408
Pensions and compensation		15,367			16,890			29,099
Bonneville Exchange Power		14,078			15,204			15,537
Energy Efficiency charges		10,320			9,446			16,473
Other deferred tax liabilities		63,926			64,511			43,710
Subtotal deferred tax liabilities		859,449			825,132			796,584
Contributions in aid of construction		(41,525	)		(46,520	)		(44,770	)
Other deferred tax assets		(30,745	)		(46,668	)		(36,235	)
Subtotal deferred tax assets		(72,270	)		(93,188	)		(81,005	)
Total	$	787,179		$	731,944		$	715,579

Deferred tax amounts shown above result from temporary differences for tax and financial statement purposes. Deferred tax provisions are not recorded in the income statement for certain temporary differences between tax and financial statement purposes because they are not allowed for ratemaking purposes.

The Company calculates its deferred tax assets and liabilities under SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires recording deferred tax balances, at the currently enacted tax rate, for all temporary differences between the book and tax bases of assets and liabilities, including temporary differences for which no deferred taxes had been previously provided because of use of flow-through tax accounting for ratemaking purposes. Because of prior and expected future ratemaking treatment for temporary differences for which flow-through tax accounting has been utilized, a regulatory asset for income taxes recoverable through future rates related to those differences has also been established by PSE. At December 31, 2004, the balance of this asset was $127.3 million.

Puget Energy’s management has determined that a portion of the deferred tax asset related to InfrastruX goodwill impairment will not be realized and has provided a valuation allowance of $18.0 million at December 31, 2004 to reduce the deferred tax asset to its estimated realizable value.

NOTE 13. Retirement Benefits

The Company has a defined benefit pension plan with a cash balance feature covering substantially all PSE employees. Benefits are a function of age, salary and service. Additionally Puget Energy maintains a non-qualified supplemental retirement plan for officers and certain director-level employees. The annual measurement date is December 31 of each year.

In addition to providing pension benefits, the Company provides certain health care and life insurance benefits for retired employees. These benefits are provided principally through an insurance company whose premiums are based on the benefits paid during the year.

	PENSION BENEFITS						OTHER BENEFITS
(DOLLARS IN THOUSANDS)	2004			2003			2004			2003
Change in benefit obligation:
Benefit obligation at beginning of year	$	400,041		$	369,692		$	29,220		$	31,693
Service cost		10,343			8,284			189			175
Interest cost		24,082			24,406			1,670			1,828
Amendments		--			940			--			--
Actuarial (gain) loss		37,628			19,354			963			(2,194	)
Special recognition of prior service costs		--			190			--			--
Benefits paid		(32,357	)		(22,825	)		(2,050	)		(2,282	)
Benefit obligation at end of year	$	439,737		$	400,041		$	29,992		$	29,220

Change in plan assets:
Fair value of plan assets at beginning of year	$	428,586		$	343,960		$	15,431		$	16,160
Actual return on plan assets		51,395			79,488			1,184			98
Employer contribution		11,356			27,963			1,394			1,455
Benefits paid		(32,357	)		(22,825	)		(2,050	)		(2,282	)
Fair value of plan assets at end of year	$	458,980		$	428,586		$	15,959		$	15,431
Funded status	$	19,243		$	28,545		$	(14,033	)	$	(13,789	)
Unrecognized actuarial (gain) loss		72,428			48,217			(2,019	)		(2,895	)
Unrecognized prior service cost		12,760			15,949			2,403			2,712
Unrecognized net initial (asset) obligation		(163	)		(1,267	)		3,365			3,783
Net amount recognized	$	104,268		$	91,444		$	(10,284	)	$	(10,189	)
Amounts recognized on statement of  financial position consist of:
Prepaid benefit cost	$	120,748		$	112,737		$	--		$	--
Accrued benefit liability		(32,042	)		(38,704	)		(10,284	)		(10,189	)
Intangible asset		7,351			9,043			--			--
Accumulated other comprehensive income		8,211			8,368			--			--
Net amount recognized	$	104,268		$	91,444		$	(10,284	)	$	(10,189	)

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the non-qualified pension plan, which has accumulated benefit obligations in excess of plan assets, were $38.9 million, $31.8 million and none, respectively, as of December 31, 2004. For the qualified pension plan the projected benefit obligation, accumulated benefit obligation and fair value of plan assets were $400.9 million, $380.0 million and $459.0 million, respectively, as of December 31, 2004.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the non-qualified pension plan which has accumulated benefit obligations in excess of plan assets, were $45.0 million, $38.6 million and none, respectively, as of December 31, 2003. For the qualified pension plan, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets were $355.1 million, $339.7 million and $428.6 million, respectively, as of December 31, 2003.

In accounting for pension and other benefit obligations and costs under the plans, the following weighted average actuarial assumptions were used:

	PENSION BENEFITS			OTHER BENEFITS
BENEFIT OBLIGATION ASSUMPTIONS	2004	2003	2002	2004	2003	2002
Discount rate	5.60%	6.25%	6.75%	5.60%	6.25%	6.75%
Rate of compensation increase	4.50%	4.50%	4.50%	--	--	--
Medical trend rate	--	--	--	12.00%	9.00%	10.00%
	PENSION BENEFITS			OTHER BENEFITS
BENEFIT COST ASUMPTIONS	2004	2003	2002	2004	2003	2002
Discount rate	6.25%	6.75%	7.25%	6.25%	6.75%	7.25%
Return on plan assets	8.25%	8.25%	9.25%	5-8.25%	6-7.00%	6-8.25%
Rate of compensation increase	4.50%	4.50%	4.50%	--	--	--
Medical trend rate	--	--	--	9.00%	10.00%	6.50%

The Company has used the expected return on plan assets based on an analysis of rates of return over the past 50 years relevant to the Company’s investment mix, market conditions, inflation and other factors. The expected rate of return is reviewed annually based on these factors and adjusted accordingly.

	PENSION BENEFITS									OTHER BENEFITS
(DOLLARS IN THOUSANDS)	2004			2003			2002			2004			2003			2002
Components of net periodic benefit cost:
Service cost	$	10,343		$	8,284		$	8,474		$	189		$	175		$	168
Interest cost		24,082			24,406			25,858			1,670			1,828			1,930
Expected return on plan assets		(39,106	)		(38,880	)		(43,032	)		(858	)		(934	)		(906	)
Amortization of prior service cost		3,189			3,220			2,990			309			309			90
Recognized net actuarial gain		1,128			(2,688	)		(5,120	)		(239	)		(341	)		(229	)
Amortization of transition (asset) obligation		(1,104	)		(1,104	)		(1,136	)		418			418			470
Plan curtailment		--			--			(1,353	)		--			--			1,691
Special recognition of prior service costs		--			190			1,683			--			--			--
Net pension benefit cost (income)	$	(1,468	)	$	(6,572	)	$	(11,636	)	$	1,489		$	1,455		$	3,214

The aggregate expected contributions by the Company to fund the pension and other benefit plans for the year ended December 31, 2005 are $2.0 million and $1.4 million, respectively. The full amount of the pension funding for 2005 is for the Company’s non-qualified supplemental retirement plan.

The fair value of the plan assets of the pension benefits and other benefits are invested as follows at December 31:

	2004		2003
	PENSION BENEFITS	OTHER BENEFITS	PENSION BENEFITS	OTHER BENEFITS
Short-term investments and cash	2.4%	100.0%	3.0%	100.0%
Equity securities	67.8%	--	63.8%	--
Fixed income securities	18.2%	--	22.9%	--
Mutual funds (equity and fixed income)	11.6%	--	10.3%	--

The expected total benefits to be paid under both plans for the next five years and the aggregate total to be paid for the five years thereafter is as follows:

(Dollars in Thousands)	2005	2006	2007	2008	2009	2010-2014
Total benefits	$29,768	$30,202	$31,256	$32,904	$33,253	$180,516

The assumed medical inflation rate used to determine benefit obligations is 12.0% in 2005 grading to 6.0% in 2011. A 1% change in the assumed medical inflation rate would have the following effects:

	2004					2003
(DOLLARS IN THOUSANDS)	1% INCREASE		1% DECREASE			1% INCREASE		1% DECREASE
Effect on post-retirement benefit obligation		$    552		$    (477	)		$   589		$    (529	)
Effect on service and interest cost components		31		(28	)		38		(35	)

The Company has a Retirement Committee that establishes investment policies, objectives and strategies for the purpose of obtaining the optimum return for the pension benefit plans, while also keeping with the assumption of prudent risk and the Retirement Committee’s total return objectives. All changes to the investment policies are reviewed and approved by the Retirement Committee prior to being implemented.

The Retirement Committee contracts with investment managers who have historically achieved above-median long-term investment performance within the risk and asset allocation limits that have been established. Interim evaluations are routinely performed with the assistance of an outside investment consultant. To obtain the desired return needed to fund the pension benefit plans, the Retirement Committee has established investment allocation percentages by asset classes as follows:

	ALLOCATION
ASSET CLASS	MINIMUM	TARGET	MAXIMUM
Short-term investments and cash	--	--	5%
Equity securities	40%	70%	95%
Fixed-income securities	20%	30%	40%
Real estate	--	--	10%

NOTE 14. Employee Investment Plans

The Company has qualified Employee Investment Plans under which employee salary deferrals and after-tax contributions are used to purchase several different investment fund options.

Puget Energy’s contributions to the Employee Investment Plans were $7.6 million, $7.1 million and $6.9 million for the years 2004, 2003 and 2002, respectively.

PSE’s contributions to the Employee Investment Plan were $6.3 million, $6.1 million and $6.1 million for the years 2004, 2003 and 2002, respectively. The Employee Investment Plan eligibility requirements are set forth in the plan documents.

NOTE 15. Stock-based Compensation Plans

The Company has various stock compensation plans which, prior to 2003, were accounted for according to APB No. 25, “Accounting for Stock Issued to Employees,” and related interpretations as allowed by SFAS No. 123, “Accounting for Stock-Based Compensation.” In 2003, the Company adopted the fair value based accounting of SFAS No. 123 using the prospective method under the guidance of SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure.” The Company applies SFAS No. 123 accounting to stock compensation awards granted from 2003 on, while grants that were made in years prior to 2003 are accounted for using the intrinsic value method of APB No. 25. Total compensation expense related to the plans was $4.1 million, $6.4 million and $6.3 million in 2004, 2003 and 2002, respectively.

The Company’s shareholder-approved Long-Term Incentive Plan (LTI Plan) encompasses many of the awards granted to employees. Established in 1995 and amended and restated in 1997, the LTI Plan applies to officers and key employees of the Company. Awards granted under this plan include stock awards, performance awards or other stock-based awards as defined by the plan. Any shares awarded are purchased on the open market. The maximum number of shares that may be purchased for the LTI Plan is 1,200,000.

PERFORMANCE SHARE GRANTS

Each year the Company awards performance share grants under the LTI Plan. These are granted to key employees and vest at the end of three years for grants made in 2004 and four years for grants made prior to 2004 with the final number of shares awarded, and total expense recorded, depending on a performance measure. Compensation expense related to performance share grants was $2.5 million, $5.1 million and $5.5 million for 2004, 2003 and 2002, respectively. The fair value of the performance awards granted in 2004, 2003 and 2002 was $19.70, $17.29 and $14.82, respectively. There were a total of 272,307 performance awards granted in 2004 of which 16,046 were also forfeited in 2004. In 2003 and 2002 there were 349,912 and 248,158 awards granted, respectively, of which 79,749 and 40,640, respectively, have been forfeited to date. As of December 31, 2004, there are four active grant cycles for a total of 730,786 share grants outstanding although they may not all be awarded.

STOCK OPTIONS

In 2002, Puget Energy’s Board of Directors granted 40,000 stock options under the LTI Plan and an additional 260,000 options outside of the LTI Plan (for a total of 300,000 non-qualified stock options) to the president and chief executive officer. These options can be exercised at the grant date market price of $22.51 per share and vest yearly over four and five years although vesting is accelerated under certain conditions. The options expire 10 years from the grant date. All 300,000 options remained outstanding at December 31, 2004, with 135,000 options exercisable. At December 31, 2003 and 2002, 67,500 options and 0 options, respectively, were exercisable. The fair value of the options at the grant date was $3.37 per share. Following the intrinsic value method of APB 25, no compensation expense was recorded for these options.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS

In 2004, 2003 and 2002 the Company granted 40,000 shares, 11,000 shares and 30,000 shares, respectively, of restricted stock under the LTI Plan to be purchased on the open market. The 2004 grant vests 8,000 shares in three years, 12,000 shares in four years and the remaining 20,000 shares in five years. Of the 2003 shares issued, 1,000 vested in 2003 with the remaining shares vesting evenly over the following five years. The 2002 shares were fully vested as of December 2003. In 2002, the Company also issued 50,000 shares of restricted stock outside of the LTI Plan as approved by the Puget Energy Board of Directors. These shares were recorded as a separate component of stockholders’ equity and vest evenly over a five-year period. Compensation expense related to the restricted shares was $0.5 million, $0.6 million and $0.5 million in 2004, 2003 and 2002, respectively. Dividends are paid on all outstanding restricted stock and are accounted for as a Puget Energy common stock dividend, not as compensation expense. The weighted average grant date fair value for all outstanding shares of restricted stock granted in 2004, 2003 and 2002 was $23.55, $23.29 and $21.94, respectively.

In 2004, the Company also granted 10,000 restricted stock units outside of the LTI Plan but subject to the terms and conditions of the plan. The units vest 2,000 shares in three years, 3,000 shares in four years and the remaining 5,000 shares in five years. These will be settled in cash as they become vested. Dividends are paid on the outstanding stock units and are accounted for as compensation expense. Compensation expense related to the restricted stock units agreement was $0.1 million in 2004. The weighted average grant date fair value for the restricted stock units was $23.55.

RETIREMENT EQUIVALENT STOCK

The Company has a retirement equivalent stock agreement in which in lieu of participating in the Company’s executive supplemental retirement plan the president and chief executive officer is granted performance-based stock equivalents in January of each year, which are deferred under the Company’s deferred compensation plan. In 2004 and 2003 the Company awarded 6,469 and 4,319 shares, respectively, which vest over a period of seven years from January 1, 2002 at 15% per year for the first six years and the remaining 10% in the seventh year. Dividends are paid on the stock equivalents accumulated in the deferred compensation account in the form of Puget Energy common stock, which is added to the deferred compensation account. Compensation expense related to the retirement equivalent stock agreement was $0.1 million in 2004 as well as in 2003. The weighted average grant date fair value for the retirement equivalent stock was $23.77 and $22.05 for 2004 and 2003 respectively. There were no grants in 2002.

EMPLOYEE STOCK PURCHASE PLAN

The Company has a shareholder-approved Employee Stock Purchase Plan (ESPP) open to all employees. Offerings occur at six-month intervals at the end of which the participating employees receive shares for 85% of the lower of the stock’s fair market price at the beginning or the end of the six-month period. A maximum of 500,000 shares may be sold to employees under the plan. In 2004 and 2003, 52,716 and 38,940 shares were issued for the ESPP, respectively. In 2002, 18,252 shares were issued and 19,407 shares were purchased for the plan. At December 31, 2004, 206,946 shares may still be sold to employees under the plan. Under the SFAS No. 123 accounting that the Company adopted in 2003, ESPP is considered to be compensation expense. Total compensation expense related to the ESPP was $0.2 million in 2004 and $0.2 million in 2003. Dividends are not paid on ESPP shares until they are purchased by employees and thus are accounted for as dividends, not compensation expense. The weighted average fair value of the purchase rights granted in 2004, 2003 and 2002 was $3.74, $4.25 and $4.19, respectively.

INFRASTRUX STOCK OPTION PLAN

The InfrastruX stock option plan, established in 2000, has 3,862,500 shares of InfrastruX stock authorized to be granted to officers, key employees and non employee directors of InfrastruX. The options generally vest within four years and expire 10 years from the grant date. The following summarizes InfrastruX option information for 2004, 2003 and 2002:

	2004					2003					2002
	Shares (in thousands)			Weighted Average Exercise Price		Shares (in thousands)			Weighted Average Exercise Price		Shares (in thousands)			Weighted Average Exercise Price
Outstanding at beginning of year		2,618		$	4.36		2,643		$	4.31		1,995		$	4.05
Granted		10			5.00		176			5.00		725			5.00
Exercised		--			--		--			--		--			--
Canceled		(99	)		4.75		(201	)		4.20		(77	)		4.09
Outstanding at end of year		2,529		$	4.35		2,618		$	4.36		2,643		$	4.31
Options exercisable at year end		2,056		$	4.20		1,837		$	4.12		802		$	4.02
Weighted average fair value of options granted during the year	$2.41					$2.41					$2.23

The following summarizes InfrastruX’s outstanding option information at December 31, 2004:

	Shares Outstanding (in thousands)	Weighted Average Contractual Life (in years)	Weighted Average Exercise Price
Exercise Prices
$4.00	1,641	6.10	$ 4.00
$5.00	888	7.47	5.00
	2,529	6.59	$ 4.35

Stock options awarded under the InfrastruX plan were generally granted at the InfrastruX market price on the date of grant although some options were granted at a discount requiring InfrastruX to record compensation expense. With those options and the prospective adoption of SFAS No. 123 fair value accounting in 2003, InfrastruX recorded compensation expense related to options granted in 2004, 2003 and 2002 of $0.1 million, $0.2 million and $0.1 million, respectively.

NON-EMPLOYEE DIRECTOR STOCK PLAN

The Company has a director stock plan approved in 1997 and effective beginning in 1998, for all non employee directors of Puget Energy and PSE. Under the plan, which has a 10-year term, and which, subject to shareholder approval, will be amended and restated at the May 2005 Annual Meeting, non employee directors receive a minimum of two-thirds of their quarterly retainer fees in Puget Energy stock except that 100% of quarterly retainers are paid in Puget Energy stock until the director holds a number of shares equal in value to two years of their retainer fees. Directors may optionally receive their entire retainer in Puget Energy stock. The compensation expense related to the director stock plan was $0.6 million, $0.4 million and $0.2 million in 2004, 2003 and 2002, respectively. The Company issues new shares or purchases stock for this plan on the open market up to a maximum of 100,000 shares. As of December 31, 2004, 15,230 shares had been issued or purchased for the director stock plan and 64,838 deferred, for a total of 80,068 shares. As of December 31, 2003 and 2002 the number of shares that had been purchased for the director stock plan was 9,902 and 6,916, respectively, and the number that had been deferred was 48,219 and 36,117, respectively, for a total of 58,121 and 43,033 shares, respectively.

The Company used the Black-Scholes option pricing model to determine the fair value of certain stock-based awards to employees. The following assumptions were used for awards granted in 2004, 2003 and 2002:

	2004			2003			2002
Stock options
Risk-free interest rate		--			--			4.32	%
Expected lives - years		--			--			4.50
Expected stock volatility		--			--			23.62	%
Dividend yield		--			--			5.00	%
InfrastruX stock option plan
Risk-free interest rate		2.8	%		2.8	%		4.05	%
Expected lives - years		4.0			4.0			4.0
Expected stock volatility		70.0	%		70.0	%		70.0	%
Performance awards
Risk-free interest rate		2.59	%		2.35	%		4.0	%
Expected lives - years		3.0			4.0			4.0
Expected stock volatility		22.24	%		23.85	%		23.71	%
Dividend yield		4.45	%		4.86	%		8.85	%
Employee Stock Purchase Plan
Risk-free interest rate		1.28	%		1.07	%		1.65	%
Expected lives - years		0.5			0.5			0.5
Expected stock volatility		9.89	%		19.47	%		26.97	%
Dividend yield		4.42	%		4.39	%		5.81	%

NOTE 16. Accounting for Derivative Instruments and Hedging Activities

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138 and SFAS No. 149, requires that all contracts considered to be derivative instruments be recorded on the balance sheet at their fair value. The Company enters into both physical and financial contracts to manage its energy resource portfolio and interest rate exposure including forward physical and financial contracts, option contracts and swaps. The majority of these contracts qualify for the normal purchase normal sale exception. Those contracts that do not meet normal purchase normal sale exception or cash flow hedge criteria are marked-to-market to current earnings in the income statement, subject to deferral under SFAS No. 71 “Accounting for the Effects of Certain Types of Regulation,” (SFAS No. 71) for energy related derivatives due to the Power Cost Adjustment (PCA) mechanism.

The nature of serving regulated electric customers with its wholesale portfolio of owned and contracted resources exposes the Company and its customers to some volumetric and commodity price risks within the sharing mechanism of the PCA. The Company’s energy risk management function monitors and manages these risks using analytical models and tools.

The Company is not engaged in the business of assuming risk for the purpose of speculative trading revenues. Therefore, wholesale market transactions are focused on balancing the Company’s energy portfolio, reducing costs and risks where feasible, and reducing volatility in wholesale costs and margin in the portfolio. In order to manage risks effectively, the Company enters into physical and financial transactions, which are appropriate for the service territory of the Company and are relevant to its regulated electric and gas portfolios.

The Company’s energy risk management staff develops hedging strategies for the Company’s energy supply portfolio. The first priority is to obtain reliable supply for delivery to the Company’s retail customers. The second priority is to protect against unwanted risk exposure. The third priority is to optimize excess capacity or flexibility within the energy portfolio.

The Company has entered into master netting agreements with counterparties when available to mitigate credit exposure to those counterparties. The Company believes that entering into such agreements reduces risk of settlement default for the ability to make only one net payment. In addition, the Company believes risk is mitigated with an improved position in potential counterparty bankruptcy situations due to a consistent netting approach.

At December 31, 2004, the Company was subject to a range of netting provisions, including both stand alone agreements and the provisions associated with the Western Systems Power Pool agreement of which many energy suppliers in the western United States are a part.

For the year ended December 31, 2004, the Company recorded an increase in earnings of approximately $0.5 million compared to a decrease of $0.1 million for 2003. Of the 2004 gain, $0.7 million unrealized gain represented cash flow hedges that were de-designated and reclassified from other comprehensive income into earnings. As of December 31, 2004, the Company had an unrealized loss recorded in other comprehensive income of $6.5 million after-tax related to contracts which meet the criteria for designation as cash flow hedges under SFAS No. 133. In 2004, a portion of the total unrealized gain of cash flow hedge transactions in other comprehensive income and marked-to-market gain in the income statement were deferred under SFAS No. 71 due to the Company expecting to reach the $40 million cap under the PCA mechanism in the first quarter 2005. When these transactions are realized they will be reflected in the PCA mechanism calculation. As of December 31, 2003, the Company had an unrealized gain recorded in other comprehensive income of $0.2 million (net of tax) related to energy contracts which meet the criteria for designation as cash flow hedges under SFAS No. 133. The amount of cash flow hedges associated with these energy contracts that will reverse and be settled into the income statement during 2005 is approximately $0.7 million.

PSE has a contract with a counterparty whose debt ratings have been below investment grade since 2002. The contract, a physical gas supply contract for one of PSE’s electric generating facilities, was marked-to-market beginning in the fourth quarter 2003. Although the counterparty continues to fully perform on the physical supply contract, the counterparty’s credit ratings have remained weak. Prior to October 1, 2003, the contract was designated as a normal purchase under SFAS No. 133. PSE has concluded that it is appropriate to reserve the mark-to-market gain on this contract due to the credit quality of the counterparty in accordance with SFAS No. 133 guidance, as management deemed that delivery is not probable through the term of the contract, which expires December 2008. There was no impact on earnings for the 12 months ended December 31, 2004 and 2003.

In the first quarter 2004, the counterparty of another physical gas supply contract for one of PSE’s electric generating facilities notified PSE that it would be unable to deliver physical gas supply beginning in November 2005 through the end of the contract in June 2008. Since physical delivery for the life of the contract was no longer probable, the contract no longer met the criteria for normal purchase exception under SFAS No. 133. Therefore, the contract was marked-to-market in the first quarter 2004, with an offsetting reserve for the portion of the mark-to-market gain applicable to the impaired period of November 2005 through June 2008. In October 2004, PSE and the counterparty reached a settlement on the non-deliverable period of November 2005 through June 2008. The agreement allows PSE to recover a portion of the present value of the difference in future market prices of physical gas and the original contract price, for a total recovery of approximately $10.1 million. In the fourth quarter 2004, an accounting order was approved by the Washington Commission to defer the counterparty settlement amount as a regulatory liability and amortize the benefit over the period of November 2005 through June 2008 as a reduction in Electric Generation Fuel expense. The amended contract meets the criteria for normal purchase exception under SFAS No. 133 since delivery for the life of the contract is probable. In October 2004, PSE entered into a new contract with another counterparty for the period November 2005 through June 2008 to replace the physical gas supply from the previously mentioned amended contract. This new contract meets the normal purchase exception under SFAS No. 133.

The Company entered into treasury lock transactions to hedge against the potential rising treasury rate component of the interest rate on planned debt issuances. The purpose of the treasury lock is to lock in the base component of the interest rate on the planned issuance at current period favorable levels.

In the third quarter 2004, the Company entered into two treasury lock contracts to hedge against potential rising interest rate exposure for a debt offering anticipated to be performed in the first half of 2005. A treasury lock is a financial arrangement between the Company and a counterparty whereby one of the parties will be required to make a payment to the other party on a specific valuation date based upon the change in value of a 30 year treasury bond. If interest rates rise related to the hedged debt from the date of issuance of the treasury lock instruments, the Company would receive a payment from the counterparty for the change in the bond value. Alternatively, if interest rates decrease related to the hedged debt from the date of issuance of the treasury lock instruments, the Company would pay the counterparty for the change in bond value. These treasury lock contracts were designated under SFAS No. 133 criteria as cash flow hedges, with all changes in market value for each reporting period being presented net of tax in other comprehensive income. When these treasury lock contracts are settled upon issuance of debt, any gain or loss will be amortized from other comprehensive income to interest expense over the 30 year life of the issued debt. At December 31, 2004, the unrealized loss associated with these two treasury lock contracts was $11.3 million ($7.4 million net of tax) and is included in other comprehensive income. Both treasury rate lock hedges will settle in 2005.

NOTE 17. Acquisitions (Puget Energy Only)

During 2002, InfrastruX acquired 100% of three companies based in Texas for a total price of $49.7 million, and during the second quarter 2003 acquired 100% of one additional company based in New Mexico for $11.8 million. InfrastruX made no acquisitions in 2004. All purchases were funded in the form of cash and preferred or common stock.

These companies provide utility infrastructure services which are relevant to InfrastruX’s operating strategy including: installing, replacing and restoring underground cables and pipes for utilities and telecommunications providers; pipeline construction, maintenance and rehabilitation services for the natural gas and petroleum industries, including directional drilling and vacuum excavation; and distribution and transmission-oriented overhead electric construction services to electric utilities and cooperatives.

The acquisitions have been accounted for using the purchase method of accounting and, accordingly, the operating results of these companies have been included in Puget Energy’s consolidated financial statements since their acquisition dates. Goodwill additions representing the excess of cost over the net tangible and identifiable intangible assets at the time of purchase were approximately $7.7 million in 2003 and $23.5 million in 2002. Of the additions to goodwill in 2003 and 2002, no amounts were deductible for calculating income tax expense.

The pro forma combined revenue, net income and earnings per common share of Puget Energy presented below give effect to the acquisitions as if they had occurred on January 1, 2002. These results are not necessarily indicative of the results of operations that would have occurred had the acquisitions of these companies been consummated for the period for which they are being given effect. There were no acquisitions in 2004.

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) FOR THE YEARS ENDED DECEMBER 31	2003		2002
Operating revenues	$	2,396,802	$	2,391,981
Net income		116,636		112,813
Basic earnings per common share	$	1.23	$	1.28
Diluted earnings per common share	$	1.22	$	1.27

NOTE 18. Goodwill and Intangibles (Puget Energy Only)

Effective January 1, 2002, Puget Energy adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” which required all goodwill amortization to cease on January 1, 2002. Puget Energy allocates goodwill to reporting units based on the excess purchase price over tangible and identifiable intangible assets. SFAS No. 142 also requires Puget Energy to perform an annual impairment review of goodwill. In addition to the annual review, Puget Energy is required to perform an impairment review at the time an event or circumstance arises that would indicate the fair value would be below its carrying value. In the fourth quarter 2004, as part of its annual goodwill review, Puget Energy recorded a non-cash goodwill impairment of $91.2 million ($76.6 million after tax and after minority interest) to operating expenses related to its investment in InfrastruX. The valuation of the goodwill was based on the present value of the future cash flows of estimated earnings of InfrastruX which reflect prospective market price information from prospective buyers. In 2004, Puget Energy began evaluating its strategic options for its InfrastruX investment and on February 8, 2005 Puget Energy decided to exit this utility construction services business.

Identifiable assets acquired as a result of acquisitions of companies are amortized based on the expected pattern of use or on a straight-line basis over the expected periods to be benefited, which ranges from 5 to 20 years. In 2004, a patent was completed and added to intangibles for $0.1 million with an amortization period of 16 years. In 2003, a total of $2.1 million was added to intangible assets - assigned $0.1 million to patents with an amortization period of 17 years, $1.7 million to contractual customer relationships with an amortization period of 10 years and $0.3 million to covenant not to compete with an amortization period of five years. The total weighted average amortization period for the 2003 additions is 9.6 years.

AT DECEMBER 31, 2004 (DOLLARS IN THOUSANDS)	Gross Intangibles		Accumulated Amortization		Net Intangibles
Covenant not to compete	$	4,178	$	2,748	$	1,430
Developed technology		14,190		3,163		11,027
Contractual customer relationships		4,702		1,374		3,328
Patents		986		91		895
Total	$	24,056	$	7,376	$	16,680

AT DECEMBER 31, 2003 (DOLLARS IN THOUSANDS)	Gross Intangibles		Accumulated Amortization		Net Intangibles
Covenant not to compete	$	4,178	$	2,009	$	2,169
Developed technology		14,190		2,454		11,736
Contractual customer relationships		4,702		747		3,955
Patents		915		68		847
Total	$	23,985	$	5,278	$	18,707

The identifiable intangible amortization expense for the year ended December 31, 2004 was $2.1 million compared to $2.1 million and $1.9 million for 2003 and 2002, respectively. The identifiable intangible assets amortization for future periods based on the current acquisitions will be:

(Dollars in Thousands)	2005	2006	2007	2008	2009
Future intangible amortization	$ 2,207	$1,732	$1,385	$1,301	$1,276

NOTE 19. Tenaska Disallowance

The Washington Commission issued an order on May 13, 2004 determining that PSE did not prudently manage gas costs for the Tenaska electric generating plant and ordered PSE to adjust its PCA deferral account to reflect a disallowance of $25.6 million for the PCA 1 period (July 1, 2002 through June 30, 2003), which was recorded by PSE as a Purchased Electricity expense in the second quarter 2004. The order also established guidelines for future recovery of Tenaska costs. The amounts were determined to be a $25.6 million disallowance for the PCA 1 period and an estimated disallowance of $11.3 million for the PCA 3 period (July 1, 2004 to June 30, 2005), based upon applying the Washington Commission’s methodology of 50% disallowance on the return on the Tenaska regulatory asset due to projected costs exceeding the benchmark during the period. For the PCA 3 period, approximately $5.6 million was disallowed in the period July 1, 2004 through December 31, 2004, primarily as a reduction to Electric Operating Revenue. While the Washington Commission did not expressly address the disallowance for the PCA 2 period (July 1, 2003 through June 30, 2004), PSE estimated the disallowance for the PCA 2 period to be approximately $12.2 million if the Washington Commission were to follow the same methodology as they have ordered for the PCA 3 period. Therefore, PSE recorded a $12.2 million disallowance to Purchased Electricity expense in the second quarter 2004 for the 50% disallowance of the return on the Tenaska regulatory asset in accordance with the Washington Commission’s methodology discussed in their order of May 13, 2004 for a cumulative impact on earnings of $43.4 million in 2004 for the PCA 1, PCA 2 and PCA 3 periods. As a result of the disallowance recorded, the PCA customer deferral was expensed and a reserve was established for amounts not previously deferred under the PCA mechanism. The reserve balance as of December 31, 2004 was $3.2 million, which is expected to be utilized in 2005 as excess power costs are shared through the PCA mechanism.

PSE filed the PCA 2 period compliance filing in August 2004 and received an order from the Washington Commission on February 23, 2005. In the PCA 2 compliance order, the Washington Commission approved the Washington Commission staff’s recommendation for an additional return related to the Tenaska regulatory asset in the amount of $6.1 million related to the period July 1, 2003 through December 31, 2003. Washington Commission staff’s recommendation was opposed by certain other parties. This amount alters the PCA deferral and is subject to reconsideration and appeal by other parties. Parties have 10 days from February 23, 2005 to file for reconsideration and 30 days to appeal the order. Once the statutory appeal process has concluded and the Washington Commission issues its final order, PSE will determine if recording a regulatory asset is appropriate.

In the May 13, 2004 order, the Washington Commission established guidelines and a benchmark to determine PSE’s recovery on the Tenaska regulatory asset starting with the PCA 3 period (July 1, 2004) through the expiration of the Tenaska contract in the year 2011. The benchmark is defined as the original cost of the Tenaska contract adjusted to reflect the 1.2% disallowance from a 1994 Prudence Order.

Below is a summary of the Tenaska disallowances by quarter through December 31, 2004:

(DOLLARS IN MILLIONS) QUARTER ENDING		7/02 - 6/03 PCA 1 (ordered/final	)		7/03 - 6/04 PCA 2 (estimated	)		7/04 - 12/04 PCA 3 (estimated	)		Total
June 30, 2004	$	25.6		$	12.2		$	--		$	37.8
September 30, 2004		--			--			2.8			2.8
December 31, 2004		--			--			2.8			2.8
Total	$	25.6		$	12.2		$	5.6		$	43.4

The Washington Commission guidelines for determining future recovery of the Tenaska costs (gas costs, recovery of the Tenaska regulatory asset and return on the Tenaska regulatory asset) are as follows:

1.   The Washington Commission will determine if PSE’s gas purchasing plan and gas purchases for Tenaska are prudent through the PCA compliance filings.

2.   If PSE’s gas purchasing plan and gas purchases for Tenaska are prudent, and if PSE’s actual Tenaska costs fall at or below the benchmark, it will recover fully its Tenaska costs.

3.   If PSE’s gas purchasing plan and gas purchases for Tenaska are prudent, but its actual Tenaska costs exceed the benchmark, PSE will only recover 50% of the lesser of:

a)   actual Tenaska costs that exceed the benchmark or;

b)   the return on the Tenaska regulatory asset.

4.   If PSE’s gas purchasing plan or gas purchases are found to be imprudent in a future proceeding, PSE risks disallowance of any and all Tenaska costs.

The Washington Commission confirmed that if the Tenaska gas costs are deemed prudent, PSE will recover the full amount of actual gas costs and the recovery of the Tenaska regulatory asset even if the benchmark is exceeded.

NOTE 20. Colstrip Matters

In September 2004, the owners of Colstrip Units 1 & 2 (PSE and PPL Montana) entered into a tentative settlement agreement with certain homeowners in the Colstrip town site area concerning a lawsuit filed in May 2003. In December 2004, the plaintiffs retained new counsel and postponed further settlement discussions until more discovery is completed. The lawsuit alleged certain domestic water wells may have been contaminated by seepage from a Colstrip Units 1 & 2 effluent holding pond. The tentative settlement agreement would require extending municipal water to the homeowners and abandoning the existing wells. The total estimated cost of the settlement ranges from $1.4 million to $1.5 million. As a result of this tentative settlement agreement, PSE recorded a $0.7 million reserve in the third quarter 2004 for its 50% ownership of the Colstrip Units 1 & 2 project. The settlement agreement would not resolve certain other claims by residents within the city limits. PSE cannot predict the outcome or any potential financial impact of the claims by the residents within the city limits at this time.

In June 2004, PSE and Western Energy Company (WECO), the supplier of coal to Colstrip Units 1 & 2, entered into a binding arbitration and settled a dispute concerning prices paid for coal supplied. The binding decision retroactively set a new baseline cost per ton of coal purchased by PSE for Colstrip Units 1 & 2 supplied from July 31, 2001, and is applicable for the remaining term of the coal supply agreement through December 2009. The decision resulted in a $6.9 million charge that was recorded in the second quarter 2004. Of the $6.9 million charge, $5.0 million was included in the PCA mechanism. PSE had previously accrued a $1.6 million reserve in the fourth quarter 2003 related to the arbitration.

On April 29, 2004, the Minerals Management Service of the United States Department of the Interior (MMS) issued an order to WECO to pay additional royalties concerning coal purchased by PSE for Colstrip Units 3 & 4. The order seeks payment of an additional $1.1 million in royalties for coal mined from federal land between 1997 and June 30, 2000. During that period, PSE’s coal price was reduced by a settlement agreement entered into in February 1997 among PSE, WECO and Montana Power Company that resolved disputes that were then pending. The order seeks to impute the price charged to PSE based on the other Colstrip Units 3 & 4 owners’ contractual amounts. PSE is supporting WECO’s appeal of the order, but is also evaluating the basis of the claim. PSE accrued a loss reserve in the amount of $1.1 million in connection with this matter in the second quarter 2004.

In addition, the MMS issued two orders to WECO in 2002 and 2003 to pay additional royalties concerning coal sold to Colstrip Units 3 & 4 owners. The orders assert that additional royalties are owed as a result of WECO not paying royalties in connection with revenue received by WECO from the Colstrip Units 3 & 4 owners under a coal transportation agreement during the period October 1, 1991 through December 31, 2001. PSE’s share of the alleged additional royalties is $1.8 million, which is equivalent to PSE’s 25% ownership interest in Colstrip Units 3 & 4. Other parties may attempt to assert claims against WECO if the MMS position prevails. The transportation agreement provides for the construction and operation of a conveyor system that runs several miles from the mine to Colstrip Units 3 & 4. WECO has appealed these orders and PSE is monitoring the process. PSE believes that Colstrip Units 3 & 4 owners have reasonable defenses in this matter based upon its review. Neither the outcome of this matter nor the associated costs can be predicted at this time.

On December 5, 2003, Colstrip Units 1 & 2 and 3 & 4 received an information request from the Environmental Protection Agency (EPA) relating to their compliance with the Clean Air Act New Source Review regulations. PSE is currently in discussions with the EPA concerning the information request. Neither the outcome of this matter nor any potential associated costs can be predicted at this time.

NOTE 21. Taxes Other Than Income Taxes

PUGET ENERGY (DOLLARS IN THOUSANDS)	2004		2003		2002
Taxes other than income taxes:
Real estate and personal property	$	45,121	$	45,660	$	48,890
State business		82,408		75,523		77,527
Municipal and occupational		72,405		64,861		67,770
Other		39,479		38,273		37,029
Total taxes other than income taxes	$	239,413	$	224,317	$	231,216
Charged to:
Operating expense	$	221,980	$	208,395	$	215,429
Other accounts, including construction work in progress		17,433		15,922		15,787
Total taxes other than income taxes	$	239,413	$	224,317	$	231,216

PUGET SOUND ENERGY (DOLLARS IN THOUSANDS)	2004		2003		2002
Taxes other than income taxes:
Real estate and personal property	$	43,843	$	44,757	$	48,408
State business		82,408		75,524		77,527
Municipal and occupational		72,405		64,861		67,770
Other		27,766		25,638		24,463
Total taxes other than income taxes	$	226,422	$	210,780	$	218,168
Charged to:
Operating expense	$	208,989	$	194,857	$	202,381
Other accounts, including construction work in progress		17,433		15,923		15,787
Total taxes other than income taxes	$	226,422	$	210,780	$	218,168

NOTE 22. Other

On September 24, 2004, the Washington Commission approved PSE’s request for a Purchased Gas Adjustment (PGA) mechanism rate increase filed on August 31, 2004. The approved request will increase rates and revenues by approximately 17.6% or $121.7 million annually. The increase in PGA mechanism rates was to recover higher market prices of natural gas sold to customers. The PGA mechanism passes through to customers increases or decreases in the gas supply portion of the natural gas service rates based upon changes in gas prices. PSE’s gas margin and net income are not affected by the change in PGA mechanism rates.

In 2003, the Washington Commission’s Pipeline Safety staff conducted a natural gas standard inspection for three counties within Washington State in which PSE operates gas pipelines. The inspection included a review of procedures, records and operations and maintenance activities. On June 29, 2004, the Washington Commission issued a complaint to PSE related to that inspection, alleging certain violations of Washington Commission regulations. In December 2004, PSE and the Washington Commission resolved the issues. PSE agreed to a penalty of $0.5 million, and also agreed to update certain natural gas operating practices. In addition, the resolution included the potential for future penalties of up to $0.2 million in the next ten years if certain operational goals are not met. The Washington Commission approved the settlement on January 31, 2005.

In September 2004, a natural gas fire destroyed a home and took the life of a PSE customer. The cause of the fire remains under investigation by PSE, the Washington Commission and other parties. PSE has tendered the matter to its general liability insurer. Neither the potential regulatory nor litigation outcomes of this matter nor the final associated costs can be predicted at this time.

On February 18, 2005, the Washington Commission approved a 3.5% general tariff gas rate case increase and a 4% general tariff electric rate case increase. The increases were $26.3 million annually for gas customers and $56.6 million for electric customers effective March 4, 2005. In the order, the Washington Commission also approved a capital structure of 43% common equity with a return on common equity of 10.3%.

On April 23, 2004, the acquisition of a 49.85% interest in the Frederickson 1 generating facility was approved by FERC. Prior to that approval, on April 7, 2004, the Washington Commission had issued an order in PSE’s power cost only rate case granting approval for the acquisition of the Frederickson 1 generating facility. As a result of these approvals, PSE completed the acquisition in the second quarter 2004 and added $80.8 million in utility plant. In its order, the Washington Commission found the acquisition to be prudent and the costs associated with the generating facility reasonable. The costs associated with the generating facility, including projected baseline gas costs, are approved for recovery in rates. On May 13, 2004, the Washington Commission also approved other adjustments to power costs that resulted in an increase of cost recovery in rates of $44.1 million annually, beginning May 24, 2004, which includes the ownership, operation and fuel costs of the Frederickson 1 generating facility.

In December 2003, PSE notified FERC that it rejected the 1997 license for the White River project because the 1997 license contained terms and conditions that rendered ongoing operations of the project uneconomical relative to alternative resources. As a result, generation of electricity ceased at the White River project on January 15, 2004. At December 31, 2004, the White River project net book value totaled $65.1 million, which included $46.4 million of net utility plant, $14.8 million of capitalized FERC licensing costs, $3.1 million of costs related to construction work in progress and $0.8 million related to dam operation and safety. PSE is sought recovery of the relicensing, other construction work in progress and dam operations and safety costs totaling $18.7 million in its general rate filing of April 2004, over a 10-year amortization period. In the third quarter 2004, the Washington Commission staff recommended that PSE be allowed recovery of the White River net utility plant costs noted above, but defer any amortization of the FERC licensing and other costs until all costs and any sales proceeds are known. In its February 18, 2005 general rate case order, the Washington Commission found this treatment reasonable, and adopted all of the staff recommendations. 

PSE has minority ownership interests in a venture capital fund established as a limited liability corporation that seeks long-term capital appreciation by making capital investments in energy sector related businesses. The Company’s ownership interest in the fund is less than 20% and the managing members of the limited liability corporation have sole discretion over fund operations, management and investment decisions. Under the terms of the limited liability corporation agreement establishing the fund, the fund terminates December 31, 2007. The Company’s carrying value of the investment in the fund totaled $1.9 million at December 31, 2004, which includes a $6.1 million pre-tax loss on the Company’s original cost basis in the fourth quarter 2003. Based on the guidance from EITF No. 03-16, the Company started accounting for its investment in the fund using the equity method accounting. The adoption of the equity method had no cumulative effect on earnings for the year ended December 31, 2004 as PSE had been carrying this investment at fair value, which represents the equity basis, since December 31, 2003. The Company’s future funding obligation to this fund is $0.3 million.

On November 1, 1999, PSE acquired Encogen Northwest, LP (Encogen) whose sole asset is a natural gas-fired cogeneration facility located in Washington State. With the approval of the Washington Commission, the Encogen facility has been operated as part of PSE’s least cost generation dispatch portfolio to serve its native load obligations since it was acquired in 1999. Two wholly-owned subsidiaries of PSE, GP Acquisition Corporation and LP Acquisition Corporation, are the general and limited partners of Encogen, respectively. On December 29, 2004, PSE filed an application with FERC pursuant to Section 203 of the FPA to transfer the Encogen facility to PSE and eliminate the various subsidiaries via an Agreement and Plan of Merger (Merger). On February 15, 2005, FERC issued an order authorizing the Encogen plant to be transferred to PSE. PSE anticipates completing the merger in 2005.

NOTE 23. Commitments and Contingencies

For the year ended December 31, 2004, approximately 23.1% of the Company’s energy output was obtained at an average cost of approximately $0.0146 per kWh through long-term contracts with several of the Washington Public Utility Districts (PUDs) owning hydroelectric projects on the Columbia River.

The purchase of power from the Columbia River projects is on a “cost-of-service” basis under which the Company pays a proportionate share of the annual cost of each project in direct proportion to the amount of power annually purchased by the Company from such project. Such payments are not contingent upon the projects being operable. These projects are financed through substantially level debt service payments, and their annual costs should not vary significantly over the term of the contracts unless additional financing is required to meet the costs of major maintenance, repairs or replacements, or license requirements. The Company’s share of the costs and the output of the projects is subject to reduction due to various withdrawal rights of the PUDs and others over the lives of the contracts.

As of December 31, 2004, the Company was entitled to purchase portions of the power output of the PUDs’ projects as set forth in the following tabulation:

			TOTAL BONDS	COMPANY'S ANNUAL AMOUNT
			OUTSTANDING	PURCHASABLE (APPROXIMATE)
	CONTRACT	LICENSE 1	12/31/04 2	% OF	MEGAWATT		COST 3
PROJECT	EXP. DATE	EXP. DATE	(MILLIONS)	OUTPUT	CAPACITY		(MILLIONS)
Rock Island
Original units	2012	2029	$      115.8	50.0	}	414	$     40.8
Additional units	2012	2029	328.4	75.0
Rocky Reach	2011	2006	383.0	38.9	505		24.7
Wells	2018	2012	143.3	31.3	261		5.2
Priest Rapids 4	2005	2005	179.7	8.0	72		2.4
Wanapum 4	2009	2005	181.6	10.8	98		3.3
Total			$   1,331.8		1,350		$    76.4

_____________________

1   The Company is unable to predict whether the licenses under the Federal Power Act will be renewed to the current licensees. FERC has issued orders for the Rocky Reach, Wells and Priest Rapids/Wanapum projects under Section 22 of the Federal Power Act, which affirm the Company’s contractual rights to receive power under existing terms and conditions even if a new licensee is granted a license prior to expiration of the contract term.

2   The contracts for purchases initially were generally coextensive with the term of the PUD bonds associated with the project. Under the terms of some financings and refinancings, however, long-term bonds were sold to finance certain assets whose estimated useful lives extend beyond the expiration date of the power sales contracts. Of the total outstanding bonds sold for each project, the percentage of principal amount of bonds which mature beyond the contract expiration date are: 53.4% at Rock Island; 60.0% at Rocky Reach; and 6.6% at Wells. There are no maturities beyond the contract expiration date of 2035 for Priest Rapids and Wanapum which assumes a 40-year FERC license extension.

3   The components of 2004 costs associated with the interest portion of debt service are: Rock Island, $22.6 million for all units; Rocky Reach, $9.4 million; Wells, $7.7 million; Priest Rapids, $0.7 million; and Wanapum, $1.0 million.

4   On December 28, 2001, PSE signed a contract offer for new contracts for the Priest Rapids and Wanapum Developments. On April 12, 2002, PSE signed amendments to those agreements which are technical clarifications of certain sections of the agreements. Under the terms of these contracts, PSE will continue to obtain capacity and energy for the term of any new FERC license to be obtained by Grant County PUD. Grant County PUD filed an “Application for New License for the Priest Rapids Project” on October 29, 2003. The new contract terms begin in November of 2005 for the Priest Rapids Development and in November of 2009 for the Wanapum Development. Unlike the current contracts, in the new contracts PSE’s share of power from the developments declines over time as Grant County PUD’s load increases. On March 8, 2002, the Yakama Nation filed a complaint with FERC which alleged that Grant County PUD’s new contracts unreasonably restrain trade and violate various sections of the Federal Power Act and Public Law 83-544. On November 21, 2002, FERC dismissed the complaint while agreeing that certain aspects of the complaint had merit. As a result, it has ordered Grant County PUD to remove specific sections of the contract which constrain the parties to the Grant County PUD contracts from competing with Grant County PUD for a new license. A rehearing has been requested.

Early in 2003, the Colville Confederated Tribes (Colville Tribe) presented a claim to Douglas County PUD based upon allegedly unpaid past annual charges for the Wells Hydroelectric project for the use of Colville Tribal lands. The Colville Tribe also claimed that annual charges would also be due for periods into the future. On November 1, 2004, Douglas County PUD entered into a settlement with the Colville Tribe concerning claims that the Colville Tribe had asserted against Douglas County PUD for the use by the Wells project of Tribal lands. PSE approved the settlement and participated in the filing Douglas County PUD made on November 23, 2004 seeking FERC approval. The settlement was approved in a FERC order on February 11, 2005. It is unlikely that any party will seek a rehearing of that FERC order, of which the deadline for doing so is March 13, 2005. When the settlement becomes final, the effects on PSE will be through modestly increased power costs, and a small reduction to the amount of power delivered to PSE due to the allocation to the Colville Tribe. The Tribe’s allocation will be treated as an encroachment to the project, thus reducing the amount of power available for purchase by others.

The Company’s estimated payments for power purchases from the Columbia River are $79.9 million for 2005, $80.1 million for 2006, $83.2 million for 2007, $86.9 million for 2008, $89.7 million in 2009, and in the aggregate, $54.6 million thereafter through 2018.

The Company also has numerous long-term firm purchased power contracts with other utilities in the region. The Company is generally not obligated to make payments under these contracts unless power is delivered. The Company’s estimated payments for firm power purchases from other utilities, excluding the Columbia River projects, are $79.3 million for 2005, $81.5 million for 2006, $82.9 million for 2007, $83.7 million for 2008, $83.5 million in 2009 and in the aggregate, $349.6 million thereafter through 2037. These contracts have varying terms and may include escalation and termination provisions.

As required by the federal Public Utility Regulatory Policies Act (PURPA), PSE entered into long-term firm purchased power contracts with non-utility generators. The Company purchases the net electrical output of four significant projects at fixed and annually escalating prices, which were intended to approximate the Company’s avoided cost of new generation projected at the time these agreements were made. The Company’s estimated payments under these contracts are $210.2 million for 2005, $215.4 million for 2006, $205.3 million for 2007, $205.3 million for 2008, and $207.1 million for 2009, and in the aggregate, $527.4 million thereafter through 2013.

The following table summarizes the Company’s estimated obligations for future power purchases:

(DOLLARS IN MILLIONS)	2005		2006		2007		2008		2009		2010 & THERE- AFTER		TOTAL
Columbia River Projects	$	79.9	$	80.1	$	83.2	$	86.9	$	89.7	$	54.6	$	474.4
Other utilities		79.3		81.5		82.9		83.7		83.5		349.6		760.5
Non-utility generators		210.2		215.4		205.3		205.3		207.1		527.4		1,570.7
Total	$	369.4	$	377.0	$	371.4	$	375.9	$	380.3	$	931.6	$	2,805.6

Total purchased power contracts provided the Company with approximately 9.4 million, 11.0 million and 12.1 million MWh of firm energy at a cost of approximately $404.7 million, $479.2 million and $466.1 million for the years 2004, 2003 and 2002, respectively.

The following table indicates the Company’s percentage ownership and the extent of the Company’s investment in jointly owned generating plants in service at December 31, 2004:

			COMPANY'S SHARE
(DOLLARS IN MILLIONS)	ENERGY SOURCE (FUEL)	COMPANY'S OWNERSHIP SHARE	PLANT IN SERVICE AT COST	ACCUMULATED DEPRECIATION
Colstrip Units 1 & 2	Coal	50%	$ 207	$ 134
Colstrip Units 3 & 4	Coal	25%	469	250

Financing for a participant’s ownership share in the projects is provided for by such participant. The Company’s share of related operating and maintenance expenses is included in corresponding accounts in the Consolidated Statements of Income.

As part of its electric operations and in connection with the 1997 restructuring of the Tenaska Power Purchase Agreement, PSE is obligated to deliver to Tenaska up to 48,000 MMBtu per day of natural gas for operation of Tenaska’s natural gas-fired cogeneration facility. This obligation continues for the remaining term of the agreement, provided that no deliveries are required during the month of May. The price paid by Tenaska for this gas is reflective of the daily price of gas at the United States/Canada border near Sumas, Washington. PSE has entered into a financial arrangement to hedge a portion, 5,000 MMBtu to 10,000 MMBtu per day, of future gas supply costs associated with this obligation. The Company has a maximum financial obligation under this hedge agreement of $18.9 million in 2005 and $2.2 million in 2006.

As part of its electric operations and in connection with the 1999 buyout of the Cabot gas supply contract, PSE is obligated to deliver to Encogen up to 21,800 MMBtu per day of natural gas for operation of the Encogen natural gas-fired cogeneration facility. This obligation continues for the remaining term of the original Cabot agreement. The Company entered into a financial arrangement to hedge a portion of future gas supply costs associated with this obligation, 10,000 MMBtu per day, for the remaining term of the agreement. The Company has a maximum financial obligation under this hedge agreement of $8.7 million in 2005, $9.0 million in 2006, $9.2 million in 2007 and $9.6 million thereafter. Depending on actual market prices, these costs will be partially, or perhaps entirely, offset by floating price payments received under the hedge arrangement. Encogen has two gas supply agreements that comprise 40% of the plant’s requirements with remaining terms ranging from less than 1 year to 3.5 years. The obligations under these contracts are $14.1 million in 2005, $2.2 million in 2006, $2.5 million in 2007 and $1.4 million in the aggregate thereafter.

PSE enters into short-term energy supply contracts to meet its core customer needs. These contracts are generally classified as normal purchases and normal sales or in some cases recorded at fair value in accordance with SFAS No. 133 and SFAS No. 149. Commitments under these contracts are $138.2 million in 2005 and $41.2 thereafter.

GAS SUPPLY

The Company has also entered into various firm supply, transportation and storage service contracts in order to ensure adequate availability of gas supply for its firm customers. Many of these contracts, which have remaining terms from less than 1 year to 19 years, provide that the Company must pay a fixed demand charge each month, regardless of actual usage. The Company contracts all its long term firm gas service, which means the Company has a 100% daily take obligation and the supplier has a 100% daily delivery obligation. The Company incurred demand charges in 2004 for firm gas supply, firm transportation service and firm storage and peaking service of $21.4 million, $63.6 million and $5.7 million, respectively. WNG CAP I incurred demand charges in 2004 for firm transportation service of $8.4 million which is included in the total Company demand charges.

The following table summarizes the Company’s obligations for future demand charges through the primary terms of its existing contracts. The quantified obligations are based on current contract prices and FERC authorized rates, which are subject to change.

DEMAND CHARGE OBLIGATIONS (DOLLARS IN MILLIONS)	2005	2006	2007	2008	2009	2010 & THERE- AFTER	TOTAL
Firm gas supply	$      1.8	$     1.2	$     1.0	$     0.8	$     0.5	$       1.0	$       6.3
Firm transportation service	69.6	68.8	65.0	55.6	110.2	117.2	486.4
Firm storage service	11.5	10.5	7.7	7.7	7.7	40.2	85.3
Total	$    82.9	$   80.5	$   73.7	$   64.1	$ 118.4	$   158.4	$   578.0

SERVICE CONTRACT

On August 30, 2001, PSE and Alliance Data Systems Corp. announced a contract under which Alliance Data will provide data processing and billing services for PSE. In providing services to PSE under the 10-year agreement, Alliance Data will use ConsumerLinX software, PSE’s customer-information software developed by a former subsidiary, ConneXt. Alliance Data acquired the assets of ConneXt, including the exclusive use of the ConsumerLinX software for five years with an option for renewal. Alliance Data will offer ConsumerLinX as part of its integrated, single-source customer relationship management solution for large-scale, regulated utility clients. The obligations under the contract are $22.2 million in 2005, $22.8 million in 2006, $23.4 million in 2007, $24.0 million in 2008, $24.6 million in 2009 and $42.3 million in the aggregate thereafter.

In April 2004, PSE acquired a 49.85% interest in the Frederickson 1 generating facility. As part of that acquisition, PSE became subject to an existing long-term parts and service maintenance contract for the upkeep of the natural gas combined cycle unit. The contract was initiated in December 2000, and runs for the earlier of 96,000 factory fired hours or 18 years. The contract requires payments based on both a fixed and variable cost component, depending on how much the facility is used. PSE’s share of the estimated obligation under the contract based on projected future use of the facility are $1.1 million in 2005, $1.1 million in 2006, $5.1 million in 2007, $1.8 million in 2008, $1.1 million in 2009, and $12.2 million in the aggregate thereafter.

FREDONIA 3 AND 4 OPERATING LEASE

PSE leases two combustion turbines for its Fredonia 3 and 4 electric generating facility pursuant to a master operating lease that was amended for this purpose in April 2001. The lease has a term expiring in 2011, but can be canceled by PSE at any time. Payments under the lease vary with changes in the London Interbank Offered Rate (LIBOR). At December 31, 2004, PSE’s outstanding balance under the lease was $56.3 million. The expected residual value under the lease is the lesser of $37.4 million or 60% of the cost of the equipment. In the event the equipment is sold to a third party upon termination of the lease and the aggregate sales proceeds are less than the unamortized value of the equipment, PSE would be required to pay the lessor contingent rent in an amount equal to the deficiency up to a maximum of 87% of the unamortized value of the equipment.

SURETY BOND

The Company has a self-insurance surety bond in the amount for $5.9 million guaranteeing compliance with the Industrial Insurance Act (workers’ compensation) and nine self-insurer’s pension bonds totaling $1.5 million.

ENVIRONMENTAL

The Company is subject to environmental laws and regulations by federal, state and local authorities and has been required to undertake certain environmental investigative and remedial efforts as a result of these laws and regulations. The Company has also been named by the Environmental Protection Agency, the Washington State Department of Ecology, and/or other third parties as potentially responsible at several contaminated sites and manufactured gas plant sites. PSE has implemented an ongoing program to test, replace and remediate certain underground storage tanks (UST) as required by federal and state laws. The UST replacement component of this effort is finished, but PSE continues its work remediating and/or monitoring these sites. Remediation and testing of Company vehicle service facilities and storage yards is also continuing.

During 1992, the Washington Commission issued orders regarding the treatment of costs incurred by the Company for certain sites under its environmental remediation program. The orders authorize the Company to accumulate and defer prudently incurred cleanup costs paid to third parties for recovery in rates established in future rate proceedings. The Company believes a significant portion of its past and future environmental remediation costs are recoverable from insurance companies, from third parties or under the Washington Commission’s order.

The information presented here as it relates to estimates of future liability is as of December 31, 2004.

ELECTRIC SITES

The Company has expended approximately $20.8 million related to the remediation activities covered by the Washington Commission’s order and has accrued approximately $1.7 million as a liability for future remediation costs for these and other remediation activities. To date, the Company has recovered approximately $20.0 million from insurance carriers.

Based on all known facts and analyses, the Company believes it is not likely that the identified environmental liabilities will result in a material adverse impact on the Company’s financial position, operating results or cash flow.

GAS SITES

The Company has expended approximately $69.6 million related to the remediation activities covered by a Washington Commission order and has accrued approximately $30.6 million for future remediation costs for these and other remediation sites. To date, the Company has recovered approximately $60.7 million from insurance carriers and other third parties. The Company expects to recover legal and remediation activities from either insurance companies or customers per Washington Commission orders.

Based on all known facts and analyses, the Company believes it is not likely that the identified environmental liabilities will result in a material adverse impact on the Company’s financial position, operating results or cash flow.

LITIGATION

There are several actions in the U.S. Ninth Circuit Court of Appeals against Bonneville Power Administration (BPA), in which the petitioners assert or may assert that BPA acted contrary to law or without authority in deciding to enter into, or in entering into or performing, a number of contracts, including the amended settlement agreement regarding the Residential Purchase and Sale Program and the conditional settlement agreements between BPA and PSE which modified the payment provisions of the Residential Purchase and Sale Program. BPA rates used in such amended settlement agreement between BPA and PSE for determining the amounts of money to be paid to PSE as residential exchange benefits during the period October 1, 2001 through September 30, 2006 have been confirmed, approved and allowed to go into effect by FERC. There are also several actions in the U.S. Ninth Circuit Court of Appeals against BPA, in which petitioners assert that BPA acted contrary to law in adopting or implementing the rates or rate adjustment clause upon which the benefits received or to be received from BPA during the October 1, 2001 through September 30, 2006 period are based. It is not clear what impact, if any, review of such rates may have on PSE.

Other contingencies, arising out of the normal course of the Company’s business, exist at December 31, 2004. The ultimate resolution of these issues is not expected to have a material adverse impact on the financial condition, results of operations or liquidity of the Company.

NOTE 24. Segment Information

Puget Energy operates in primarily two business segments: regulated utility operations (PSE), which includes the account receivables securitization program, and construction services (InfrastruX). Puget Energy’s regulated utility operation generates, purchases and sells electricity and purchases, transports and sells natural gas. The service territory of PSE covers approximately 6,000 square miles in the State of Washington. InfrastruX specializes in construction services to other gas and electric utilities primarily in the Midwest, Texas, south-central and eastern United States.

One minor non-utility business segment which includes two PSE subsidiaries, and Puget Energy, is described as other. The PSE subsidiaries are a real estate investment and development company and a holding company for a small non-utility wholesale generator. Reconciling items between segments are not significant.

After completing a strategic review of InfrastruX, Puget Energy has decided to exit the utility construction services sector. Puget Energy’s Board of Directors approved the decision on February 8, 2005. The decision to exit the business is the result of the Company’s need to invest in the core utility business to acquire or construct energy generating resources and energy delivery infrastructure. During 2005, Puget Energy intends to monetize its interest in InfrastruX through sale or third party recapitalization and invest the proceeds in PSE.

2004 (DOLLARS IN THOUSANDS)	REGULATED UTILITY	INFRASTRUX	OTHER	RECONCILING ITEM	PUGET ENERGY TOTAL
Revenues	$ 2,192,340	$ 369,936	$ 6,537	--	$ 2,568,813
Depreciation and amortization	228,310	18,276	256	--	246,842
Goodwill impairment	--	91,196	--	--	91,196
Income tax	75,755	(1,793)	1,002	--	74,964
Operating income (loss)	285,258	(70,928)	2,421	--	216,751
Interest charges, net of AFUDC	166,411	6,460	219	--	173,090
Net income (loss)	123,401	(70,388)	2,009	--	55,022
Goodwill, net	--	43,503	--	--	43,503
Total assets	5,511,631	251,097	70,641	--	5,833,369
Construction expenditures - excluding equity AFUDC	393,891	--	--	--	393,891
Additions to other property, plant and equipment	--	15,512	--	--	15,512

2003 (DOLLARS IN THOUSANDS)	REGULATED UTILITY	INFRASTRUX	OTHER	RECONCILING ITEM 2	PUGET ENERGY TOTAL
Revenues1	$ 2,034,973	$ 341,787	$ 6,043	--	$ 2,382,803
Depreciation and amortization	219,851	16,779	236	--	236,866
Income tax	69,823	1,594	952	--	72,369
Operating income	295,219	7,452	2,504	--	305,175
Interest charges, net of AFUDC	179,437	5,485	123	--	185,045
Net income	119,144	1,766	438	(5,151)	116,197
Goodwill, net	--	133,302	--	--	133,302
Total assets	5,281,474	342,332	75,196	--	5,699,002
Construction expenditures - excluding equity AFUDC	269,973	--	--	--	269,973
Additions to other property, plant and equipment	--	15,536	--	--	15,536

2002 (DOLLARS IN THOUSANDS)	REGULATED UTILITY	INFRASTRUX	OTHER	RECONCILING ITEM 2	PUGET ENERGY TOTAL
Revenues1	$ 1,985,899	$ 319,529	$ 9,753	--	$ 2,315,181
Depreciation and amortization	215,097	13,426	220	--	228,743
Income tax	49,733	6,703	2,824	--	59,260
Operating income	289,511	15,595	4,563	--	309,669
Interest charges, net of AFUDC	190,861	5,516	--	--	196,377
Net income	104,044	9,455	4,384	(7,831)	110,052
Goodwill, net	--	125,555	--	--	125,555
Total assets	5,323,129	319,248	129,756	--	5,772,133
Construction expenditures - excluding equity AFUDC	224,165	--	--	--	224,165
Additions to other property, plant and equipment	--	11,621	--	--	11,621

_____________________

1   Revenues for the Regulated Utility segment were reduced $108.7 million and $77.1 million in 2003 and 2002, respectively as a result of a reclassification from implementing EITF No. 03-11 on January 1, 2004. The reclassification had no effect on financial position or results of operations.

2   Reconciling item is preferred stock dividend accrual at PSE that is treated as an other deduction at Puget Energy.

SUPPLEMENTAL QUARTERLY FINANCIAL DATA 

The following unaudited amounts, in the opinion of the Company, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods. Quarterly amounts vary during the year due to the seasonal nature of the utility business.

        PUGET ENERGY

(Unaudited; dollars in thousands except per share amounts)
2004 QUARTER	FIRST		SECOND1			THIRD		FOURTH2
Operating revenues	$	743,470	$	515,939		$	514,951	$	794,452
Operating income		109,680		35,216			53,825		18,031
Other income		64		1,586			318		2,324
Net income (loss)		66,365		(6,780	)		11,124		(15,687	)
Basic earnings per common share	$	0.67	$	(0.07	)	$	0.11	$	(0.16	)
Diluted earnings per common share	$	0.67	$	(0.07	)	$	0.11	$	(0.16	)

(Unaudited; dollars in thousands except per share amounts)
2003 QUARTER	FIRST		SECOND		THIRD		FOURTH
Operating revenues3	$	640,637	$	524,060	$	490,258	$	727,849
Operating income		91,385		66,407		54,389		92,994
Other income		704		2,247		2,663		(4,050	)
Net income before cumulative effect of accounting change		42,889		20,598		9,885		42,993
Net income		42,720		20,598		9,885		42,993
Basic earnings per common share	$	0.46	$	0.22	$	0.10	$	0.44
Diluted earnings per common share	$	0.45	$	0.22	$	0.10	$	0.44

(Unaudited; dollars in thousands except per share amounts)
2002 QUARTER	FIRST		SECOND		THIRD		FOURTH
Operating revenues3	$	720,997	$	529,803	$	442,577	$	621,804
Operating income		76,571		76,833		57,098		99,168
Other income		384		3,441		230		1,403
Net income		24,466		29,429		6,572		49,585
Basic and diluted earnings per common share	$	0.28	$	0.34	$	0.07	$	0.55

_____________________

1   The second quarter 2004 includes a disallowance of $36.5 million or $23.7 million after-tax related to a Washington Commission order stating PSE did not prudently manage gas costs for the Tenaska generating facility.

2   The fourth quarter 2004 includes a non-cash goodwill impairment charge of $91.2 million or $76.6 million after-tax and minority interest related to goodwill at InfrastruX.

3   Operating revenues in 2003 and 2002 were revised as a result of a reclassification due to Emerging Issues Task Force Issue No. 03-11, “Reporting Realized Gaines and Losses on Derivative Instruments That Are Subject to FASB No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03,” which became effective on January 1, 2004. First, second, third and fourth quarter 2003 revenues were reduced by $35.3 million, $33.8 million, $25.3 million and $14.3 million, respectively. First, second, third and fourth quarter 2002 revenues were reduced by $18.1 million, $11.0 million, $15.9 million and $32.1 million, respectively. The impact of EITF No. 03-11 had no effect on financial position or results of operations.

  Puget Sound Energy

(Unaudited; dollars in thousands)
2004 QUARTER	FIRST		SECOND 1			THIRD		FOURTH
Operating revenues	$	668,714	$	423,123		$	415,026	$	692,012
Operating income		108,845		30,704			50,363		98,330
Other income		68		1,570			356		2,368
Net income (loss)		66,898		(9,540	)		9,647		59,187

(Unaudited; dollars in thousands)
2003 QUARTER	FIRST		SECOND		THIRD		FOURTH
Operating revenues2	$	569,960	$	431,717	$	397,116	$	642,224
Operating income		93,935		62,120		51,046		90,803
Other income		691		2,309		2,620		(4,033	)
Net income before cumulative effect of accounting change		48,270		19,614		9,488		42,683
Net income		48,101		19,614		9,488		42,683

(Unaudited; dollars in thousands)
2002 QUARTER	FIRST		SECOND		THIRD		FOURTH
Operating revenues2	$	660,236	$	453,681	$	350,204	$	531,531
Operating income		74,732		72,724		51,367		95,769
Other income		309		3,455		210		1,241
Net income		25,698		28,839		4,701		49,709

_____________________

1   The second quarter 2004 includes a disallowance of $36.5 million or $23.7 million after-tax related to a Washington Commission order stating PSE did not prudently manage gas costs for the Tenaska generating facility.

2   Operating revenues in 2003 and 2002 were revised as a result of a reclassification due to Emerging Issues Task Force Issue No. 03-11, “Reporting Realized Gaines and Losses on Derivative Instruments That Are Subject to FASB No. 133 and Not ‘Held for Trading Purposes’ as Defined in Issue No. 02-03,” which became effective on January 1, 2004. First, second, third and fourth quarter 2003 revenues were reduced by $35.3 million, $33.8 million, $25.3 million and $14.3 million, respectively. First, second, third and fourth quarter 2002 revenues were reduced by $18.1 million, $11.0 million, $15.9 million and $32.1 million, respectively. The impact of EITF No. 03-11 had no effect on financial position or results of operations.

SCHEDULE II

Valuation and Qualifying Accounts and Reserves

PUGET ENERGY (DOLLARS IN THOUSANDS)	BALANCE AT BEGINNING OF PERIOD		ADDITIONS CHARGED TO COSTS AND EXPENSES		DEDUCTIONS		BALANCE AT END OF PERIOD
YEAR ENDED DECEMBER 31, 2004
Accounts deducted from assets on balance sheet:
Allowance for doubtful accounts receivable	$	4,359	$	7,668	$	7,507	$	4,520
Reserve on wholesale sales		41,488		--		--		41,488
Deferred tax asset valuation allowance		--		17,988		--		17,988
Tenaska disallowance reserve		--		36,490		33,334		3,156

YEAR ENDED DECEMBER 31, 2003
Accounts deducted from assets on balance sheet:
Allowance for doubtful accounts receivable	$	3,863	$	9,387	$	8,891	$	4,359
Reserve on wholesale sales		41,488		--		--		41,488
Industrial accident reserve		2,000		--		2,000		--
Gas transportation contracts reserve		139		--		139		--

YEAR ENDED DECEMBER 31, 2002
Accounts deducted from assets on balance sheet:
Allowance for doubtful accounts receivable	$	5,488	$	11,191	$	12,816	$	3,863
Reserve on wholesale sales		41,488		--		--		41,488
Industrial accident reserve		--		4,000		2,000		2,000
Gas transportation contracts reserve		139		--		--		139

PUGET SOUND ENERGY (DOLLARS IN THOUSANDS)	BALANCE AT BEGINNING OF PERIOD		ADDITIONS CHARGED TO COSTS AND EXPENSES		DEDUCTIONS		BALANCE AT END OF PERIOD
Year Ended December 31, 2004
Accounts deducted from assets on balance sheet:
Allowance for doubtful accounts receivable	$	2,484	$	7,343	$	7,157	$	2,670
Reserve on wholesale sales		41,488		--		--		41,488
Tenaska disallowance reserve		--		36,490		33,334		3,156

YEAR ENDED DECEMBER 31, 2003
Accounts deducted from assets on balance sheet:
Allowance for doubtful accounts receivable	$	1,990	$	9,385	$	8,891	$	2,484
Reserve on wholesale sales		41,488		--		--		41,488
Industrial accident reserve		2,000		--		2,000		--
Gas transportation contracts reserve		139		--		139		--

YEAR ENDED DECEMBER 31, 2002
Accounts deducted from assets on balance sheet:
Allowance for doubtful accounts receivable	$	3,666	$	11,140	$	12,816	$	1,990
Reserve on wholesale sales		41,488		--		--		41,488
Industrial accident reserve		--		4,000		2,000		2,000
Gas transportation contracts reserve		139		--		--		139

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

PUGET ENERGY

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of Puget Energy’s management, including the President and Chief Executive Officer and Senior Vice President Finance and Chief Financial Officer, Puget Energy has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2004, the end of the period covered by this report. Based upon that evaluation, the President and Chief Executive Officer and Senior Vice President Finance and Chief Financial officer of Puget Energy concluded that these disclosure controls and procedures are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in Puget Energy’s internal control over financial reporting during the quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, Puget Energy’s internal control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Puget Energy’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Under the supervision and with the participation of Puget Energy’s President and Chief Executive Officer and Senior Vice President Finance and Chief Financial Officer, Puget Energy’s management assessed the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on the assessment, Puget Energy’s management concluded that its internal control over financial reporting was effective as of December 31, 2004.

Puget Energy’s management assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

PUGET SOUND ENERGY

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of PSE’s management, including the President and Chief Executive Officer and Senior Vice President Finance and Chief Financial Officer, PSE has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2004, the end of the period covered by this report. Based upon that evaluation, the President and Chief Executive Officer and Senior Vice President Finance and Chief Financial officer of PSE concluded that these disclosure controls and procedures are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in PSE’s internal control over financial reporting during the quarter ended December 31, 2004, that have materially affected, or are reasonably likely to materially affect, PSE’s internal control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

PSE’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Under the supervision and with the participation of PSE’s President and Chief Executive Officer and Senior Vice President Finance and Chief Financial Officer, Puget Sound Energy’s management assessed the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on the assessment, PSE’s management concluded that its internal control over financial reporting was effective as of December 31, 2004.

PSE’s management assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

PUGET ENERGY

The information required by this item with respect to Puget Energy is incorporated herein by reference to the material under “Available Information” in Part I of this report and “Proposal 1 - Election of Directors,” “Directors Continuing in Office,” “Other Director Information,” “Board of Directors and Corporate Governance” and “Security Ownership of Directors and Executive Officers--Section 16(a) Beneficial Ownership Reporting Compliance” in Puget Energy’s proxy statement for its 2005 Annual Meeting of Shareholders (Commission file No. 1-16305). Reference is also made to the information regarding Puget Energy’s executive officers set forth in Part I of this report.

PUGET SOUND ENERGY

The information called for by Item 10 with respect to PSE is omitted pursuant to General Instruction I(2)(c) to Form 10-K (omission of information by certain wholly owned subsidiaries).

ITEM 11.  EXECUTIVE COMPENSATION

PUGET ENERGY 

The information required by this item with respect to Puget Energy is incorporated herein by reference to the material under “Director Compensation,” “Executive Compensation” and “Employment Contracts, Termination of Employment and Change-In-Control Arrangements” in Puget Energy’s proxy statement for its 2005 Annual Meeting of Shareholders (Commission File No. 1-16305).

PUGET SOUND ENERGY

The information called for by Item 11 with respect to PSE is omitted pursuant to General Instruction I(2)(c) to Form 10-K (omission of information by certain wholly owned subsidiaries).

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PUGET ENERGY

EQUITY COMPENSATION PLAN INFORMATION

The information required by this item with respect to Puget Energy is incorporated herein by reference to the material under “Equity Compensation Plan Information” in Puget Energy’s proxy statement for its 2005 Annual Meeting of Shareholders (Commission File No. 1-16305).

BENEFICIAL OWNERSHIP 

The information required by this item with respect to Puget Energy is incorporated herein by reference to the material under “Security Ownership of Directors and Executive Officers” in Puget Energy’s proxy statement for its 2005 Annual Meeting of Shareholders (Commission File No. 1-16305).

PUGET SOUND ENERGY

EQUITY COMPENSATION PLAN INFORMATION

The information called for by this item with respect to PSE is omitted pursuant to General Instruction I(2)(e) to Form 10-K (omission of information by wholly owned subsidiaries).

BENEFICIAL OWNERSHIP

As of December 31, 2004, all of the issued and outstanding shares of PSE’s common stock were held beneficially and of record by Puget Energy.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, for the year ended December 31 were as follows:

	2004				2003
(DOLLARS IN THOUSANDS)	PUGET ENERGY		PSE		PUGET ENERGY		PSE
Audit fees1	$	2,084	$	1,695	$	850	$	453
Audit related fees2		82		82		261		147
Tax fees3		59		55		200		168
Total	$	2,225	$	1,832	$	1,311	$	768

_____________________

1   For professional services rendered for the audit of Puget Energy’s and PSE’s annual financial statements, reviews of financial statements included in the Companies’ Forms 10-Q, and consents and reviews of documents filed with the Securities and Exchange Commission. The 2004 fees are estimated and include an aggregate amount of $1,251,000 and $1,156,000 billed to Puget Energy and PSE, respectively through December 31, 2004. The 2003 fees include an aggregate amount of approximately $444,000 and $277,000 billed to Puget Energy and PSE, respectively, through December 31, 2003. In 2004, audit fees included $1,284,000 and $1,120,000 for professional services rendered for the audits of Puget Energy’s and PSE’s assessment of, and the effectiveness of, internal controls over financial reporting (Sarbanes-Oxley 404).

2   Consists of employee benefit plan audits, due diligence reviews and assistance with Sarbanes-Oxley readiness.

3   Consists of tax planning, consulting and tax return reviews.

The Audit Committees of the Company have adopted policies for the pre-approval of all audit and non-audit services provided by the Company’s independent auditor. The policies are designed to ensure that the provision of these services does not impair the auditor’s independence. Under the policies, unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific pre-approval by the Audit Committee. In addition, any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.

The annual audit services engagement terms and fees, as well as any changes in terms, conditions and fees relating to the engagement, are subject to specific pre-approval by the Audit Committees. In addition, on an annual basis, the Audit Committees grant general pre-approval for specific categories of audit, audit-related, tax and other services, within specified fee levels, that may be provided by the independent auditor. With respect to each proposed pre-approved service, the independent auditor is required to provide detailed back-up documentation to the Audit Committees regarding the specific services to be provided. Under the policies, the Audit Committees may delegate pre-approval authority to one or more of their members. The member or members to whom such authority is delegated shall report any responsibilities to pre-approve services performed by the independent auditor to management.

For 2004 all audit and non-audit services were pre-approved.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

a)   Documents filed as part of this report:

1)   Financial Statements. See index on page 66.

2)   Financial Statement Schedules. Financial Statement Schedules of the Company located on page 123, as required for the years ended December 31, 2004, 2003 and 2002, consist of the following:

II.   Valuation of Qualifying Accounts

3)   Exhibits - see index on page 129.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PUGET ENERGY, INC.	PUGET SOUND ENERGY
/s/ Stephen P. Reynolds	/s/ Stephen P. Reynolds
Stephen P. Reynolds	Stephen P. Reynolds
President and Chief Executive Officer	President and Chief Executive Officer
Date: March 1, 2005	Date: March 1, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
	(Puget Energy and PSE unless otherwise noted)
/s/ Douglas P. Beighle	Chairman of the Board	March 1, 2005
(Douglas P. Beighle)
/s/ Stephen P. Reynolds	President, Chief Executive Officer and
(Stephen P. Reynolds)	Director
/s/ Bertrand A. Valdman	Senior Vice President Finance and
(Bertrand A. Valdman)	Chief Financial Officer
/s/ James W. Eldredge	Corporate Secretary and Chief
(James W. Eldredge)	Accounting Officer
/s/ William S. Ayer	Director
(William S. Ayer)
/s/ Charles W. Bingham	Director
(Charles W. Bingham)
/s/ Phyllis J. Campbell	Director
(Phyllis J. Campbell)
/s/ Craig W. Cole	Director
(Craig W. Cole)
/s/ Robert L. Dryden	Director
(Robert L. Dryden)
/s/ Stephen E. Frank	Director
(Stephen E. Frank)
/s/ Tomio Moriguchi	Director
(Tomio Moriguchi)
/s/ Dr. Kenneth P. Mortimer	Director
(Dr. Kenneth P. Mortimer)
/s/ Sally G. Narodick	Director
(Sally G. Narodick)

EXHIBIT INDEX

Certain of the following exhibits are filed herewith. Certain other of the following exhibits have heretofore been filed with the Securities and Exchange Commission and are incorporated herein by reference.

	3(i).1	Restated Articles of Incorporation of Puget Energy (Incorporated by reference to Exhibit 99.2, Puget Energy’s Current Report on Form 8-K filed January 2, 2001, Commission File No. 333-77491).
	3(i).2	Restated Articles of Incorporation of PSE (included as Annex F to the Joint Proxy Statement/Prospectus filed February 1, 1996, Registration No. 333-617).
	3(ii).1	Amended and Restated Bylaws of Puget Energy dated March 7, 2003 (Exhibit 3(ii).1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-16305 and 1-4393).
	3(ii).2	Amended and Restated Bylaws of PSE dated March 7, 2003 (Exhibit 3(ii).2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-16305 and 1-4393).
	4.1	Fortieth through Seventy-ninth Supplemental Indentures defining the rights of the holders of PSE’s First Mortgage Bonds (Exhibit 2-d to Registration No. 2-60200; Exhibit 4-c to Registration No. 2-13347; Exhibits 2-e through and including 2-k to Registration No. 2-60200; Exhibit 4-h to Registration No. 2-17465; Exhibits 2-l, 2-m and 2-n to Registration No. 2-60200; Exhibits 2-m to Registration No. 2-37645; Exhibit 2-o through and including 2-s to Registration No. 2-60200; Exhibit 5-b to Registration No. 2-62883; Exhibit 2-h to Registration No. 2-65831; Exhibit (4)-j-1 to Registration No. 2-72061; Exhibit (4)-a to Registration No. 2-91516; Exhibit (4)-b to Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Commission File No. 1-4393; Exhibits (4)-b and (4)-c to Registration No. 33-45916; Exhibit (4)-c to Registration No. 33-50788; Exhibit (4)-a to Registration No. 33-53056; Exhibit 4.3 to Registration No. 33-63278; Exhibit 4.25 to Registration No. 333-41181; Exhibit 4.27 to Current Report on Form 8-K dated March 5, 1999; Exhibit 4.2 to Current Report on form 8-K dated November 2, 2000; and Exhibit 4.2 to Current Report on Form 8-K dated June 3, 2003).
	4.2	Indenture defining the rights of the holders of PSE’s senior notes (incorporated herein by reference to Exhibit 4-a to PSE’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, Commission File No. 1-4393).
	4.3	First Supplemental Indenture defining the rights of the holders of PSE’s senior notes, Series A (incorporated herein by reference to Exhibit 4-b to PSE’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, Commission File No. 1-4393).
	4.4	Second Supplemental Indenture defining the rights of the holders of PSE’s senior notes, Series B (incorporated herein by reference to Exhibit 4.6 to PSE’s Current Report on Form 8-K, dated March 5, 1999, Commission File No. 1-4393).
	4.5	Third Supplemental Indenture defining the rights of the holders of PSE’s senior notes, Series C (incorporated herein by reference to Exhibit 4.1 to PSE’s Current Report on Form 8-K, dated November 2, 2000, Commission File No. 1-4393).
	4.6	Fourth Supplemental Indenture defining the rights of the holders of PSE’s senior notes (incorporated herein by reference to Exhibit 4.1 to PSE’s Current Report on Form 8-K, dated June 3, 2003, Commission File No. 1-4393).
	4.7	Rights Agreement dated as of December 21, 2000 between Puget Energy and Mellon Investor Services LLC, as Rights Agent (incorporated herein by reference to Exhibit 2.1 to PSE’s Registration Statement on Form 8-A, dated January 2, 2001, Commission File No. 1-16305).
	4.8	Indenture between PSE and the First National Bank of Chicago dated June 6, 1997 (incorporated herein by reference to Exhibit 4.1 of PSE’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, Commission File No. 1-4393).
	4.9	Amended and Restated Declaration of Trust between Puget Sound Energy Capital Trust and the First National Bank of Chicago dated June 6, 1997 (incorporated herein by reference to Exhibit 4.2 of PSE’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, Commission File No. 1-4393).
	4.10	Series A Capital Securities Guarantee Agreement between PSE and the First National Bank of Chicago dated June 6, 1997 (incorporated herein by reference to Exhibit 4.3 of PSE’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, Commission File No. 1-4393).
	4.11	First Supplemental Indenture dated as of October 1, 1959 (Exhibit 4-D to Registration No. 2-17876).
	4.12	Sixth Supplemental Indenture dated as of August 1, 1966 (Exhibit to Form 8-K for month of August 1966, File No. 0-951).
	4.13	Seventh Supplemental Indenture dated as of February 1, 1967 (Exhibit 4-M, Registration No. 2-27038).
	4.14	Sixteenth Supplemental Indenture dated as of June 1, 1977 (Exhibit 6-05 to Registration No. 2-60352).
	4.15	Seventeenth Supplemental Indenture dated as of August 9, 1978 (Exhibit 5-K.18 to Registration No. 2-64428).
	4.16	Twenty-second Supplemental Indenture dated as of July 15, 1986 (Exhibit 4-B.20 to Form 10-K for the year ended September 30, 1986, File No. 0-951).
	4.17	Twenty-seventh Supplemental Indenture dated as of September 1, 1990 (Exhibit 4-B.20, Form 10-K for the year ended September 30, 1998, File No. 10-951).
	4.18	Twenty-eighth Supplemental Indenture dated as of July 31, 1991 (Exhibit 4-A, Form 10-Q for the quarter ended March 31, 1993, File No. 0-951).
	4.19	Twenty-ninth Supplemental Indenture dated as of June 1, 1993 (Exhibit 4-A to Registration No. 33-49599).
	4.20	Thirtieth Supplemental Indenture dated as of August 15, 1995 (incorporated herein by reference to Exhibit 4-A of Washington Natural Gas Company’s S-3 Registration Statement, Registration No. 33-61859).
	4.21	Thirty-first Supplemental Indenture dated February 10, 1997 (Exhibit 4.30 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-6305 and 1-4393).
	4.22	Unsecured Debt Indenture between Puget Sound Energy and Bank One Trust Company, N.A. dated as of May 18, 2001, defining the rights of the holders of Puget Sound Energy’s unsecured debentures (incorporated herein by reference to Exhibit 4.3 to Puget Sound Energy’s Current Report on Form 8-K, filed May 22, 2001, Commission File No. 1-4393).
	4.23	First Supplemental Indenture to the Unsecured Debt Indenture dated as of May 18, 2001 defining the rights of 8.40% Subordinated Deferrable Interest Debentures due June 30, 2041 (incorporated herein by reference to Exhibit 4.4 to Puget Sound Energy’s Current Report on Form 8-K, filed May 22, 2001, Commission File No. 1-4393).
	4.24	Amended and Restated Declaration of Trust of Puget Sound Energy Trust II dated as of May 18, 2001 (incorporated herein by reference to Exhibit 4.2 to Puget Sound Energy’s Current Report on Form 8-K, filed May 22, 2001, Commission File No. 1-4393).
	4.25	Preferred Securities Guarantee Agreement, dated May 18, 2001 between Puget Sound Energy and Bank One Trust Company, N.A. for the benefit of the holders of the trust preferred securities of the Puget Sound Energy Trust II (incorporated herein by reference to Exhibit 4.5 to Puget Sound Energy’s Current Report on Form 8-K, filed May 22, 2001, Commission File No. 1-4393).
	4.26	Pledge Agreement dated March 11, 2003 between Puget Sound Energy and Wells Fargo Bank Northwest, National Association, as Trustee (incorporated herein by reference to Exhibit 4.24 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 dated July 11, 2003, Commission File No. 333-82940-02).
	4.27	Loan Agreement dated as of March 1, 2003, between the City of Forsyth, Rosebud County, Montana and Puget Sound Energy (incorporated herein by reference to Exhibit 4.25 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, dated July 11, 2003, Commission File No. 333-82490-02).
*	4.28	Eightieth Supplemental Indenture dated as of April 30, 2004 defining the rights of the holders of PSE’s First Mortgage Bonds.
	10.1	First Amendment dated as of October 4, 1961 to Power Sales Contract between Public Utility District No. 1 of Chelan County, Washington and PSE, relating to the Rocky Reach Project (Exhibit 13-d to Registration No. 2-24252).
	10.2	First Amendment dated February 9, 1965 to Power Sales Contract between Public Utility District No. 1 of Douglas County, Washington and PSE, relating to the Wells Development (Exhibit 13-p to Registration No. 2-24252).
	10.3	Contract dated November 14, 1957 between Public Utility District No. 1 of Chelan County, Washington and PSE, relating to the Rocky Reach Project (Exhibit 4-1-a to Registration No. 2-13979).
	10.4	Power Sales Contract dated as of November 14, 1957 between Public Utility District No. 1 of Chelan County, Washington and PSE, relating to the Rocky Reach Project (Exhibit 4-c-1 to Registration No. 2-13979).
	10.5	Power Sales Contract dated May 21, 1956 between Public Utility District No. 2 of Grant County, Washington and PSE, relating to the Priest Rapids Project (Exhibit 4-d to Registration No. 2-13347).
	10.6	First Amendment to Power Sales Contract dated as of August 5, 1958 between PSE and Public Utility District No. 2 of Grant County, Washington, relating to the Priest Rapids Development (Exhibit 13-h to Registration No. 2-15618).
	10.7	Power Sales Contract dated June 22, 1959 between Public Utility District No. 2 of Grant County, Washington and PSE, relating to the Wanapum Development (Exhibit 13-j to Registration No. 2-15618).
	10.8	Agreement to Amend Power Sales Contracts dated July 30, 1963 between Public Utility District No. 2 of Grant County, Washington and PSE, relating to the Wanapum Development (Exhibit 13-1 to Registration No. 2-21824).
	10.9	Power Sales Contract executed as of September 18, 1963 between Public Utility District No. 1 of Douglas County, Washington and PSE, relating to the Wells Development (Exhibit 13-r to Registration No. 2-21824).
	10.10	Construction and Ownership Agreement dated as of July 30, 1971 between The Montana Power Company and PSE (Exhibit 5-b to Registration No. 2-45702).
	10.11	Operation and Maintenance Agreement dated as of July 30, 1971 between The Montana Power Company and PSE (Exhibit 5-c to Registration No. 2-45702).
	10.12	Contract dated June 19, 1974 between PSE and P.U.D. No. 1 of Chelan County (Exhibit D to Form 8-K dated July 5, 1974).
	10.13	Transmission Agreement dated April 17, 1981 between the Bonneville Power Administration and PSE (Colstrip Project) (Exhibit (10)-55 to Annual Report on Form 10-K for the fiscal year ended December 31, 1987, Commission File No. 1-4393).
	10.14	Transmission Agreement dated April 17, 1981 between the Bonneville Power Administration and Montana Intertie Users (Colstrip Project) (Exhibit (10)-56 to Annual Report on Form 10-K for the fiscal year ended December 31, 1987, Commission File No. 1-4393).
	10.15	Ownership and Operation Agreement dated as of May 6, 1981 between PSE and other Owners of the Colstrip Project (Colstrip 3 and 4) (Exhibit (10)-57 to Annual Report on Form 10-K for the fiscal year ended December 31, 1987, Commission File No. 1-4393).
	10.16	Colstrip Project Transmission Agreement dated as of May 6, 1981 between PSE and Owners of the Colstrip Project (Exhibit (10)-58 to Annual Report on Form 10-K for the fiscal year ended December 31, 1987, Commission File No. 1-4393).
	10.17	Common Facilities Agreement dated as of May 6, 1981 between PSE and Owners of Colstrip 1 and 2, and 3 and 4 (Exhibit (10)-59 to Annual Report on Form 10-K for the fiscal year ended December 31, 1987, Commission File No. 1-4393).
	10.18	Amendment dated as of June 1, 1968, to Power Sales Contract between Public Utility District No. 1 of Chelan County, Washington and PSE (Rocky Reach Project) (Exhibit (10)-66 to Annual Report on Form 10-K for the fiscal year ended December 31, 1987, Commission File No. 1-4393).
	10.19	Transmission Agreement dated as of December 30, 1987 between the Bonneville Power Administration and PSE (Rock Island Project) (Exhibit (10)-74 to Annual Report on Form 10-K for the fiscal year ended December 31, 1988, Commission File No. 1-4393).
	10.20	Power Sales Agreement between Northwestern Resources (formerly The Montana Power Company) and PSE dated as of October 1, 1989 (Exhibit (10)-4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1989, Commission File No. 1-4393).
	10.21	Amendment No. 1 to the Colstrip Project Transmission Agreement dated as of February 14, 1990 among The Montana Power Company, The Washington Water Power Company (Avista), Portland General Electric Company , PacifiCorp and PSE (Exhibit (10)-91 to Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission File No. 1-4393).
	10.22	Agreement for Firm Power Purchase (Thermal Project) dated December 27, 1990 among March Point Cogeneration Company, a California general partnership comprising San Juan Energy Company, a California corporation; Texas-Anacortes Cogeneration Company, a Delaware corporation; and PSE (Exhibit (10)-4 to Quarterly Report on Form 10-Q for the quarter ended March 31, 1991, Commission File No. 1-4393).
	10.23	Agreement for Firm Power Purchase dated March 20, 1991 between Tenaska Washington, Inc., a Delaware corporation, and PSE (Exhibit (10)-1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, Commission File No. 1-4393).
	10.24	Amendment of Seasonal Exchange Agreement, dated December 4, 1991 between Pacific Gas and Electric Company and PSE (Exhibit (10)-107 to Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File No. 1-4393).
	10.25	Capacity and Energy Exchange Agreement, dated as of October 4, 1991 between Pacific Gas and Electric Company and PSE (Exhibit (10)-108 to Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File No. 1-4393).
	10.26	General Transmission Agreement dated as of December 1, 1994 between the Bonneville Power Administration and PSE (BPA Contract No. DE-MS79-94BP93947) (Exhibit 10.115 to Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No. 1-4393).
	10.27	PNW AC Intertie Capacity Ownership Agreement dated as of October 11, 1994 between the Bonneville Power Administration and PSE (BPA Contract No. DE-MS79-94BP94521) (Exhibit 10.116 to Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No. 1-4393).
	10.28	Amendment to Gas Transportation Service Contract dated July 31, 1991 between Washington Natural Gas Company and Northwest Pipeline Corporation (Exhibit 10-E.2 to Form 10-K for the year ended September 30, 1995, File No. 11271).
	10.29	Firm Transportation Service Agreement dated January 12, 1994 between Northwest Pipeline Corporation and Washington Natural Gas Company for firm transportation service from Jackson Prairie (Exhibit 10-P to Form 10-K for the year ended September 30, 1994, File No. 1-11271).
	10.30	Puget Energy, Inc. Non-employee Director Stock Plan. (incorporated herein by reference to Exhibit 99.1 to Puget Energy’s Post Effective Amendment No. 1 to Form S-8 Registration Statement, dated January 2, 2001, Commission File No. 333-41157-99.)
**	10.31	Amendment No. 1 to the Puget Energy, Inc. Non-employee Director Stock Plan, effective as of January 1, 2003 (Exhibit 10.94 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-16305 and 1-4393).
**	10.32	Puget Energy, Inc. Employee Stock Purchase Plan. (Incorporated herein by reference to Exhibit 99.1 to Puget Energy’s Post Effective Amendment No. 1 to Form S-8 Registration Statement, dated January 2, 2001, Commission File No. 333-41113-99.)
**	10.33	1995 Long-Term Incentive Compensation Plan. (Exhibit 10.108 to Annual Report on Form 10-K for the fiscal year ended December 31, 2000, Commission File No. 1-4393 and 1-16305).
**	10.34	1995 Long-Term Incentive Compensation Plan (Incorporated herein by reference to Exhibit 99.1 to Puget Energy’s Post Effective Amendment No. 1 to Form S-8 Registration Statement, dated January 2, 2001, Commission File No. 333-61851-99.)
**	10.35	Employment agreement with S. P. Reynolds, Chief Executive Officer and President dated January 7, 2002 (Exhibit 10.104 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 1-16305 and 1-4393).
	10.36	Credit Agreement dated May 27, 2004, among InfrastruX Group, Inc. and various Banks named therein, Union Bank of California as administrative agent. (Exhibit 10.2, Form 10-Q for the quarterly period ended June 30, 2004, Commission File No. 1-4393 and 1-16305).
	10.37	Power Sales Contract dated April 15, 2002, between Public Utility District No. 2 of Grant County, Washington, and PSE, relating to the Priest Rapids Project. (Exhibit 10-1 to Form 10-Q for the quarter ended June 30, 2002, File No. 1-16305 and 1-4393).
	10.38	Reasonable Portion Power Sales Contract dated April 15, 2002, between Public Utility District No. 2 of Grant County, Washington, and PSE, relating to the Priest Rapids Project. (Exhibit 10-2 to Form 10-Q for the quarter ended June 30, 2002, File No. 1-16305 and 1-4393).
	10.39	Additional Power Sales Contract dated April 15, 2002, between Public Utility district No. 2 of Grant County, Washington, and PSE, relating to the Priest Rapids Project. (Exhibit 10-3 to Form 10-Q for the quarter ended June 30, 2002, File No. 1-16305 and 1-4393).
	10.40	Credit Agreement dated May 27, 2004, covering PSE and various banks named therein, Union Bank of California as administrative agent. (Exhibit 10.1, Form 10-Q for the quarterly period ended June 30, 2004, Commission File No. 1-4393 and 1-16305).
	10.41	Receivable Purchase Agreement dated December 23, 2002, among PSE, Rainier Receivables, Inc., and Bank One, NA as agent (Exhibit 10.107 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-16305 and 1-4393).
	10.42	Receivable Sale Agreement dated December 23, 2002, among PSE and Rainier Receivables, Inc.
**	10.43	Employment agreement with J.M. Ryan, Vice President Energy Portfolio Management, dated November 30, 2001 (Exhibit 10.109 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-16305 and 1-4393).
**	10.44	Change-in-Control Agreement with J.M. Ryan, Vice President, Energy Portfolio Management, dated November 30, 2001 (Exhibit 10.110 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-16305 and 1-4393).
**	10.45	Change-in-Control Agreement with B. A. Valdman, Senior Vice President, Finance and Chief Financial Officer, dated November 28, 2003 (Exhibit 10.86 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 1-16305 and 1-4393).
**	10.46	Change-in-Control Agreement with S. McLain, Senior Vice President, Operations, dated March 12, 1999. (Exhibit 10.87 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-16305 and 1-4393).
**	10.47	Employment Agreement with M. T. Lennon, President and Chief Executive Officer of InfrastruX, dated May 6, 2002 (Exhibit 10.88 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 1-16305 and 1-4393).
**	10.48	Restricted Stock Award Agreement with S. P. Reynolds, Chief Executive Officer and President dated, January 8, 2004 (Exhibit 10.90 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 1-16305 and 1-4393).
**	10.49	Restricted Stock Unit Award Agreement with S. P. Reynolds, Chief Executive Officer and President dated, January 8, 2004 (Exhibit 10.91 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 1-16305 and 1-4393).
**	10.50	Restricted Stock Award Agreement with S. P. Reynolds, Chief Executive Officer and President dated, January 8, 2002 (Exhibit 99.1 to Form S-8 Registration Statement, dated January 8, 2002, Commission File No. 333-76424).
**	10.51	Nonregulated Stock Option Grant Notice/Agreement with S. P. Reynolds, Chief Executive Officer and President dated March 11, 2002 (Exhibit 99.1 and Exhibit 99.2 to Form S-8 Registration Statement dated March 18, 2002, Commission File No. 333-84426).
*	10.52	Change-in-Control Agreement with E. M. Markell, Vice President Corporate Development, dated May 7, 2003.
*	10.53	InfrastruX 2000 Stock Incentive Plan adopted January 26, 2001.
*	10.54	InfrastruX 2000 Stock Incentive Plan Stock Option Grant Notice adopted January 26, 2001.
*	10.55	Puget Sound Energy Amended and Restated Supplemental Executive Retirement Plan for Senior Management dated October 5, 2004.
*	10.56	Puget Sound Energy Amended and Restated Deferred Compensation Plan for Key Employees dated January 1, 2003.
*	10.57	Puget Sound Energy Amended and Restated Deferred Compensation Plan for Nonemployee Directors dated October 1, 2000.
**	10.58	Summary of Director Compensation (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K, filed February 2, 2005, Commission File Nos. 1-4393 and 1-16305).
*	12.1	Statement setting forth computation of ratios of earnings to fixed charges of Puget Energy (2000 through 2004).
*	12.2	Statement setting forth computation of ratios of earnings to fixed charges of Puget Sound Energy (2000 through 2004).
*	21.1	Subsidiaries of Puget Energy.
*	21.2	Subsidiaries of PSE.
*	23.1	Consent of PricewaterhouseCoopers LLP.
*	31.1	Certification of Puget Energy - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Stephen P. Reynolds.
*	31.2	Certification of Puget Energy - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Bertrand A. Valdman.
*	31.3	Certification of Puget Sound Energy - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Stephen P. Reynolds.
*	31.4	Certification of Puget Sound Energy - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Bertrand A. Valdman.
*	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Stephen P. Reynolds.
*	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Bertrand A. Valdman.

_____________________

*Filed herewith.

**Management contract or compensating plan or arrangement.

EX-4.28

        Exhibit 4.28

(Real Estate Mortgage)

PUGET SOUND ENERGY, INC.

TO

U.S. BANK NATIONAL ASSOCIATION,

Trustee

_______________

Eightieth Supplemental Indenture

Dated as of April 30, 2004

_______________

Relating to First Mortgage Bonds

_______________

Supplemental to Indenture dated as of

June 2, 1924, as supplemented and modified

_______________

(NOT PART OF INDENTURE)

THIS EIGHTIETH SUPPLEMENTAL INDENTURE, made as of the 30th day of April, 2004, by and between Puget Sound Energy, Inc., formerly Puget Sound Power & Light Company, a corporation duly organized and existing under and by virtue of the laws of the State of Washington (hereinafter sometimes called the "Company"), party of the first part, and U.S. Bank National Association, a national banking associationwith a principal corporate trust office at 100 Wall Street, Suite 1600, in the city of New York and State of New York 10005 (successor to Old Colony Trust Company) (hereinafter sometimes called the "Trustee"), as Trustee under the First Mortgage (originally, and before modification thereof by certain supplemental indentures, called "First and Refunding Mortgage") from Puget Sound Power & Light Company, a Massachusetts corporation (hereinafter sometimes called the "Predecessor Company"), dated as of June 2, 1924 (said Mortgage being hereinafter sometimes called the "Original Mortgage"), as supplemented and modified by all indentures supplemental thereto heretofore executed and delivered, party of the second part;

WITNESSETH: that

WHEREAS, the Predecessor Company did by the Original Mortgage, filed for record in the offices of the Auditors of the Counties of Chelan, Clallam, Cowlitz, Douglas, Grant, Grays Harbor, Island, Jefferson, King, Kitsap, Kittitas, Lewis, Mason, Pacific, Pierce, Skagit, Snohomish, Thurston and Whatcom, all in the State of Washington, and left on file as a chattel mortgage in each of said counties, convey and pledge certain property therein described to Old Colony Trust Company, as Trustee, to be held upon the trusts expressed in the Original Mortgage to equally secure an unlimited authorized amount of mortgage bonds (therein and herein called the "Bonds") issued or to be issued in one or more series, all as more fully provided in the Original Mortgage; and

WHEREAS, the Predecessor Company, prior to September 1, 1954, had executed and delivered to the Trustee thirty-nine supplemental indentures, supplementing and in certain respects modifying the Original Mortgage and providing for the execution, certification and delivery of Bonds of various series from time to time pursuant thereto (which Original Mortgage, as so supplemented and modified, is therein and herein sometimes called the "First Mortgage"); and

WHEREAS, the Predecessor Company executed and delivered to the Trustee a Fortieth Supplemental Indenture, dated as of September 1, 1954, which Supplemental Indenture is divided into two parts, designated as Part I and Part II, and Part I thereof provided for the establishment and the execution, certification and delivery initially of Twenty-Five Million Dollars ($25,000,000) principal amount of a series of Bonds, designated as First Mortgage Bonds, 3-1/2% Series due 1984, and contained certain covenants, restrictions, conditions and provisions affecting, and provided for certain modifications of, the First Mortgage (the First Mortgage, as so supplemented and modified by said Part I, being sometimes in said Fortieth Supplemental Indenture and herein called the "Revised First Mortgage") and Part II thereof provided for modifications of the Revised First Mortgage as therein set forth, which modifications became effective on October 20, 1955 (the Revised First Mortgage as so modified by Part II of the Fortieth Supplemental Indenture as heretofore, hereby, and hereafter supplemented and modified being sometimes in said Part II and herein called the "Indenture" and references herein to Sections, Articles or other provisions of the Indenture being to the revised or modified provisions thereof as set forth in Part II of the Fortieth Supplemental Indenture); and

WHEREAS, the Predecessor Company has heretofore executed and delivered to the Trustee a Forty-First Supplemental Indenture dated as of December 1, 1954, a Forty-Second Supplemental Indenture dated as of July 1, 1957, a Forty-Third Supplemental Indenture dated as of May 1, 1958, a Forty-Fourth Supplemental Indenture dated as of November l, 1959, and a Forty-Fifth Supplemental Indenture dated as of April 1, 1960, all of which mortgaged, pledged, assigned, conveyed and transferred to the Trustee and subjected to the lien of the Indenture additional property acquired or constructed, and betterments, improvements and additions made to the mortgaged property, since the execution and delivery of the Fortieth Supplemental Indenture; and

WHEREAS, the Company has executed and delivered to the Trustee a Forty-Sixth Supplemental Indenture dated as of November 10, 1960, whereby the Company has succeeded to the Predecessor Company with the same effect as if the Company had been named in the Indenture as the mortgagor company and in the Bonds and coupons as the obligor thereon or maker thereof, and the Predecessor Company merged into the Company on November 16, 1960, whereupon the Company acquired all the property, real, personal or mixed, including all rights, privileges, easements, licenses and franchises, described in the Indenture and thereby conveyed and mortgaged or intended so to be, including also all such property acquired by the Predecessor Company since the execution and delivery of the Original Mortgage, which by the terms of the Indenture is subjected or intended to be subjected to the lien thereof; and

WHEREAS, the Company has executed and delivered to the Trustee the supplemental indentures set forth herein:

Supplemental Indenture	Dated as of
Forty-Seventh Supplemental Indenture	February 1, 1961
Forty-Eighth Supplemental Indenture	November 1, 1963
Forty-Ninth Supplemental Indenture	May 1, 1964
Fiftieth Supplemental Indenture	January 1, 1966
Fifty-First Supplemental Indenture	June 1, 1967
Fifty-Second Supplemental Indenture	February 1, 1969
Fifty-Third Supplemental Indenture	July 1, 1970
Fifty-Fourth Supplemental Indenture	October 1, 1972
Fifty-Fifth Supplemental Indenture	March 1, 1974
Fifty-Sixth Supplemental Indenture	November 1, 1974
Fifty-Seventh Supplemental Indenture	August 1, 1975
Fifty-Eighth Supplemental Indenture	October 1, 1976
Fifty-Ninth Supplemental Indenture	July 1, 1978
Sixtieth Supplemental Indenture	December 1, 1979
Sixty-First Supplemental Indenture	December 1, 1981
Sixty-Second Supplemental Indenture	July 1, 1984
Sixty-Third Supplemental Indenture	January 1, 1986
Sixty-Fourth Supplemental Indenture	April 1, 1986
Sixty-Fifth Supplemental Indenture	April 1, 1986
Sixty-Sixth Supplemental Indenture	August 1, 1986
Sixty-Seventh Supplemental Indenture	November 1, 1986
Sixty-Eighth Supplemental Indenture	September 1, 1987
Sixty-Ninth Supplemental Indenture	February 1, 1990
Seventieth Supplemental Indenture	October 1, 1990
Seventy-First Supplemental Indenture	May 1, 1991
Seventy-Second Supplemental Indenture	August 1, 1991
Seventy-Third Supplemental Indenture	March 1, 1992
Seventy-Fourth Supplemental Indenture	October 1, 1992
Seventy-Fifth Supplemental Indenture	April 1, 1993
Seventy-Sixth Supplemental Indenture	December 1, 1997
Seventy-Seventh Supplemental Indenture	March 1, 1999
Seventy-Eight Supplemental Indenture	October 1, 2000
Seventy-Ninth Supplemental Indenture	May 1, 2003

all of which mortgaged, pledged, assigned, conveyed and transferred to the Trustee and subjected to the lien of the Indenture additional property acquired or constructed, and betterments, improvements and additions made to the mortgaged property since the execution and delivery of the Fortieth Supplemental Indenture; and

WHEREAS, all Bonds of any series heretofore executed, authenticated and delivered pursuant to the Original Mortgage, as from time to time supplemented and modified, have been retired and canceled or payment duly and irrevocably provided for, except for the series set forth herein:

Principal Amount of Bonds	Series
Twenty-Five Million Dollars ($25,000,000)	Secured Medium-Term Notes, Series A due November 30, 2006
One Hundred Million Dollars ($100,000,000)	Secured Medium-Term Notes, Series A due February 1, 2007
Forty-Six Million Dollars ($46,000,000)	Secured Medium-Term Notes, Series A due June 19, 2006
Fifty Million Dollars ($50,000,000)	Secured Medium-Term Notes, Series B due December 10, 2004
Three Million Dollars ($3,000,000)	Secured Medium-Term Notes, Series B due December 1, 2003
Eleven Million Dollars ($11,000,000)	Secured Medium-Term Notes, Series B due December 2, 2003
Thirty Million Dollars ($30,000,000)	Secured Medium-Term Notes, Series B due May 27, 2004
Fifty-Five Million Dollars ($55,000,000)	Secured Medium-Term Notes, Series B due February 1, 2024
Three Hundred Million Dollars ($300,000,000)	First Mortgage Bonds, Pledged Series A due December 1, 2027
Two Hundred Million Dollars ($200,000,000)	First Mortgage Bonds, Pledged Series A due June 15, 2018
One Hundred Million Dollars ($100,000,000)	First Mortgage Bonds, Pledged Series B due March 9, 2029
One Hundred Fifty Million Dollars ($150,000,000)	First Mortgage Bonds, Pledged Series B due March 9, 2009
Two Hundred Twenty-Five Million Dollars ($225,000,000)	First Mortgage Bonds, Pledged Series B due February 22, 2010
Twenty-Five Million Dollars ($25,000,000)	First Mortgage Bonds, Pledged Series B due September 8, 2008
Two Hundred Sixty Million Dollars ($260,000,000)	First Mortgage Bonds, Pledged Series C, due February 1, 2011
Forty Million Dollars ($40,000,000)	First Mortgage Bond, Pledged  Series C due January 16, 2004
One Hundred Thirty-Eight Million Four Hundred Sixty Thousand Dollars ($138,460,000)	5% First Mortgage Bonds, Pledged Series C due March 1, 2031
Twenty-Three Million Four Hundred Thousand Dollars ($23,400,000)	5.10% First Mortgage Bonds, Pledged Series C due March 1, 2031

which Bonds are now outstanding and constitute the only Bonds of the Company outstanding under the Indenture; and

WHEREAS, effective as of the opening of business on January 4, 1971, The First National Bank of Boston succeeded Old Colony Trust Company as Trustee under the Indenture by reason of the merger of Old Colony Trust Company into The First National Bank of Boston; and

WHEREAS, effective as of October 2, 1995, State Street Bank and Trust Company succeeded The First National Bank of Boston as Trustee under the Indenture; and

WHEREAS, effective as of February 15, 2003, U.S. Bank National Association succeeded State Street Bank and Trust Company as Trustee under the Indenture; and

WHEREAS, the Company has entered into an Indenture (the "Debenture Indenture") dated as of December 1, 1997 with U.S. Bank National Association (as successor to State Street Bank and Trust Company) as trustee (in such capacity, the "Debenture Indenture Trustee") pursuant to which the Company proposes to issue from time to time its Senior Notes (the "Senior Notes") and the Company has agreed to make certain payments to the Debenture Indenture Trustee in respect of the principal of, premium, if any, and interest on such Senior Notes; and

WHEREAS, the Company desires to execute and deliver this Eightieth Supplemental Indenture, in accordance with the provisions of the Indenture, for the purpose of confirming the lien of the Indenture on certain property acquired or constructed by the Company since the execution and delivery of the Original Mortgage and on certain betterments, improvements and additions made by the Company to property previously described in the Indenture.

NOW, THEREFORE, WITNESSETH, that, pursuant to and in execution of the powers, authorities and obligations conferred, imposed and reserved in the Indenture, and pursuant to and in execution of every other power, authority and obligation thereto appertaining and/or enabling, in order to secure the payment of the principal of, and the premium, if any, and interest on, the Bonds issued and to be issued under the Indenture, and secured thereby and hereby at any time outstanding according to their tenor and effect, and the performance of all the covenants and conditions therein and herein and in said Bonds contained, and for the purpose of confirming the lien of the Indenture, said Puget Sound Energy, Inc., organized and existing under the laws of the State of Washington, in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee, at or before the execution and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold, conveyed, transferred, assigned, remised, released, mortgaged, set over and confirmed and by these presents does grant, bargain, sell, convey, transfer, assign, remise, release, mortgage, set over and confirm unto U.S. Bank National Association, as Trustee, and to its successor or successors in the trust created by the Indenture, and to said Trustee and its assigns forever, for the uses and purposes created by the Indenture, all property, real, personal or mixed, including all rights, privileges, easements, licenses and franchises, described in the Indenture and thereby conveyed and mortgaged or intended so to be, including also all such property acquired by the Company since the execution and delivery of the Original Mortgage, which by the terms of the Indenture is subjected or intended to be subjected to the lien thereof, and including also all such property as the Company may hereafter acquire which by the terms of the Indenture is subjected or intended to be subjected to the lien thereof, excepting from the foregoing, however, all property included within the foregoing general description, whether now owned or hereafter acquired, which by the provisions of the Indenture is excepted or to be excepted from the conveyance and lien of the Indenture, or which has heretofore been released from the lien of the Indenture or otherwise disposed of by the Company free from the lien of the Indenture in accordance with the provisions thereof:

INCLUDING NEVERTHELESS in the property hereby conveyed and confirmed to the Trustee (without limiting the generality of the foregoing general description of such property and without prejudice to the conveyance and confirmance of all such property by such general description) the following:

All property, real, personal or mixed, together with all buildings or improvements thereon and the appurtenances thereto, located in the State of Washington and described below or conveyed to the Company by the deeds listed on the list of properties and deeds below, to which deeds and the records thereof in the County Auditor's office of the respective counties in the State of Washington below stated (in all cases where said deeds and/or records are below specified) reference is hereby made for a more particular description of the property hereby conveyed and confirmed to the Trustee and its respective successor or successors and assigns as aforesaid, to wit:

List of Real Estate in the State of Washington Acquired by

Puget Sound Energy, Inc. to Date, and Not Heretofore Specifically

Described in Any Prior Supplemental Indenture*

Puget Sound Energy, Inc.

ISLAND COUNTY

Section:	1
Township:	33
Range:	1
Description:	The East 100 feet of the West 500 feet of the North 208 feet of the Northwest ¼ of the Southwest ¼ of Section 1, Township 33 North, Range 1 E. W.M., except the North 20 feet thereof for county road known as Troxell Road. Situate in the County of Island, State of Washington.
Deed From:	Jack and Mary Truex
Deed Records Auditors File No.	92023588

**  All numbers in the row following the designation "Township," indicate townships north of the Willamette Base Line, and the Letters "E" and "W" in the row following the designation "Range," indicate east or west, as the case may be, of the Willamette Meridian.*

KING COUNTY

Section:	14
Township:	24
Range:	6
Description:	That portion of the West half of the Northeast quarter of Section 14, Township 24 North, Range 6 East, W.M., in King County, Washington; and that portion of Lot 4 of King County short plat number 387053, recorded under Recording Number 8712240543, lying Westerly of the West margin of the Bonneville transmission line easement as condemned in U.S. District Court under Cause No. 4253, and Easterly of Klahanie Division No. 22, according to the plat thereof, recorded in Volume 160 of Plats, pages 9 through 16, in King County, Washington, described as follows: Commencing at the center of said Section 14; thence South 88°26'31" East along the East-West centerline thereof 161.33 feet to the true point of beginning; thence North 30°15'47" West a distance of 118.08 feet; thence North 59°44'13" East a distance of 285.00 feet; thence South 30°15'47" East a distance of 215.36 feet; thence South 14°44'13" West a distance of 69.44 feet to a point on said East-West centerline of said Section 14; thence continuing South 14°44'13" West a distance of 99.76 feet; thence South 59°44'13" West a distance of 165.35 feet; thence North 30°15'47" West a distance of 216.92 feet to a point on said East-West centerline and the true point of beginning; Together with a temporary road access easement described as follows: That portion of Lot 4, King County short plat number 387053, recorded under Recording Number 8712240543, in King County, Washington, and that portion of Lot 4, King County short plat number 1186017, recorded under Recording Number 8712240542, in King County, Washington, lying Westerly of the West margin of the Bonneville transmission line easement as condemned in U.S. District Court under Cause Number 4253, and Easterly of Klahanie Division No. 22, according to the plat thereof, recorded in Volume 160 of Plats, page(s) 9 through 16, inclusive, in King County, Washington, more particularly described as follows: Commencing at a point on the North line of said Lot 4 of King County short plat number 387053 at the center of Section 14, Township 24 North, Range 6 East, Willamette Meridian, in King County, Washington; thence South 88°26'31" East along the North line of said Lot 4 a distance of 161.33 feet; thence South 30°15'47" East a distance of 216.92 feet; thence North 59°44'13" East a distance of 21.74 feet to the point of beginning; thence South 62°06'47" East a distance of 191.26 feet to a point of curve to the right from which the radius point bears South 27°53'13" West distant 50.00 feet; thence Southeasterly along said curve through a central angle of 37°34'53", an arc distance of 32.80 feet to the point of tangent thereof; thence South 24°31'53" East a distance of 178.45 feet, more or less, to the north margin of the traveled way of the Issaquah-Fall City Road; thence North 58°44'02" East along North margin 20.14 feet; thence North 24°31.53" West a distance of 176.08 feet to a point of curve to the left from which the radius point bears South 65°28'07" West distant 70.00 feet; thence Northwesterly along said curve through a central angle of 37°34'53", an arc distance of 45.91 feet to the point of tangent thereof; thence North 62°06'47" West a distance of 42.63 feet to a point of curve to the right from which the radius point bears North 27°53'13" East distant 50.00 feet; thence Northerly along said curve through a central angle of 54°40'36", an arc distance of 47.41 feet to the point of tangent thereof; thence North 7°26'11" West a distance of 75.86 feet; thence South 59°44'13" West a distance of 21.70 feet; thence South 7°26'11" East a distance of 21.09 feet to a point of curve to the right from which the radius point bears South 82°33'49" West distant 30.00 feet, thence Southwesterly along said curve through a central angle of 125°19'24", an arc distance of 65.62 feet to the point of tangent thereof; thence North 62°06.47" West a distance of 27.82 feet; thence South 59°44'13" West a distance of 23.55 feet to the point of beginning; and Together with an easement for drainage purposes, described as follows: That portion of the Southwest quarter and of the Southeast quarter of Section 14, Township 24 North, Range 6 East, Willamette Meridian, in King County, Washington, lying westerly of the Bonneville power administration transmission line easement as condemned in U.S. District Court under Cause No. 4253, Easterly of Klahanie Drive S.E. as dedicated in the plat of Klahanie Division 19 as recorded in Volume 159 of Plats, pages 18 through 29, records of King County, Washington, Northerly of the Northerly margin of Issaquah-Fall City Road as established by said plat of the Klahanie Division 19, and Southerly of a line parallel with and 450 feet Northwesterly of said northerly margin when measured at right angles or radially northerly to said margin. SUBJECT TO THE FOLLOWING: 1. Restrictions and easements contained in Declaration of Protective Restrictions and Easements filed under Recording  No. 8502060789. Said restrictions as amended by Recording Nos. 8706220709, 8708130435, 9002010774, 9009170504, 9111201806, and 9112131736. 2.Restrictions contained in King County Short Plat No. 387053 under Recording     No. 8712240543. 3.Agreement for Sewer System Improvements under Recording     No. 8406050884. 4.Concomitant Zoning Agreement under Recording No. 8502050872, as     amended by Recording No. 8710060754 5.Agreement and the Terms and Conditions thereof recorded under Recording     Number 8502050871.
Deed From:	Lowe Enterprises Northwest, Inc.
Deed Records Auditors File No.	9209041067

KING COUNTY

Section:	8
Township:	23
Range:	5
Description:	All that portion of the South ½ of Section 8, Township 23 North, Range 5 East W.M., described as follows: Beginning at the East ¼ corner of said Section 8, from which the Northeast corner of said section bears North 01°02'09" East; thence North 89°27'25" West, along the North line of said South ½, a distance of 2,647.56 feet to an existing center of section monument; thence South 01°02'40" West, along the North-South center of section line of said Section 8, a distance of 60.00 feet to the Southerly margin of North 8th Street, said point being on the South line of the North 60.00 feet of said South ½; Thence South 89°27'25" East, along said South line, 187.07 feet to a point on the Northeasterly margin of the Burlington Northern Railroad right-of-way and the true point of beginning; Thence continuing South 89°27'25" East, along said South line, 225.49 feet to a point on the Westerly margin of Houser Way North (Railroad Avenue); Thence South 18°00'40" East, along said Westerly margin, 82.32 feet to a point of tangency with a 543.68 foot radius circular curve to the right; Thence Southerly, along said curve and said Westerly margin, through a central angle of 09°49'26" an arc distance of 93.22 feet to a point on the Northeasterly margin of said railroad right-of-way; Thence North 57°49'50" West, along said Northeasterly margin, 321.37 feet to the true point of beginning; Situate in the City of Renton, County of King, State of Washington. SUBJECT TO THE FOLLOWING: 1.Current general taxes, not yet due and payable, for the year in which this deed      is recorded; and 2.Reservations contained in deed recorded under Recording No. 7108160312,      records of King County, Washington; and 3.Unpaid special utility connection charges for water and sanitary sewer      payable to City of Renton, as disclosed by Declaration of Segregation      recorded December 4, 1991 under Recording No. 9112040402 and      Declaration of Segregation recorded August 10, 1992 under Recording      No. 9208100964, records of King County, Washington; and 4.Dedication of North five (5) feet of subject property for additional street right-      of-way for North Eighth Street as disclosed by instrument recorded under      Recording No. 9212081719.
Deed From:	Paccar Inc.
Deed Records Auditors File No.	9212312458

KING COUNTY

Section:	21
Township:	24
Range:	6
Description:	That portion of the Southwest quarter of the Southeast quarter of Section 21, Township 24 North, Range 6 East, W.M., in King County, Washington, described as follows: Beginning at a point on the Westerly margin of the Northern Pacific right of way 315 feet West and 8 feet South of the Northwest corner of the Southeast quarter of the Southeast quarter of Section 21; thence south 16° East 283 feet along said Westerly margin of the Northern Pacific Railway right of way; thence South 60° West 191 feet to the existing road; thence North 32° West 164 feet; thence North 19° West 154 feet; thence North 68°30' East 238 feet to the point of beginning. SUBJECT TO THE FOLLOWING: 1.Easement to Puget Sound Power & Light Co. filed under Recording No. 2899547. 2.Easement to Water and Sewer District No. 8, filed under Recording No. 8802260581. 3.Agreement dated 7-19-90 filed under Recording No. 9007311493. 4.Assessment: Local Improvement District No. 4 to Water District #82. 5.Assessment: Local Improvement District No. 16 to Water District #82.
Deed From:	Bass & Bass Partnership
Deed Records Auditors File No.	9301041390

KING COUNTY

Section:	15
Township:	25
Range:	5
Description:	The North 4.85 feet of the West 179.99 feet of the Southwest Quarter of the Northeast Quarter and the South 228.49 feet of the West 179.99 feet of the Northwest Quarter of the Northeast Quarter, all in Section 15, Township 25 North. Range 5 East, W.M., in King County, Washington; EXCEPT the West 30 feet thereof deeded to King County for roads by Deeds recorded under Recording numbers 1940770 and 4915599. TOGETHER WITH AN EASEMENT for ingress and egress over the South 83.39 feet of the North 88.24 feet of the West 179.99 feet of the Southwest Quarter of the Northeast Quarter of Section 15, Township 25 North, Range 5 East, W.M, in King County, Washington; EXCEPT the West 30 feet thereof SUBJECT TO THE FOLLOWING: 1.Easement for slopes recorded under King County Recording Nos. 4915599 and 4912689. 2.Easement for water pipelines recorded under King County Recording No. 9205270207. 3.Easement for utilities recorded under King County Recording No. 6124267.
Deed From:	City of Bellevue
Deed Records Auditors File No.	9702070525

KING COUNTY

Section:	14
Township:	23
Range:	8
Description:	All that portion of Burlington Northern Railroad Company's (formerly Northern Pacific Railway Company) 100 foot wide Tanner to Issaquah, Washington Branch Line right of way, now discontinued, being 50 feet wide on each side of said Railroad Company's Main Track centerline as originally located and constructed upon, over and across the Northeast Quarter of the Northeast Quarter of the Southwest Quarter of Section 14, Township 23 North, Range 8 East of the Willamette Meridian, King County, Washington, bounded by two lines drawn at right angles to said Main Track centerline distant, respectively, 35.70 feet and 95.70 feet Northwesterly of the East line of the Southwest Quarter of said Section 14, as measured along said Main Track centerline; Also, All that portion of said Railroad Company's 100 foot wide Branch Line right of way, being 50 feet wide on each side of said Main Track centerline upon, over and across the South Half of the Southeast Quarter of the Northwest Quarter of said Section 14, bounded by two lines drawn at right angles to said Main Track centerline distant, respectively, 631.52 feet and 691.52 feet Northwesterly of the East line of the Southwest Quarter of said Section 14, as measured along said Main Track centerline. Subject, however, to all existing interests, including but not limited to all reservations, rights-of-way and easements of record or otherwise.
Deed From:	Burlington Northern Railroad Company
Deed Records Auditors File No.	9702130298

KING COUNTY

Section:	27
Township:	25
Range:	06
Description:	PARCEL A: That portion of Section 27, Township 25 North, Range 6 East. W.M., in King County, Washington, described as follows: Beginning on the south line of said Section 27, 818.28 feet easterly of the southwest corner thereof; thence north 0°04'03" west 666.56 feet: thence north 89°19'16" east 181.95 feet: thence south 0.02'29" east 667.17 feet; thence south 89.30'41" west 181.66 feet to the point of beginning; EXCEPT any portion thereof lying within the north half of the southwest quarter of the southwest quarter of said Section 27; AND EXCEPT the south 30 feet thereof for road; AND EXCEPT that portion, if any, which lies westerly of the following described line: Commencing at the southwest corner of the east half of the southwest quarter of the southwest quarter of said Section at a point which bears north 89°30'41" east 666.57 feet, more or less, from the southwest corner of said Section 27; thence north 0°05'37" west along the west line of said subdivision 666.05 feet; thence north 89.19'16" east 151.95 feet. to the TRUE POINT OF BEGINNING: thence south 0°04'03" east 666.56 feet to the south line of said subdivision, and the terminus of said line description. PARCEL B: That portion of the east half of the southwest quarter of the southwest quarter of Section 27, Township 25 North, Range 6 East. W.M., in King County, Washington, described as follows: Beginning at the southwest comer of said subdivision at a point which bears north 89°30'41" east 666.57 feet, more or less, from the southwest corner of said Section 27: thence north 0°05'37" west along the west line of said subdivision 666.05 feet: thence north 89°19'16" east 151.95 feet: thence south 0°04'03" east 666.56 feet to the south line of said subdivision; thence south 89°30'41" west 151.95 feet along the south line of said subdivision to the point of beginning: EXCEPT any portion thereof lying within the north half of said subdivision; AND EXCEPT the south 30 feet thereof for road. ALL SUBJECT TO THE FOLLOWING: 1.Easement for roadway, Recording No. 4788419; 2.Reservation of coal, oil, gas, Recording No. 3916471.
Deed From:	Marvin H. Morris
Deed Records Auditors File No.	9809231415

KING COUNTY

Section:	1
Township:	21
Range:	4
Description:	Lot 2, Block 1, Christopher Garden Tracts, according to the plat thereof recorded in Volume 23 of plats, page 6, records of King County, Washington; EXCEPT the South 420 feet and EXCEPT the North 450 feet of the West 149.18 feet thereof; AND EXCEPT the North 455 feet of said Lot 2 lying east of the last described parcel and EXCEPT that portion of Lot 2, Block 1, Christopher Garden Tracts, according to the plat thereof recorded in Volume 23 of Plats, page 6, described as follows: Beginning at the southwest corner of the above described parcel of land; thence North along the west line of the above described parcel, 25 feet; thence East parallel with the south line of the above described parcel, 25 feet; thence South parallel with the west line of said parcel, 25 feet; thence West along the south line of said parcel, 25 feet to the Point of Beginning. Situate in the County of King, State of Washington. SUBJECT TO THE FOLLOWING: Easements, restrictions, reservations, covenants and agreements.
Deed From:	Puget Western, Inc.
Deed Records Auditors File No.	19991115000282

KING COUNTY

Section:	4
Township:	21
Range:	4
Description:	The following described real estate, situated in the County of KING, State of Washington: That portion of Lots 1 and 2 lying westerly of State Highway in Block 1 of Hall's Acre Tracts, according to the plat thereof recorded in Volume 20 of Plats, page 25, in King County, Washington. SUBJECT TO THE FOLLOWING: 1.Cable Television Easement, Recording No. 8606240663.
Deed From:	Peter and Arlene Kogut; Ben and Marie Kartes; and Carl and Judith Bjorkman
Deed Records Auditors File No.	20000131001461

KING COUNTY

Section:	36
Township:	24
Range:	7
Description:	Lot 2, King County Short Plat Number 675001, recorded under Recording Number 7510100716, being a portion of the Northwest quarter of Section 36, Township 24 North, Range 7 East, Willamette Meridian, in King County, Washington; together with an easement for ingress, egress and utilities as set forth instruments recorded under Recording Numbers 7508220654, 7509100606 and 7508220653. SUBJECT TO any portion of said easements lying within the above described property; and SUBJECT TO THE FOLLOWING 1.Consent for the use of Puget Sound Energy transmission line right of way and the terms and conditions thereof: Purpose: Storm Drain And Sediment Pond Area Affected: A Portion Of Said Premises Recorded: November 24, 1999 Recording Number: 19991124001250 2.Memorandum of Agreement and the terms and conditions thereof: Between: Weyerhaeuser Real Estate Company, a Washington corporation And: City of Snoqualmie Recorded: October 21, 1999 Recording Number: 19991021001630 Regarding: Comprehensive Voluntary Agreement for Snoqualmie Ridge Parks 3.Easement and the terms and conditions thereof: Purpose: Electric transmission line Area Affected: The description contained therein is not sufficient to determine its exact location within the property herein described. Recorded: November 4, 1908 Recording Number: 1258319 4.Easement and the terms and conditions thereof: Disclosed By: Deed In Favor Of: Not disclosed Purpose: Road Affects: North 60 feet of said premises and other property Recorded: October 11, 1956 Recording Number: 4738718 Note: Said easement is also delineated and/or dedicated on the face of the short plat. 5.Easement and the terms and conditions thereof: Grantee: United States of America Purpose: Transmission line Area Affected: Westerly portion of said premises and other property Recorded: June 1, 1967 Recording Number: 6183192 Note: Said easement is also delineated and/or dedicated on the face of the short plat. 6.Easement and the terms and conditions thereof: Grantee: United States of America Purpose: Road approximately 14 feet in width with such additional widths as are necessary to provide for cuts, fills and turnouts and for curves at angle points Area Affected: The description contained therein is not sufficient to determine its exact location within the property herein described. Recorded: June 1, 1967 Recording Number: 6183192 7.Easement and the terms and conditions thereof: Reserved By: Harry H. Olson inc., a Washington corporation, its heirs or assigns ingress, egress and utilities Area Affected: The description contained therein is not sufficient to determine its exact location within the property herein described Recorded: May 20, 1969 Recording Number: 6512634 8.Easement and the terms and conditions thereof: Grantee: Adjacent owners and future owners Purpose: Ingress, egress and utilities Area Affected: The Westerly 60 feet of said premises and other property Recorded: August 22, 1975 Recording Number: 7508220654 Note: Said easement is also delineated and/or dedicated on the face of the short plat. 9.Easement and the terms and conditions thereof: Grantee: Adjacent owners and future owners Purpose: Ingress, egress and utilities Area Affected: Westerly portion of said premises and other property Recorded: August 22, 1975 Recording Number: 7508220655 Note: Said easement is also delineated and/or dedicated on the face of the short plat. 10.Easement and the terms and conditions thereof: Grantee: Adjacent owners and future owners Purpose: Ingress, egress and utilities Area Affected: Westerly portion of said premises and other property Recorded: September 10, 1975 Recording Number: 7509100606 Said easement contains a provision for bearing the cost of maintenance, repair or reconstruction of said roads by the users. Note: Said easement is also delineated and/or dedicated on the face of the short plat. Said easement is a re-recording of easement recorded under Recording Number 7508220653. 11.Underground Utility Easement and the terms and conditions thereof: Grantee: Puget Sound Power & Light Company, a Washington corporation Purpose: Underground electric system Area Affected: The east 10 feet and the north 30 feet of said premises and other property Recorded: December 15, 1975 Recording Number: 7512150865 Contains covenant prohibiting structures over said easement or other activities which might endanger the underground system. 12.Easement and the terms and conditions thereof: Grantee: Puget Sound Energy Purpose: Electric transmission and/or distribution system Area Affected: Northwesterly portion of said premises and other property Recorded: August 11, 1999 Recording Number: 19990811001847 13.Exceptions and reservations contained in deed: From: Harry H. Olson, Inc. Recorded: May 20, 1969 Recording Number: 6512634 As Follows: Reservation of oil and mineral rights 14.Easement and the terms and conditions thereof: Purpose: Stormwater pond and associated improvements and appurtenances Area Affected: A Northerly portion and other property Recorded: August 25, 2000 Recording Number: 200000825000894
Deed From:	Weyerhaeuser Real Estate Company
Deed Records Auditors File No.	20000907000538

KING COUNTY

Section:	2
Township:	25
Range:	6
Description:	That portion of Section 2, Township 25 North, Range 6 East, W.M., in King County, Washington, described as follows: Beginning at the south quarter corner of said section; thence north 85°05'38" west, 1350.85 feet; thence north 01°01'15" west, 30 17 feet to the true point of beginning, thence north 01°01'15" west, 597.12 feet; thence south 88°47'58" west, 316.33 feet; thence south 00°55'52" east, 563 17 feet; thence south 85°05'38" east, 319.03 feet to the true point of beginning; SUBJECT TO THE FOLLOWING 1.Easement and the terms and conditions referenced therein, including, but not limited to, the following: Grantee: United States of America Purpose: Electric transmission lines Area Affected: Portion of said premises Recorded: June 25, 1956 Recording Number: 4705329 2.Easement and the terms and conditions referenced therein, including, but not limited to, the following: For The Benefit Of: Owners Purpose: Ingress and egress Area Affected: A 30 foot strip through said premises Recorded: June 17, 1987 Recording Number: 8706170915 3.Reservation of all coal, oil, gas and mineral rights, and rights to explore for the same contained in deed from Weyerhaeuser Timber Co., a Washington corporation. Recorded: August 28, 1948 Recording Number: 3832932
Deed From:	Tadeusz and Danuta Kochel
Deed Records Auditors File No.	20010628001325

KING COUNTY

Section:	30
Township:	24
Range:	8
Description:	That portion of the Northwest Quarter of Section 30, Township 24 North, Range 8, East of the Willamette Meridian, King County, Washington, lying easterly of the following described line; beginning at the Northwest corner of said Section 30; thence along the North line of said Section 30, South 88°50'20" East a distance of 377.16 feet; thence South 5°49'20" East a distance of 108.05 feet; thence South 1°09'10" West a distance of 105.38 feet; thence South 6°23'10" West a distance of 178.91 feet; thence South 9°48'10" East a distance of 145.61 feet; thence South 73°13'40" East a distance of 120.70 feet; thence North 88°30'00" East a distance of 371.05 feet; thence South 55°00'00" East a distance of 227.68 feet to a point of the easterly right-of-way line of the Northern Pacific Railroad; thence along the arc of a compound curve to the right, the chord of which bears South 74°59'50" East a distance of 476.16 feet; thence continuing along said right line South 48°40'10" East a distance of 1,135.20 feet to the point of beginning; thence leaving said right-of-way line, North 41°19'50" East a distance of 140 feet, more or less, to the left bank of the Snoqualmie River and the terminus of said line; and Lying Westerly of the following described line; beginning at the center of said Section 30; thence North 0°22'10" East along the North-South centerline of said Section 1,077.88 feet to the true point of beginning; thence North 48°40'10" West 157.82 feet to the true point of beginning of the said line; thence North 42°13'20" East 120 feet to the southerly margin of South East 69th Street and the terminus of said line. Except any portion lying within the 100 foot right-of-way of the Northern Pacific Railroad and SE 69th Street.
Deed From:	Puget Western Corp.
Deed Records Auditors File No.	20030109000860

KITSAP COUNTY

Section:	31
Township:	25
Range:	2
Description:	Lots A and B of Short Plat No. 4944 recorded August 17, 1989 under Auditor's File No. 8908170129, being a portion of Government Lot 4, Section 31, Township 25 North, Range 2 East, W.M., in Kitsap County, Washington; SUBJECT TO THE FOLLOWING: 1.Easement disclosed by Commissioner's Journal, Volume 21, Pages 106, affecting portion of vacated County Road No. 321; 2.Easement for underground electric distribution system, Recording No. 8901270143; 3.Covenants, conditions, restrictions and easements contained in short plat, Recording No. 8908170129; 4.Question or location of lateral boundaries of second class tide (or shore) lands; 5.Any prohibition of or limitation of use, occupancy or improvement of the land resulting from rights of the public or riparian owners to use any portion which is now or has been formerly covered by water; 6.Any claim of right, title or interest which may be asserted by the State of Washington or the public to the beaches to accretions to the uplands; 7.Paramount rights and easements in favor of the United States for commerce, navigation, fisheries and the production of power; 8.Exceptions and Reservations contained in deed from the State of Washington, affecting tidelands, Recording No. 72708, Volume 80, Page 574; 9.Waiver of damages by reason of construction of a roadway granted to Kitsap County, Recording No. 244951, Volume 196, Page 440.
Deed From:	Charles Youdarian
Deed Records Auditors File No.	9206260100

KITSAP COUNTY

Section:	8
Township:	25
Range:	1
Description:	Lot A of Short Plat No. 2254, recorded July 29, 1980 under Auditor's No. 8007290098, described as follows: The east 410 feet of the north half of the south 15 acres of the northwest quarter of the southeast quarter, Section 8, Township 25 North, Range 1 East, W.M., in Kitsap County, Washington. SUBJECT TO THE FOLLOWING: 1.Easement and right to enter granted to USA, Recording No. 796425; 2.Easement under Recording No. 960607 and 962386; 3.Easement re underground electric, 8211220005; 4.Covenants, conditions contained in short plat No. 8007290098; 5.Agreement under Recording No. 8103060092.
Deed From:	Ralph and Pamela Martinez
Deed Records Auditors File No.	9212310021

KITSAP COUNTY

Section:	8
Township:	24
Range:	1
Description:	PARCEL I: That portion of Section 8, Township 24 North, Range 1 East, W.M., in Kitsap County, Washington, described as follows: Commencing at the Northeast corner of the Northwest quarter of the Southeast quarter of said Section 8; thence South 2°38'21" West along the East line of said Northwest quarter of the Southeast quarter a distance of 939.00 feet; thence North 88°44'43" West a distance of 540.00 feet to the True Point of Beginning; thence North 2°48'07" East a distance of 25.00 feet; thence North 88°44'43" West a distance of 436.34 feet; thence South 2°48'07" West a distance of 80.32 feet to the Northeast corner of the Southwest quarter of the Southwest quarter of the Northwest quarter of the Southeast quarter; thence North 88°44'49" West along the North line of said Southwest quarter of the Southwest quarter of the Northwest quarter of the Southeast quarter, a distance of 325.50 feet to the West line of said Southwest quarter of the Southwest quarter of the Northwest quarter of the Southeast quarter; thence South 2°51'22" West along the West line of said Southwest quarter of the Southwest quarter of the Northwest quarter of the Southeast quarter, a distance of 331.67 feet to the Northwest corner of Government Lot 1, said Section 8; thence continue South 2°51'22" West along the West line of said Government Lot 1, a distance of 331.67 feet to the Southwest corner of the North half of the North half of said Government Lot 1; thence along the South line of said North half of the North half of Government Lot 1, South 88°45'57" East a distance of 652.26 feet; thence South 2°44'52" West a distance of 331.55 feet; thence South 88°46'31" East a distance of 44.08 feet; thence South 2°44'52" West a distance of 346.10 feet to the Northeasterly right of way line of State Highway No. 21; thence South 58°31'05" East along said right of way line a distance of 57.00 feet; thence leaving said right of way, run North 2°44'52" East a distance of 374.83 feet; thence South 88°46'31" East a distance of 55.92 feet; thence North 2°44'52" East a distance of 165.77 feet; thence North 88°46'14" West a distance of 25.00 feet; thence North 2°44'52" East a distance of 165.77 feet; thence South 88°45'57" East a distance of 22.74 feet; thence North 2°51'22" East a distance a 331.54 feet to the North line of said Government Lot 1; thence North 88°45'23" West along the North line of said Government Lot 1, a distance of 37.85 feet; thence leaving the North line of said Government Lot 1, run North 2°48'07" East a distance of 386.84 feet to the True Point of Beginning. PARCEL II: An easement for ingress and egress over, along, above and across the following: A portion of the West half of the South half of the North half of Government Lot 1, Section 8 , Township 24 North, Range 1 East, W.M., in Kitsap County, Washington, described as follows: Beginning at the Northwest corner of the South half of the North half of said Government Lot 1; thence South 88°45'57" East along the North line of said South half of the North half a distance of 566.25 feet to the True Point of Beginning; thence South 45°18'23" East a distance of 115.60 feet to the East line of said West half of the South half of the North half; thence South 2°44'52" West along said East line, a distance of 67.22 feet; thence North 45°18'23" West a distance of 213.28 feet to the North line of the South half of the North half of said Government Lot 1; thence South 88°45'57" East along said North line a distance of 72.70 feet to the True Point of Beginning. ALL SUBJECT TO THE FOLLOWING: 1.Easement disclosed by instrument under Recording No. 577002; 2.Agreement re sewer, Recording No. 1083530.
Deed From:	Olympic Business Park Partners
Deed Records Auditors File No.	9401030128

KITSAP COUNTY

Section:	3
Township:	25
Range:	2
Description:	That portion of the North half of the Southwest quarter of the Southwest quarter of Section 3, Township 25 North, Range 2 East, W.M. in Kitsap County, Washington, lying Southwesterly of State Hwy #305; except that portion lying Southwesterly of a line drawn parallel to and 95 feet Southwesterly of the centerline of State Hwy #305.
Deed From:	Kitsap County
Deed Records Auditors File No.	9503140070

KITSAP COUNTY

Section:	8
Township:	24
Range:	1
Description:	Without limiting the generality of the foregoing, Grantor releases, conveys and quit-claims, Grantor's interest in that certain easement, dated as of April 27, 1953, and recorded under Kitsap County Auditor's File No. 577002. That portion of Section 8, Township 24 North, Range 1 East, W.M. in Kitsap County, Washington, described as follows: Commencing at the Northeast corner of the Northwest quarter of the Southeast quarter of said Section 8; thence South 02°38'21" West along the East line of said Northwest quarter of the Southeast quarter, a distance of 939.00 feet; thence North 88°44'43" West a distance of 540.00 feet to the true point of beginning; thence North 02°48'07" East, a distance of 25.00 feet; thence North 88°44'43" West a distance of 436.34 feet; thence South 02°48'07" West a distance of 80.32 feet to the Northeast corner of the Southwest quarter of the Southwest quarter of the Northwest quarter of the Southeast quarter; thence North 88°44'49" West along the North line of said Southwest quarter of the Southwest quarter of the Northwest quarter of the Southeast quarter, a distance of 325.50 feet to the West line of said Southwest quarter of the Southwest quarter of the Northwest quarter of the Southeast quarter; thence South 02 51'22" West along the West line of said Southwest quarter of the Southwest quarter of the Northwest quarter of the Southwest quarter, a distance of 331.67 feet to the Northwest corner of government lot 1, said Section 8; thence continue South 02°51'22" West along the west line of said government lot 1, a distance of 331.67 feet to the Southwest corner of the North half of the North half of said government lot 1; thence along the South line of said North half of the North half of government lot 1, South 88 45'57" East a distance of 493.56 feet; thence South 45°18'23" East 213.29 feet; thence South 02°44'52" West 184.79 feet; thence South 88°46'31" East 44.08 feet to the Northeasterly right-of-way line; thence South 02°44'52" West 346.10 feet of State Highway No. 21; thence South 58°30'57" East along said right-of-way line a distance of 57.02 feet; thence leaving said right-of-way, run North 02°44'52" East a distance of 374.83 feet; thence South 88°46'31" East a distance of 55.92 feet; thence North 02°44'52" east a distance of 165.77 feet; thence North 88°46'14" West a distance of 25.00 feet; thence North 02°44'52" East a distance of 165.77 feet; thence South 88°45'57" East a distance of 22.74 feet; thence North 02°51'22" East a distance of 331.54 feet to the North line of said government lot 1 ; thence North 88°45'23" West along the North line of said government lot 1, a distance of 37.85 feet; thence leaving the North line of said government lot 1, run North 02°48'07" East a distance of 386.84 feet to the true point of beginning.
Deed From:	Erwin Skelly
Deed Records Auditors File No.	3039536

KITTITAS COUNTY

Section:	11
Township:	17
Range:	18
Description:	Parcel 2, as described and/or delineated on that certain Survey as recorded May 19, 1995, in Book 21 of Surveys, at pages 1 and 2, under Auditor's File 581659, records of Kittitas County, Washington, being a portion of the Southwest ¼ of the Northwest ¼ of Section 11, Township 17 North, Range 18 East, W.M., in the County of Kittitas, State of Washington. SUBJECT TO THE FOLLOWING: 1.Easement for irrigation ditch across a portion of said premises recorded in Book A of Water Rights, page 90; 2.Easement for a permanent easement and right of way over, upon, under and across said land recorded under Auditor's File No. 160328; 3.Easement for electric transmission and distribution lines recorded under Auditor's File No. 581165 in favor of Puget Sound Power & Light Company; 4.All matters contained and/or delineated on Survey recorded under Auditor's File No. 581659; 5.Any question that may arise due to the shifting or change in the course of Doughty Ditch due to said ditch having changed its course; 6.Any prohibition or limitation on the use, occupancy, or improvements of the land resulting from the rights of the public or riparian owners to use any waters; 7.Future adjudication of Yakima County Superior Court Cause No. 77-2-01484-5 being an action to determine the right to withdraw, divert or otherwise use the surface waters of the Yakima River Drainage Basin.
Deed From:	Edward and Mary McCann
Deed Records Auditors File No.	200203150036

PIERCE COUNTY

Section:	12
Township:	19
Range:	4
Description:	Parcel A: Beginning at a point 490 feet East of the Southwest corner of the Northwest quarter of the Northeast quarter of Section 12, Township 19 North, Range 4 East of the W.M., in Pierce County, Washington; thence North 240.00 feet; thence East 160.00 feet; thence South 240.00 feet; thence West 160 feet to the point of beginning. except old Military Road. Parcel B: The East 160 feet of the West 650 feet, measured along the North line of the North 225 feet, measured parallel with the West line of the following described tract: commencing at the Southwest corner of the Northwest quarter of the Northeast quarter of Section 12, Township 19 North, Range 4 East of the W.M., in Pierce County, Washington; thence North 0°09'05" East, 15 feet to the true point of beginning; thence North 0°09'05" East 450 feet; thence South 88°41'53" East 885 feet; thence South 0°09'05" West 450 feet; thence North 88°41'53" West 885 feet to the place of beginning.
Deed From:	Albert and Mabel Bryan
Deed Records Auditors File No.	9207300475

PIERCE COUNTY

Section:	25 and 26
Township:	20
Range:	5
Description:	A portion of the James E. Williamson and Michael Connel Donation Land Claims located in Sections 25 and 26, Township 20 North, Range 5 East of the Willamette Meridian, in Pierce County Washington: Beginning at a point on the South line of Williamson Donation Land Claim, said point being South 89 Degrees 12'24" East, a distance of 1476.09 feet from the Southwest corner of said Williamson Donation Land Claim; thence North 46 Degrees 47'09" East a distance of 19.66 feet; thence North 86 Degrees 41'20" East a distance of 461.33 feet; thence South 88 Degrees 42'41" East a distance of 292.19 feet; thence South 01 Degrees 17'19" West a distance of 60.00 feet, more or less, to a point on the Northerly right-of-way of the existing Puget Sound Power & Light Company canal; thence Southwesterly on said Northerly right-of-way through the following courses: Along a 337.94 foot radius curve to the left, the radial line of which bears South 01 Degrees 19'17" West, through a central angle of 38 Degrees 04'47", an arc distance of 224.60 feet; thence South 53 Degrees 12'32" West a distance of 455.86 feet; thence along a 237.94 foot radius curve to the right, through a central angle of 08 Degrees 35'41", an arc distance of 35.69 feet; thence South 61 Degrees 48'13" West a distance of 333.38 feet, more or less, to a point 1350.00 feet East of, when measured perpendicularly, and parallel with, the West line of Connel Donation Land Claim; thence South 00 Degrees 45'32" West, on said line, a distance of 7.12 feet, more of [sic] less, to a point 552.28 feet South of the South line of the Williamson Donation Land Claim; thence North 89 Degrees 12'24" West, on a line parallel with the South line of the Williamson Donation Land Claim, a distance of 445.99 feet; thence North 46 Degrees 47'09" East a distance of 794.93 feet, more or less, to the point of beginning.
Deed From:	Linda and Daniel Reed
Deed Records Auditors File No.	9203040147

PIERCE COUNTY

Section:	1
Township:	19
Range:	4
Description:	PARCEL A: Commencing at the Southeast corner of the Northwest quarter of the Southeast quarter of Section 1, Township 19 North, Range 4 East of the W.M., in Pierce County, Washington; thence run North 80 rods, more or less, to the Northeast corner of the Northwest quarter of the Southeast quarter of said Section; thence West 450 feet to a point near the base of the bluff; thence Southwesterly along said bluff to a point on the South line of the Northwest quarter of the Southeast quarter of said Section, said point being 650 feet West of the place of beginning; thence East along said South line to place of beginning. PARCEL B: Beginning at the intersection of the center line of the Northern Pacific Railway Company right of way with the South line of the Southeast quarter of Section 1, Township 19 North, Range 4 East of the W.M., in Pierce County, Washington; thence West along said South line to the Southwest corner of said Southeast quarter; thence North along the West line of said Southeast quarter to the Northwest corner of the Southwest quarter of the Southeast quarter; thence East along the North line of said subdivision to the Northeast corner of the Southwest quarter of the Southeast quarter; thence North to the Northwest corner of the Northeast quarter of the Southeast quarter; thence East along the North line of said Northeast quarter of the Southeast quarter to the center line of the Northern Pacific Railway Company's right of way; thence South 7 45" West along said center line of railroad to the point of beginning. EXCEPT the Northern Pacific Railway Company's right of way. ALL SUBJECT TO THE FOLLOWING: 1.Second-half 1995 general taxes and surface water management charges. 2.Terms, conditions and covenants, including liability for future taxes, roll backs, penalties and interest due to change in use, breach of, or removal from the reclassification of the land as farm and agricultural, as contained in application therefor recorded under Auditor's No. 8403060195. 3.Easement for electric power transmission lines and telephone lines, including the terms, covenants and provisions thereof, in favor of United States of America, recorded under Auditor's No. 1520686. 4.Lease, including the terms, provisions, covenants and conditions thereof, between Orrin H. Shattuck and Ila Dee Shattuck, as lessor, and Kenneth Dean Scholz and Jo Ann Scholz, as lessee, dated as of December 29, 1980 and recorded under Auditor's No. 8104060225, as the same has been amended pursuant to that certain Addendum to Lease dated as of September 9, 1988 and recorded under Auditor's No. 8904100036. 5.Security interest of Northwest Farm Credit Services, ACA, as disclosed by Financing Statement filed July 1, 1993 under Auditor's No. 9307010410.
Deed From:	Ila Dee Shattuck
Deed Records Auditors File No.	9508140061

PIERCE COUNTY

Section:	32
Township:	20
Range:	6
Description:	North 60 feet of the following described property: Commencing at a point 29 1/2 rods West of the Southeast corner of Section 32, Township 20 North, Range 6 East of W.M., running thence North to the right of way of the Pacific Coast Power Company 39 rods, more or less; THENCE in a Westerly direction along the line of said right of way 33 rods, 1 foot, 6 inches; THENCE South to a point 15 rods North of the section line; THENCE East 16 rods; THENCE South 15 rods to the section line; THENCE East along the section line to the point of beginning. EXCEPT South 30 feet for road. Situate in the County of Pierce, State of Washington. SUBJECT TO THE FOLLOWING: 1.Wire fence lying 1 foot more or less South of the North line of said premises as disclosed by record of survey recorded on December 17, 1993, under Auditor's File No. 9312171020
Deed From:	Walter and Hildegard Stachelsheid
Deed Records Auditors File No.	9502160194

PIERCE COUNTY

Section:	32
Township:	20
Range:	6
Description:	The North 60 feet of the following described property: Commencing at the Southeast corner of Section 32, Township 20 North, Range 6 East, of the Willamette Meridian; THENCE running North 37 rods to Pacific Coast Power Company's right of way; THENCE in a Westerly direction along line of said right of way 29 1/2 rods; THENCE South 39 rods; THENCE East along County Road to place of beginning. EXCEPT that portion conveyed to Pierce County by instrument recorded September 26, 1977, under Auditor's File No. 2768438. Situate in the County of Pierce, State of Washington. SUBJECT TO THE FOLLOWING: 1.Easement, including the terms, covenants and provisions as may be contained therein, granted/reserved by instrument Recorded:  April 30, 1992 Auditor's File No.:  9204300585 Records of Pierce County, Washington In Favor Of: Puget Sound Power & Light Company, a Washington Corporation For:  The right to construct, operate, maintain, repair, replace and enlarge one or more electric transmission and/or distribution lines Said easement contains, among other things, the following: Covenants against interference and blasting. Rights of access for purposes of maintenance and repair. Right to cut all brush and timber and trim all trees standing or growing which constitute a menace or danger to said lands, as provided for in said easement. 2.Wire fencing lying 2 feet more or less, South of the North line of said premises as      disclosed by Record of Survey recorded on December 17, 1993, under Auditor's File      No.: 9312171020.
Deed From:	Rebecca and John Verhonick
Deed Records Auditors File No.	9502160193

PIERCE COUNTY

Section:	7
Township:	20
Range:	5
Description:	That portion of East Valley Highway East lying within or adjacent to the hereinafter described Tract "Z", and lying Easterly of a line parallel with the 40 feet Easterly of the B line shown on that certain plan map of definite location now of record and on file in the Office of the Director of Pierce County Public Works and Utilities in Tacoma, Washington, and bearing date of approval February 28, 1994, revised October 9, 1995, and bearing County Road Project No. CRP 5327, entitled P.S.P.L. Trailrace Bridge No. 7205-A, all being in Section 7, Township 20 North, Range 5 East of the W.M. in Pierce County, Washington, in the Dieringer area. Tract"Z" Lots 3 to 7 inclusive, WHITE RIVER GARDEN TRACTS, according to plat recorded in Book 7 of plats at page 100, in Pierce County, Washington; lying East of the Northern Pacific Company Right-of-Way. AND; Beginning at a point 1009.20 feet East and 701.10 feet North of the quarter section corner on the West line of Section 7, Township 20 North, Range 5 East of the W.M., in Pierce County, Washington; running thence East 200 feet; thence North 296.54 feet; thence West 184 feet; thence Southerly to place of beginning.
Deed From:	Pierce County
Deed Records Auditors File No.	N/A (Pierce County Ordinance No. 97-98)

SKAGIT COUNTY

Section:	4
Township:	34
Range:	2
Description:	That portion of the Southwest ¼ of Section 4, Township 34 North, Range 2 East, W.M., being more particularly described as follows: Commencing at the intersections of the West right-of-way line of the Thompson Road with the South right-of-way line of the Stevenson Road. Said intersection also being the Northeast corner of that certain parcel of property owned by Puget Sound Power & Light Company as shown on Survey recorded in Book 9 of Surveys at Pages 125 and 126 under Auditor's File No. 9002230003; thence North 89 degrees 51'22" West along the North line of said Puget parcel a distance of 503.42 feet to an angle point in said Puget parcel; thence South 0 degrees 57'30" West along the boundary of said Puget parcel a distance of 522.36 feet to an angle point in said Puget parcel, said angle point being the True Point of Beginning; thence South 89 degrees 59'24" West along said Puget boundary a distance of 144.67 feet to an angle point in said boundary; thence North 0 degrees 57'53" East along said Puget boundary a distance of 124.62 feet; thence South 88 degrees 13'25" East a distance of 144.65 feet to the intersection with said Puget boundary; thence South 0 degrees 57'30" West along said Puget boundary a distance of 120.11 feet to the point of beginning.
Deed From:	Judy Northcutt
Deed Records Auditors File No.	9204140092

SKAGIT COUNTY

Section:	17
Township:	34
Range:	4
Description:	Parcel A Tracts 1, 2, 3 and 4, "PARKER BUSINESS CENTER", as per plat recorded in Volume 11 of Plats, pages 91 and 96, inclusive, records of Skagit County, Washington. Parcel B That portion of the 20 foot wide private road abutting College Way on the South lying between the West line of Lot 4 and the East Line of Lot 1 produced North in the plat of "PARKER BUSINESS CENTER", as per plat recorded in Volume 11 of Plats, pages 91 to 96 inclusive.
Deed From:	MV Associates
Deed Records Auditors File No.	9307210130

SKAGIT COUNTY

Section:	19 and 20
Township:	35
Range:	5
Description:	The land referred to herein is situated in the County of Skagit, State of Washington, and is described as follows: That part of the Northeast ¼ of the Southeast ¼ of Section 19, Township 35 North, Range 5 East, W.M., lying Southeasterly of the paved highway. AND that part of the Northwest ¼ of the Southwest ¼ of Section 20, Township 35 North, Range 5 East, W.M., lying North of the County Road along the South line of said Northwest ¼ of the Southwest ¼ as conveyed to Skagit County by Deed recorded July 3, 1906 in Volume 63 of Deeds, Page 345, and South and West of the centerline of Hansen Creek, EXCEPT a tract as described as follows: Beginning at the Northeast corner of the Southeast ¼ of Section 19, Township 35 North, Range 5 East, W.M.; thence running South 88 degrees 59' West along the North line of said Southeast ¼, a distance of 131.35 feet; thence South 52 degrees 11'30" West a distance of 329.54 feet; thence South 37 degrees 48'30" East a distance of 508.4 feet; thence North 52 degrees 11'30" East a distance of 957.41 feet; thence North 50 degrees 05' West a distance of 47.48 feet to a point on the North line of said Southwest ¼ of said Section 20; thence South 88 degrees 59' West along the North line of said Southwest ¼ a distance of 640.08 feet to the point of beginning. EXCEPT from the above described premises, the West 40 acres thereof, and ALSO EXCEPT from the above described premises that portion, if any, lying West of the West line of the East 12.80 acres of the Northwest ¼ of the Southwest ¼ of said Section 20, lying Southwesterly of Hanson Creek. ALSO EXCEPT that portion conveyed to Skagit County for road purposes by Deed recorded June 24, 1947, under Auditor's File No. 405887.
Deed From:	Vergil and Rosalie Van Fleet
Deed Records Auditors File No.	9312210137

SKAGIT COUNTY

Section:	4
Township:	34
Range:	2
Description:	That portion of the Southwest 1/4 of Section 4, Township 34 North, Range 2 East, W.M., being more particularly described as follows: Commencing at the intersections of the West right-of-way line of the Thompson Road with the South right-of-way line of the Stevenson Road. Said intersection also being the Northeast corner of that certain parcel of property owned by Puget Sound Power & Light Company as shown on Survey recorded in Book 9 of Surveys at Pages 125 and 126, under Auditor's File No. 9002230003; thence North 89 degrees 51'22" West a long the North line of said Puget parcel a distance of 503.42 feet to an angle point in said Puget parcel and the true point of beginning; thence South 89 degrees 51'22 " East along the South line of Stevenson Road a distance of 56.14 feet; thence South 0 degrees 57'30" West a distance of 315.72 feet; thence North 89 degrees 02'30" West a distance of 56.13 feet to a point on the East line of that certain tract of land conveyed under Auditor's File No. 8411200012; thence South 0 degrees 57'30" West along the East line of said tract a distance of 87.33 feet; thence North 88 degrees 13'25" West a distance of 144.65 feet to a point on the West line of said Tract described under Auditor's File No. 8411200012; thence North 0 degrees 57'53" East a distance of 398.12 feet, more or less, to the South line of Stevenson Road; thence South 89 degrees 51'22" East along the South line of Stevenson Road a distance of 145 feet, more or less, to the point of beginning.
Deed From:	Judy Northcutt
Deed Records Auditors File No.	9411070076

SKAGIT COUNTY

Section:	5
Township:	34
Range:	4
Description:	Lot 5, Burlington Binding Site Plan No. 2-97, approved July 14, 1997, recorded December 18, 1997, under Auditor's File No. 9712180060, filed in Volume 13 of Short Plats, pages 67 - 68, being portion of the Southwest ¼ of the Southwest ¼ of Section 5, Township 34 North, Range 4 East, W.M.
Deed From:	Lakha Investments Co. LLC
Deed Records Auditors File No.	200109250065

SNOHOMISH COUNTY

Section:	25
Township:	29
Range:	5
Description:	The South 400 feet lying East of the East line of that certain easement granted to the City of Seattle as filed under Snohomish County Recording No. 299747 of the following described property: All that portion of tracts 38, 39 and 40, Plat of Glenwood Division "A", according to the plat thereof recorded in Volume 7 of Plats, page 46, Records of Snohomish County, Washington, described as follows: Beginning at the Southwest corner of tract 38, Plat of Glenwood Division "A"; thence running North along West line of tracts 38, 39 and 40 to the Northwest corner of tract 40; thence East along North line of tract 40, 434.14 feet; thence South to a point on the South line of tract 38, 435.32 feet East of the Southwest corner of tract 38; thence West along South line of tract 38 to the point of beginning. Together with a 20 foot wide easement for ingress and egress over and across a portion of lots 38, 39 & 42 of said Plat of Glenwood Division "A" lying East of the West margin of the Bonneville Snohomish-Arlington Transmission Line right-of-way; and West of the East margin of Seattle City Light Skagit Transmission Line right-of-way and South of the North margin of the Bonneville Power Administration Sedro Wooley Tap to Chief Joseph-Snohomish No. 2 Transmission Line right-of-way. Situate in the County of Snohomish, State of Washington. SUBJECT TO THE FOLLOWING: 1.Right to enter said premises to make repairs and the right to cut brush and trees which constitute a menace or danger to utility lines located on property adjoining said premises as granted by instrument recorded under Recording Number 299747. (affects portion of lots 38, 39, AND 40) 2.Easement and the terms and conditions thereof: Grantee: United States of America and Its Assigns Purpose: Transmission Lines Area Affected: A strip of land 100 feet in width lying 50 feet on either side of and parallel with the survey line of the United States of America for its Bonneville Power Administration's Sedro Woolley Tap To Chief Joseph-Snohomish No. 2 Transmission Line Recorded: October 13, 1967 Recording Number: 1991322
Deed From:	Doo Young and Shannon Chang
Deed Records Auditors File No.	9510260028

SNOHOMISH COUNTY

Section:	35
Township:	31
Range:	4
Description:	Parcel A: The East 200 00 feet of Lot 3 in Block 2 of Plat of Loma Lake, according to plat recorded in Volume 13 of Plats at page(s) 24 through 27, inclusive, in Snohomish County, Washington, except the south 160 feet thereof. Parcel B: A non-exclusive easement for ingress, egress, utility and telephone system operation purposes over, under, across, and through the following described tract of land Commencing at the most Westerly corner of said Lot 3 in Block 2 of Plat of Loma Lake according to plat recorded in Volume 13 of Plats at page(s) 24 through 27, inclusive, in Snohomish County, Washington thence North 60°24'30" East along the Easterly right of way of 150th Place NW (a county road) a distance of 69.35 feet to the true point of beginning; Thence continuing North 60°24'30" East along the Easterly right of way of said 150th Place NW, a distance of 27.58 feet; Thence South 54°32'14" East parallel with the Northerly line of said Lot 3 a distance of 752.20 feet to a point on the West line of the East 200.00 feet of said Lot 3; Thence South 16°5'6" West along the West line of the East 200.00 feet of said Lot 3 a distance of 26 50 feet to a point that bears South 54°32'14" East from the true point of beginning; Thence North 54°32'14" West parallel with the Northerly line of said Lot 3 a distance of 772 62 feet to the true point of beginning Parcel C: An easement for ingress, egress, utility and telephone system operation purposes over, under, across, and through the following described property as created in statutory warranty deed recorded under Recording No. 8601240197. The North 35 feet of the West 30 feet of the South 160 of the East 200 feet of Lot 3 in Block 2 of Plat of Loma Lake according to plat recorded in Volume 13 of Plats at page(s) 24 through 27, inclusive, in Snohomish County, Washington
Deed From:	Sprint Communications Co. L.P.
Deed Records Auditors File No.	200202070331

THURSTON COUNTY

Section:	4
Township:	17
Range:	2
Description:	That part of the South half of the Southeast quarter of Section 4, Township 17 North, Range 2 West, W.M., described as follows: Beginning at a point on the South line of the county road known as Israel Road 272.3 feet West of its intersection with the Westerly line of secondary State Highway No. 1-M; thence running West along the said Westerly line of Israel Road 450 feet; thence South 526 feet; thence East 270 feet to the said Westerly line of highway; thence Northeasterly along the said Westerly line 273 feet; thence North 320 feet to the point of beginning in Thurston County, Washington. SUBJECT TO THE FOLLOWING: 1.Easement and conditions contained therein as granted in instrument: Recorded:  May 22, 1974 Recording No.:  913298 In Favor Of:  Puget Sound Power & Light Company, a Washington                corporation For:  Electric transmission and distribution line and appurtenances thereto Affects:  A portion of said land 2.Easement and conditions contained therein as granted in instrument: Recorded:  July 8, 1982 Recording No.:  8207080058 In Favor Of:  Puget Sound Power & Light Company, a Washington                corporation For:  Electric transmission and distribution line and appurtenances thereto Affects:  The Northerly 20 feet
Deed From:	Camille Brock
Deed Records Auditors File No.	9212300169

THURSTON COUNTY

Section:	1
Township:	18
Range:	1
Description:	Lot 1 of Binding Site Plan No. BSP-020006 LA as recorded May 27, 2003 under Recording No. 3535174; Together with that portion of the Southeast quarter of Section 1, Township 18 North, Range 1 West, W.M., contained within a strip of land 50 feet in width, the sidelines of which are 25.00 feet on each side of the following described centerline: Commencing at the Southeast corner of the Northeast quarter of the Southeast quarter of said Section; thence North 01 degrees 56'06" East, along the East line of said Section, 5.00 feet to the point of beginning; thence North 88 degrees 03'54" West 283.37 feet; thence North 53 degrees 09'52" West 270.23 feet; thence North 01 degrees 56'06" East 100.39 feet; thence North 70 degrees 24'18" East 302.68 feet; thence South 88 degrees 03'54" East 223.43 feet to the East line of said Section 1 and the end of this centerline description. Excepting therefrom the East 30 feet for Meridian Road NE. Situate in the City of Lacey, County of Thurston, State of Washington. SUBJECT TO THE FOLLOWING: 1.Reservations of all coal and minerals. Recording No.: 596230 Pursuant To: Affidavit recorded under Recording No. 8811170065, said mineral rights include sand and gravel. In connection therewith we note statutory warranty deed recorded October 2, 1990 under Recording No. 9010020163. 2.All covenants, conditions, restrictions, reservations, easements or other servitudes, if any, disclosed by the survey recorded under Recording No. 8201080002. Rights or benefits, if any, which may be disclosed by the recorded document(s) above affecting land outside the boundary described in Schedule A. 3.All covenants, conditions, restrictions, reservations, easements or other servitudes, if any, disclosed by the survey recorded under Recording No. 8204020004. Rights or benefits, if any, which may be disclosed by the recorded document(s) above affecting land outside the boundary described in Schedule A. 4.Easement and the terms and conditions thereof: Grantee: South Sound Utility Co., Inc., Purpose: A right of way for the construction, maintenance, use, operation, repair and replacements of water transmission lines Area Affected: A portion of said premises Recorded: July 14, 1986 Recording No.: 8607140034 5.Covenants, conditions and restrictions imposed by instrument recorded on April 8, 1993, under Recording No. 9304080184, including, but not limited to, liability for assessments levied by the community association, and rights or benefits which may be disclosed affecting land outside the boundary described in Schedule A. 6.Covenants, conditions and restrictions imposed by instrument recorded on April 8, 1993, under Recording No. 9304080186 and modified by instrument recorded under Recording No(s). 9306160055, 9306160058, 3232741, 3357955, 3363604 and 3363605, including, but not limited to, liability for assessments levied by the community association, and rights or benefits which may be disclosed affecting land outside the boundary described in Schedule A. 7.Provisions contained in the Articles of Incorporation and Bylaws of Meridian Campus Commercial Owners' Association. 8.All covenants, conditions, restrictions, reservations, easements or other servitudes, if any, disclosed by the survey recorded under Recording No. 3990346. Rights or benefits, if any, which may be disclosed by the recorded document(s) above affecting land outside the boundary described in Schedule A. 9.Easement and the terms and conditions thereof: Grantee: City of Lacey, a municipal corporation Purpose: Utilities and related rights Area Affected: A portion of said premises Recorded: August 15, 2002 Recording No.: 3454949   10.Right to make necessary slopes for cuts or fills upon the land herein described as granted to City of Lacey, a municipal corporation by deed recorded under Recording No. 3462474.   11.Easement and the terms and conditions thereof:      Grantee: City of Lacey, a municipal corporation      Purpose: Utilities and related rights      Area Affected: A portion of said premises      Recorded: December 2, 2002      Recording No.: 3482260
Deed From:	Vicwood Meridian Partnership
Deed Records Auditors File Nos.	3538428 and 3538426

WHATCOM COUNTY

Section:	30
Township:	38
Range:	3
Description:	Lot 1, "ENSERCH/Georgia Pacific Short Plat Amended", according to the map thereof recorded Book 27, of Short Plats, Pages 29 & 30, records of Whatcom County and filed under Auditor's File No. 921027178 Parcel One A portion of Lot 1, "ENSERCH/Georgia Pacific Short Plat Amended", according to the map thereof recorded Book 27, of Short Plats, Pages 29 & 30, records of Whatcom County and filed under Auditor's File No. 921027178, said portion of Lot 1 being more particularly described as follows: Commencing at a brass disk, set in concrete, at the intersection of the center lines of Cornwall Avenue and Vacated Laurel Street; thence along the center line of said Cornwall Avenue South 45°45'27" West, 295.02 feet; thence at right angles North 44°14'33" West, 40.00 feet to a point on the Northwest right-of-way line of said Cornwall Avenue, said point being the most Southerly corner point of Lot 2, and the most Easterly corner point of Lot 1, of said "ENSERCH/Georgia Pacific Short Plat Amended", thence along said right-of-way line South 45°45'27" West, 27.99 feet; thence leaving said right-of-way line North 44°14'33" West, 28.50 feet; thence parallel with said Cornwall Avenue right-of-way line South 45°45'27" West, 15.50 feet; to the True Point of Beginning; thence continuing parallel with said Cornwall Avenue right-of-way line South 45°45'27" West, 111.00 feet; thence North 44°14'33" West, 204.50 feet; thence North 45°45'27" East, 104.65 feet; thence South 89°14'33" East, 30.90 feet; thence South 44°14'33" East, 157.65 feet; thence South 12°26'37" East, 29.42 feet to the True Point of Beginning. All in the City of Bellingham, Whatcom County, Washington. Parcel Two A portion of Lot 1, "ENSERCH/Georgia Pacific Short Plat Amended", according to the map thereof recorded in Book 27, of Short Plats, Pages 29 & 30, of Whatcom County and filed under Auditor's File No. 921027178, said portion of Lot 1 being more particularly described as follows: Commencing at a brass disk, set in concrete, at the intersection of the center lines of Cornwall Avenue and Vacated Laurel Street; thence along the center line of said Cornwall Avenue South 45°45'27" West, 295.02 feet; thence at right angles North 44°14'33" West, 40.00 feet to a point on the Northwest right-of-way line of said Cornwall Avenue, said point being the most Southerly corner point of Lot 2, and the most Easterly corner point of Lot 1, of said "ENSERCH/Georgia Pacific Short Plat Amended", thence along said right-of-way line South 45°45'27" West, 27.99 feet to the True Point of Beginning; thence continuing along said right-of-way line South 45°45'27" West, 126.50 feet; thence North 44°14'33" West 28.50 feet to the most Southerly corner of "Parcel One" (as described in Exhibit B-1 hereto); thence along the Southeast line of said Parcel One, North 45°45'27" East, 126.50 feet; thence South 44°14'33" East, 28.50 feet to said Cornwall Avenue Northwest right-of-way line to the True Point of Beginning. All in the City of Bellingham, Whatcom County, Washington. Parcel Three A portion of Lot 1, "ENSERCH/Georgia Pacific Short Plat Amended", according to the map thereof recorded in Book 27, of Short Plats, Pages 29 & 30, records of Whatcom County and filed under Auditor's File No. 921027178, said portion being more particularly described as follows: Commencing at a brass disk, set in concrete, at the intersection of the center lines of Cornwall Avenue and Vacated Laurel Street; thence along the center line of said Cornwall Avenue South 45°45'27" West, 295.02 feet; thence at right angles North 44°14'33" West, 40.00 feet to a point on the Northwest right-of-way line of said Cornwall Avenue, said point being the most Southerly corner point of Lot 2, and the most Easterly corner point of Lot 1, of said "ENSERCH/Georgia Pacific Short Plat Amended", thence along said right-of-way line South 45°45'27" West, 27.99 feet; thence leaving said right-of-way line North 44°14'33" West, 18.50 feet to the True Point of Beginning; thence South 45°45'27" West, 126.50 feet parallel to the Southeast line of "Parcel One" (as described in Exhibit B-1 hereto); thence North 44°14'33" West, 10.00 feet to the Southwest corner of said Parcel One; thence along the Southeast line of said Parcel One extended North 45°45'27" East, 136.50 feet; thence South 44°14'33" East, 10.00 feet; thence South 45°45'27" West, 10.00 feet to the True Point of Beginning. All in the City of Bellingham, Whatcom County, Washington. Parcel Four A portion of Lot 1, "ENSERCH/Georgia Pacific Short Plat Amended", according to the map thereof recorded in Book 27, of Short Plats, Pages 29 & 30, records of Whatcom County and filed under Auditor's File No. 921027178, said portion being more particularly described as follows: Commencing at a brass disk, set in concrete, at the intersection of the center lines of Cornwall Avenue and Vacated Laurel Street; thence along the center line of said Cornwall Avenue South 45°45'27" West, 295.02 feet; thence at right angles North 44°14'33" West, 40.00 feet to a point on the Northwest right-of-way line of said Cornwall Avenue, said point being the most Southerly corner point of Lot 2, and the most Easterly corner point of Lot 1, of said "ENSERCH/Georgia Pacific Short Plat Amended", thence along said right-of-way line South 45°45'27" West, 27.99 feet; thence leaving said right-of-way line North 44°14'33" West, 28.50 feet; thence parallel with the Northwest right-of-way line of said Cornwall Avenue South 45°45'27" West, 126.50 feet to the most Southerly corner point of "Parcel One" (as described in Exhibit B-1 hereto); and the True Point of Beginning; thence South 44°14'33" East, 5.00 feet; thence South 45°45'27 West, 5.00 feet; thence parallel with the Southwest line of said Parcel One, North 44°14'33" West, 214.50 feet; thence parallel with the Northwest line of said Parcel One, North 45°45'27" East, 101.50 feet; thence at right angles, South 44°14'33" East, 5 feet; to a point on the Northwest line of said Parcel One; thence along said Northwest line South 45°45'27" West, 96.50 feet to the Northwest corner point of said Parcel One; thence along the Southwest line of said Parcel One South 44°14'33" East, 204.50 feet to the Southwest corner of said Parcel One and the True Point of Beginning. All in the City of Bellingham, Whatcom County, Washington. Parcel Five A portion of Lot 1, "ENSERCH/Georgia Pacific Short Plat Amended", according to the map thereof recorded in Book 27, of Short Plats, Pages 29 & 30, records of Whatcom County and filed under Auditor's File No. 921027178, said portion being more particularly described as follows: Commencing at a brass disk, set in concrete, at the intersection of the center lines of Cornwall Avenue and Vacated Laurel Street; thence along the center line of said Cornwall Avenue South 45°45'27" West, 295.02 feet; thence at right angles North 44°14'33" West, 40.00 feet to a point on the Northwest right-of-way line of said Cornwall Avenue, said point being the most Southerly corner of Lot 2, and the most Easterly corner of Lot 1, of said "ENSERCH/Georgia Pacific Short Plat Amended", and the True Point of Beginning; thence along the Southwesterly line of said Lot 2, North 44°16'53" West, 84.39 feet to an interior corner point between said Lots 1 and 2; thence extending North 44°16'53" West, 179.61 feet; thence South 45°45'27" West, 57.81 feet; thence South 44°14'33" East, 31.00 feet to the Northwest line of "Parcel One" (as described in Exhibit B-1 hereto); thence along said Northwest line North 45°45'27" East, 8.15 feet; thence South 89°14'33" East, 30.90 feet; thence along the Northeast line of said Parcel One South 44°14'33" East, 157.65 feet; thence South 12°26'37" East, 29.42 feet to a point on the Southeast line of said Parcel One; thence parallel to the Northwest right-of-way line of said Cornwall Avenue North 45°45'27" East, 15.50 feet; thence South 44°14'33" East, 28.50 feet to the Northwest right-of-way line of said Cornwall Avenue; thence along said right-of-way line North 45°45'27" East, 27.99 feet; to the True Point of Beginning. All in the City of Bellingham, Whatcom County, Washington. Parcel Six A portion of Lot 1, "ENSERCH/Georgia Pacific Short Plat Amended", according to the map thereof recorded in Book 27, of Short Plats, Pages 29 & 30, records of Whatcom County and filed under Auditor's File No. 921027178, said portion being more particularly described as follows: Commencing at a brass disk, set in concrete, at the intersection of the center lines of Cornwall Avenue and Vacated Laurel Street; thence along the center line of said Cornwall Avenue South 45°45'27" West, 295.02 feet; thence at right angles North 44°14'33" West, 40.00 feet to a point on the Northwest right-of-way line of said Cornwall Avenue, said point being the most Southerly corner point of Lot 2, and the most Easterly corner point of Lot 1, of said "ENSERCH/Georgia Pacific Short Plat Amended", thence along said right-of-way line South 45°45'27" West, 27.99 feet to the True Point of Beginning; thence leaving said right-of-way line North 44°14'33" West, 53.50 feet to a point on the Northeast line of "Parcel One" (as described in Exhibit B-1 hereto); thence continuing along said Northeast line North 44°14'33" West, 157.65 feet; thence North 89°14'33" West, 30.90 feet to a point on the Northwest line of said Parcel One; thence along said Northwest line South 45°45'27" West, 8.15 feet; thence North 44°14'33" West, 5.00 feet; thence North 45°45'27" East, 40.00 feet; thence parallel with the Northeast line of said Parcel One extended South 44°14'33" East, 238.00 feet to a point on the Northwest right-of-way line of said Cornwall Avenue; thence along said right-of-way line South 45°45'27" West, 10.00 feet to the True point of beginning. All in the City of Bellingham, Whatcom County, Washington. Parcel Seven That portion of Lot 1, "ENSERCH/Georgia Pacific Short Plat Amended", according to the map thereof recorded Book 27, of Short Plats, Pages 29 & 30, records of Whatcom County and filed under Auditor's File No. 921027178, EXCEPT that portion of Lot 1 being more particularly described as follows: Commencing at a brass disk, set in concrete, at the intersection of the center lines of Cornwall Avenue and Vacated Laurel Street; thence along the center line of said Cornwall Avenue South 45°45'27" West, 295.02 feet; thence at right angles North 44°14'33" West, 40.00 feet to a point on the Northwest right-of-way line of said Cornwall Avenue, said point being the most Southerly corner point of Lot 2, and the most Easterly corner point of Lot 1, of said "ENSERCH/Georgia Pacific Short Plat Amended", thence along said right-of-way line South 45°45'27" West, 27.99 feet; thence leaving said right-of-way line North 44°14'33" West, 28.50 feet; thence parallel with said Cornwall Avenue right-of-way line South 45°45'27" West, 15.50 feet; to the True Point of Beginning; thence continuing parallel with said Cornwall Avenue right-of-way line South 45°45'27" West, 111.00 feet; thence North 44°14'33" West, 204.50 feet; thence North 45°45'27" East, 104.65 feet; thence South 89°14'33" East, 30.90 feet; thence South 44°14'33" East, 157.65 feet; thence South 12°26'37" East, 29.42 feet to the True Point of Beginning. All in the City of Bellingham, Whatcom County, Washington.
Deed From:	Encogen
Deed Records Auditors File No.	N/A (Whatcom County Superior Court Cause No. 93-2-01358-9); condemnation

WHATCOM COUNTY

Section:	20
Township:	40
Range:	3
Description:	That portion of the "ALLEY" situated in the South ½ of the Northeast ¼ of Section 20, Township 40 North, Range 3 East of W.M., described as follows: Beginning on the westerly line of Lot 1, Block 1, "Hawley and Lawlence's Addition to Lynden, "Whatcom County" WA, as per the map thereof, recorded in Book 1 of Plats, Page 46, in the Auditor's Office of said County and State, at a point where the north line of the alley intersects said westerly line of said Lot 1; thence southwesterly along the said westerly line of said Lot 1 to the intersection of the southerly line of said alley with the westerly line of said Lot 1; thence westerly along the southerly line of said alley to the northwesterly corner of a tract of land conveyed to Puget Sound Energy, Inc. (formerly known as Puget Sound Power & Light Company) by Deed recorded under Whatcom County Recording No. 1529480; thence northerly at right angles to Front Street to the north line of said alley; thence easterly to the point of beginning. (Commonly described as the portion of the alley north of the address 127 Front Street, Lynden, Washington)
Deed From:	Nellie Bouma
Deed Records Auditors File No.	2000802458

ARTICLE ONE

MISCELLANEOUS

SECTION 1.01

This Eightieth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and shall form a part thereof, and the Indenture, as hereby supplemented and modified, is hereby confirmed. Except to the extent inconsistent with the express terms hereof, all the provisions, terms, covenants, and conditions of the Indenture shall be applicable to the Bonds of the New Series to the same extent as if specifically set forth herein.

SECTION 1.02

The Trustee has accepted the amendment of the Indenture effected by this Eightieth Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect of any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (a) the validity or sufficiency of this Eightieth Supplemental Indenture or any of the terms or provisions hereof, (b) the proper authorization hereof by the Company by corporate action or otherwise, and (c) the due execution hereof by the Company.

SECTION 1.03

The Company covenants that it is lawfully seized and possessed of all the trust estate at the date of the execution of the Eightieth Supplemental Indenture except as in the Indenture otherwise stated or permitted; that on said date the trust estate is free and clear from all liens and encumbrances other than permitted encumbrances, except as in the Indenture otherwise stated or permitted; that the Company will warrant and forever defend the trust estate and the title thereto to the Trustee against the claims of all persons whomsoever except as in the Indenture otherwise stated or permitted; that it will maintain and preserve the lien of the Indenture, as a first mortgage lien, except as in the Indenture otherwise stated or permitted so long as any of the Bonds issued under the Indenture are outstanding; and that it has good right and lawful authority to subject said property to the lien of the Indenture, as provided in and by the Indenture.

SECTION 1.04

This Eightieth Supplemental Indenture may be executed in several counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

SECTION 1.05

Although this Eightieth Supplemental Indenture is dated for convenience and for the purpose of reference as of April 30, 2004, the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgments hereto annexed.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Eightieth Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents or its Treasurer or Assistant Treasurer and its corporate seal to be hereunto affixed and attested by its Secretary or one of its Assistant Secretaries, all on April 30, 2004, but as of the day and year first above written.

	PUGET SOUND ENERGY, INC.
	By:  /s/ James W. Eldredge
	James W. Eldredge Vice President Corporate Secretary, Controller, and Chief Accounting Officer
Attest:
/s/ Michael J. Stranik Michael J. Stranik Assistant Corporate Secretary and Assistant Controller

STATE OF WASHINGTON	)
	)ss:
COUNTY OF KING	)

On this 30th day of April, 2004, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared James W. Eldredge, to me known to be the Vice President Corporate Secretary, Controller, and Chief Accounting Officer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.

/s/ Carol A. Nelson

Notary Name: Carol A. Nelson

Notary Public in and for the State of

Washington, residing at Redmond, Washington

My Commission expires 7-20-05

STATE OF WASHINGTON	)
	)ss:
COUNTY OF KING	)

On this 30th day of April, 2004, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Michael J. Stanik, to me known to be the Assistant Corporate Secretary and Assistant Controller of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.

/s/ Carol A. Nelson

Notary Name: Carol A. Nelson

Notary Public in and for the State of

Washington, residing at Redmond, Washington

My Commission expires 7-20-05

EX-10.52

Exhibit 10.52

CHANGE OF CONTROL AGREEMENT

AGREEMENT by and between Puget Sound Energy, Inc., a Washington corporation (the "Company"), and ERIC M. MARKELL (the "Executive"), dated as of the 7th day of May 2003.

The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 2) of the Company. The Board believes that it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied, which are competitive with those of other corporations and which align the Executive's interests with those of the Company's shareholders. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Certain Definitions

(a)"Accrued Obligations" is defined in Section 6(a)(i).

(b)"Affiliated Company" means any company controlled by, controlling or under common control with the Company.

(c)"Annual Base Salary" means an annual base salary at least equal to 12 times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect to the 12-month period immediately preceding the month in which the Effective Date occurs.

(d)"Annual Bonus" is defined in Section 4(b)(ii).

(e)"Business Combination" means (i) a reorganization, exchange of securities, merger or consolidation of the Company or (ii) the sale or other disposition of all or substantially all the assets of the Company.

(f)"Change of Control" is defined in Section 2.

(g)The "Change of Control Period" means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the first anniversary of the date hereof and on each successive anniversary (each a “Renewal Date”), the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company gives notice to the Executive that the Change of Control Period shall not be so extended.

(h)"Code" means the Internal Revenue Code of 1986, as amended.

(i)"Date of Termination" is defined in Section 5(f).

(j)"Disability" is defined in Section 5(a).

(k)"Disability Effective Date" is defined in Section 5(a).

(l)"Effective Date" means the first date during the Change of Control Period on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment.

(m)"Employment Period" is defined in Section 3.

(n)"Exchange Act" means the Securities Exchange Act of 1934, as amended.

(o)"Good Reason" is defined in Section 5(d).

(p)"Incentive Plan" means the Company's 1995 Long-Term Incentive Compensation Plan or any successor plan.

(q)"Incumbent Director" means a member of the Board who has been either (i) nominated by a majority of the directors of the Company then in office or (ii) appointed by directors so nominated, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(r)"Notice of Termination" is defined in Section 5(e).

(s)"Other Benefits" is defined in Section 6(a)(iv).

(t)"Outstanding Company Common Stock" means the shares of Common Stock of the Company ("Common Stock") outstanding at the time of the determination.

(u)"Outstanding Company Voting Securities" means the combined voting power of the outstanding voting securities of the Company entitled to vote generally in the election of directors at the time of the determination.

(v)"Person" means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d) of the Exchange Act).

(w)"Retirement Plan" means the Company's qualified pension plan or any successor plan thereto.

(x)"SERP" means the Company's Supplemental Executive Retirement Plan or any other supplemental and/or excess retirement plan or agreement of the Company and its affiliated companies providing benefits for the Executive.

(y)"Welfare Benefit Continuation" is defined in Section 6(a)(ii).

2. Change of Control

For the purpose of this Agreement, a "Change of Control" means:

(a)The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) 20% or more of either (A) the Outstanding Company Common Stock or (B) the Outstanding Company Voting Securities; provided, however, that the following acquisitions of beneficial ownership shall not constitute a Change of Control: (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any corporation pursuant to a Business Combination, if, following such Business Combination, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Section 2 are satisfied; or

(b)A "Board Change" which, for purposes of this Agreement, shall have occurred if a majority of the seats (other than vacant seats) on the Board are occupied by individuals who were neither (i) nominated by a majority of the Incumbent Directors nor (ii) appointed by directors so nominated; or

(c)Approval by applicable regulatory agencies of a Business Combination unless immediately following such Business Combination, (i) more than 60% of the then outstanding shares of common stock of the corporation resulting from or effecting such Business Combination and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination in substantially the same proportion as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from or effecting such Business Combination and any Person beneficially owning, immediately prior to such Business Combination, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from or effecting such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from or effecting such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or action of the Board providing for such Business Combination.

3. Employment Period

The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, in accordance with the terms and provisions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the "Employment Period"), in the executive capacity of Senior Vice President Energy Resources and Planning, or a substantially comparable position of the Company, responsible for, among other things, determining near term and long term energy resource needs and acquiring resources to meet those needs; planning, organizing, directing and controlling the long term operations, maintenance, protection and improvement of power production facilities and acquisition, storage and transportation of natural gas supply; supply contract evaluation, negotiation and performance monitoring; and, subject to the general supervision of the Board as required by the Washington Business Corporation Act, such other duties and responsibilities as are not inconsistent with the express terms of this Agreement. The Company agrees that it will not take any action, or make any demands on the Executive, that may be deemed to arbitrarily, unreasonably or unnecessarily interfere with the performance of the services to be rendered by the Executive hereunder.

4. Terms of Employment

(a)Position and Duties.

(i)During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be in accordance with Section 3 and (B) the Executive's services shall be performed within the Seattle/Bellevue metropolitan area, except for required travel in the Company's business to the extent consistent with the Executive's duties in Section 3.

(ii)During the Employment Period, and excluding any periods of paid time off to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid in equal installments on a monthly basis, at least equal to 12 times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. For purposes of this Agreement, Annual Base Salary shall not include any payments by the Company on the Executive's behalf pursuant to any incentive, savings or retirement plans, any welfare benefit plans or any fringe benefit plans, in each case, of the Company or any affiliated company, of the type identified in paragraphs (iii) through (vii) of this Section 4(b), or any reimbursement of expenses by the Company or any affiliated company in accordance with paragraph (v) of this Section 4(b). During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase, and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii)Annual Bonus. In addition to Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, a target annual bonus (the “Annual Bonus”) in cash at least equal to the greater of (A) the Executive’s target annual bonus in effect on the Effective Date and (B) the average (annualized for any fiscal year in which the Executive has been employed by the Company for less than 12 full months) target bonus for which the Executive was eligible in the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs. Each such Annual Bonus earned shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is earned unless the Executive shall elect to defer the receipt of such Annual Bonus.

(iii)Incentive, Savings and Retirement Plans.

(A)During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies (including, without limitation, the plans in effect on the date of this Agreement or any successor plans), but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, that are less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other executives of the Company and its affiliated companies.

(B)Upon the Effective Date the Executive shall become vested under the Company's Supplemental Executive Retirement Plan ("SERP") so that the Executive shall be entitled to receive a Retirement Benefit (as defined in the SERP) at age 62 or, at the election of the Executive, at any age between 55 and 62 a Retirement Benefit reduced one-third percent (1/3%) for each month that benefits commence prior to the beginning of the month coincident with or next following the date the Executive would attain age 62.

(iv)Equity Incentive Plans.

(A)Any outstanding stock options or stock appreciation rights issued to the Executive under the Company's existing plans or any successor plan shall become fully vested and exercisable on the Effective Date. All restrictions on shares of restricted stock issued to the Executive shall lapse.

(B)with respect to all performance awards granted to the Executive pursuant to the Incentive Plan or any successor plan that are outstanding immediately prior to the Effective Date, the Company shall issue to the Executive within 30 days after the Effective Date:

 (i)if the Change of Control is not being accounted for as a pooling of interests, cash equal to the higher of (1) the average of the last sale prices of the Company's (or its successor's) Common Stock on the New York Stock Exchange in each of the twenty business days preceding the Effective Date or (2) the highest price per share actually paid for any of the Company Common Stock in connection with the Change in Control, multiplied by an aggregate number of shares of the Company's Common Stock (or, if the event that triggered the Effective Date is a Business Combination, the equivalent number of shares of the then outstanding common stock of the corporation resulting from or effecting such Business Combination into which such shares of Common Stock have been converted) equal to the greater of (x) the total number of the shares payable at the target award level upon full vesting of each such performance award and (y) such higher number of shares payable upon full vesting of each such award if the Company achieved for each four-year award cycle the percentile ranking against the comparable universe of EEI companies which the Company had achieved for the applicable cycle during the period commencing upon the starting year of such cycle and ending with the fiscal quarter immediately preceding the Effective Date; or

 (ii)if the Change of Control is being accounted for as a pooling of interests, an aggregate number of shares of the Company's Common Stock (or, if the event that triggered the Effective Date is a Business Combination, the equivalent number of shares of the then outstanding common stock of the corporation resulting from or effecting such Business Combination into which such shares of Common Stock have been converted) equal to the greater of (x) the total number of the shares payable at the target award level upon full vesting of each such performance award and (y) such higher number of shares payable upon full vesting of each such award if the Company achieved for each four-year award cycle the percentile ranking against the comparable universe of EEI companies which the Company had achieved for the applicable cycle during the period commencing upon the starting year of such cycle and ending with the fiscal quarter immediately preceding the Effective Date; and

 (iii)cash equal to the amount of the dividend equivalents associated with the number of shares determined under subparagraph (i) or (ii) above, in accordance with the Incentive Plan.

(v)Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, dental, disability, salary continuance, life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(vi)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii)Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

   (ix)Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5. Termination of Employment

(a)Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30^th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 120 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be unreasonably withheld).

(b)Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), for a period of 30 days after written notice of demand for substantial performance has been delivered to Employee by the Board of Directors which specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (ii) the willful engaging by Employee in gross misconduct materially and demonstrably injurious to the Company, as determined by the Board of Directors after notice to Employee and an opportunity for a hearing. No act, nor failure to act, on Employee's part shall be considered "willful" unless he has acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interests of the Company.

(c)Without Cause. The Company may terminate the Executive's employment at any time during the Employment Period without Cause.

(d)Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean

 (i)the assignment to the Executive of any duties inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibility as contemplated by Sections 3 and 4(a) or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

 (ii)any failure by the Company to comply with any of the provisions of Section 4(b), other than an isolated, insubstantial and inadvertent failure not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

 (iii)the Company's requiring to be based at any location other than that described in Section 4(a)(i)(B);

 (iv)any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or

 (v)any failure by the Company to comply with and satisfy Section 11(c), provided that such successor has received at least ten days' prior written notice from the Company or the Executive of the requirements of Section 11(c).

For purposes of this Section 5(c), any good faith determination of Good Reason made by the Executive shall be conclusive.

(e)Notice of Termination. Any termination by the Company for Cause or without Cause or by the Employee for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b). For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder.

(f)Date of Termination. "Date of Termination" means (i) if the Executive's employment is terminated by the Company, whether for Cause or without Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, and (ii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

6. Obligations of the Company Upon Termination

(a)Good Reason; Without Cause; Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or for Death or Disability or the Executive shall terminate employment for Good Reason:

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

(A)the sum of (1) the Executive's Annual Base Salary through the Date of Termination, (2) a pro rata portion of the Executive’s Annual Bonus for the year in which the Date of Termination occurs, based on the number of days of employment that year up to the Date of Termination divided by 365 days,) and (3) any accrued paid time off pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and

(B)the amount equal to the sum of (x) Annual Base Salary and (y) the Annual Bonus for which the Executive was eligible for the year in which the Date of Termination occurs; and

(C)if Executive executes a release of in the form set forth in Exhibit I attached hereto, and said release of claims becomes effective by its terms, the additional amount equal to two times the sum of (x) Annual Base Salary and (y) the Annual Bonus for which the Executive was eligible for the year in which the Date of Termination occurs; and

(D)a separate lump-sum supplemental retirement benefit equal to the difference between (1) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the benefit payable under the Retirement Plan and any SERP providing benefits for the Executive that the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and (ii) for the remainder of the Employment Period, assuming for this purpose that all accrued normal and early retirement benefits are fully vested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date, and (2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; and

(ii)for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those that would have been provided to them in accordance with the plans, programs, practices and policies described in Sections 4(b)(v) and 4(b)(vii) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation") and the Executive shall no longer be entitled to receive fringe benefits from the Company. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; provided, however, that the Executive shall be entitled to the more favorable of the retiree benefits in effect on the Date of Termination or the retiree benefits in effect on the date that would have been the last date of the Employment Period if the Executive had remained employed; and

(iii)to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and

(iv)if the Executive is age 55 or older, in lieu of receiving monthly benefits under the SERP the Executive may elect, by giving at least 120 days written notice to the Company, to receive the Actuarial Equivalent (as defined in the SERP) lump sum value of the normal form of payment of SERP benefits based upon the retirement benefit payable under the SERP at Executive's age upon the Date of Termination, or to have such Actuarial Equivalent lump sum value transferred to the Company's Deferred Compensation Plan or any successor deferred compensation plan. If the Executive is younger than the minimum age for eligibility for payment of SERP benefits, the Executive may elect to receive the discounted present value, using a seven percent discount rate, of the Actuarial Equivalent lump sum value of the SERP benefits to which the Executive would be entitled at the minimum age.

(b)Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations (which shall be paid to Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

(c)Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations (which shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

(d)Cause; Other Than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay the Executive's Annual Base Salary through the Date of Termination, plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

7. Nonexclusivity of Rights

Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any written plan provided by the Company or any of its affiliated companies for executives generally and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any written contract with the Company or any of its affiliated companies. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any such plan or contract with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan or contract or agreement except as explicitly modified by this Agreement.

8. Full Settlement; Resolution of Disputes

(a)The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and, except as provided in Section 6(b), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly upon invoice, to the full extent permitted by law, all legal fees and expenses that the Executive may incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement).

(b)If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive's employment by the Company, whether such termination was (A) in connection with or in anticipation of a Change of Control under clauses (i) or (ii) of Section 1(l), or (B) for Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was not in connection with or in anticipation of a Change of Control or for Cause or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(a) as though such termination were by the Company without Cause or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

9. Excise Taxes

Notwithstanding any other provisions of this Agreement, if any payments or distributions in the nature of compensation are made to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise (including the vesting of stock options, the lapse of restrictions on restricted stock and any other events that result in a "payment in the nature of compensation" within the meaning of Section 280G of the Code) are characterized as Excess Parachute Payments within the meaning of Section 280G of the Code or any successor provision, then the Company shall pay to the Executive an additional amount equal to the excise taxes imposed by Section 4999 of the Code or any successor provision on the Executive's Excess Parachute Payments, plus an amount equal to the federal and (if applicable) state income and excise taxes, including without limitation FICA and Medicare taxes or other taxes which will be payable by Employee as a result of this additional payment.

10. Confidential Information

The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, that shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and that shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

11. Successors

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.

(b)This Agreement shall inure to the benefit of and be binding on the Company and its successors and assigns.

(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, Company shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

12. Miscellaneous

(a)This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivered to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Eric M. Markell

Senior Vice President Energy Resources and Planning

Puget Sound Energy, Inc.

P. O. Box 97034

Bellevue, WA 98009-9734

If to the Company:

Puget Sound Energy, Inc.

P. O. Box 97034,

Bellevue, WA 98009-9734

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)The Executive's or the Company's failure to insist on strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including without limitation the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is "at will" and, prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executive's employment with the Company terminates, then the Executive shall have no further rights under this Agreement.

(g)This Agreement may be executed in counterparts, each of which counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to authorization from the Board, the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written.

PUGET SOUND ENERGY, INC.

By: Stephen P. Reynolds

Its President and Chief Executive Officer

Eric M. Markell

EX-10.53

Exhibit 10.53

INFRASTRUX GROUP, INC.

2000 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the InfrastruX Group, Inc. 2000 Stock Incentive Plan (the "Plan") is to enhance the long-term shareholder value of InfrastruX Group, Inc., a Washington corporation (the "Company"), by offering opportunities to selected persons to participate in the Company's growth and success, and to encourage them to remain in the service of the Company or a Related Company (as defined in Section 2) and to acquire and maintain stock ownership in the Company.

SECTION 2. DEFINITIONS

In the Plan:

"Award" means any Option Award.

"Board" means the Board of Directors of the Company.

"Cause," unless otherwise defined in an employment or services agreement between the Company or a Related Company and a Participant, means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination shall be conclusive and binding.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Common Stock" means the common stock, par value $.01 per share, of the Company.

"Company Transaction," unless otherwise defined in an employment or services agreement between the Company or a Related Company and a Participant, means consummation of either

(a)a merger or consolidation of the Company with or into any other Company or other entity or person or

(b)a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all the Company's then outstanding securities or all or substantially all the Company's assets;

provided, however, that a Company Transaction shall not include a Related Party Transaction.

"Disability," unless otherwise defined by the Plan Administrator, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable, in the opinion of the Company, to perform his or her duties for the Company or a Related Company and to be engaged in any substantial gainful activity.

"Early Retirement" means Termination of Service (as defined below) prior to Retirement on terms and conditions approved by the Plan Administrator.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" means the per share value of the Common Stock as established in good faith by the Plan Administrator or, if the Common Stock is (a) listed on the Nasdaq National Market, the closing sales price for the Common Stock as reported by that market for regular session trading for a single trading day or (b) listed on the New York Stock Exchange or the American Stock Exchange, the closing sales price for the Common Stock as such price is officially quoted in the composite tape of transactions on such exchange for regular session trading for a single trading day. If there is no such reported price for the Common Stock for the date in question, then such price on the last preceding date for which such price exists shall be determinative of Fair Market Value.

"Grant Date" means the date on which the Plan Administrator completes the corporate action relating to the grant of an Award or such later date specified by the Plan Administrator, and on which all conditions precedent to the grant have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

"Incentive Stock Option" means an Option granted with the intention, as reflected in the instrument evidencing the Option, that it qualify as an "incentive stock option" as that term is defined in Section 422 of the Code.

"Nonqualified Stock Option" means an Option other than an Incentive Stock Option.

"Option" means the right to purchase Common Stock granted under Section 7.

"Option Expiration Date" means the last day of the Option Term.

"Option Term" has the meaning set forth in Section 7.3.

"Participant" means the person to whom an Award is granted.

"Plan Administrator" has the meaning set forth in Section 3.1.

''Related Company" means any entity that, directly or indirectly, is in control of, or is controlled by, or is under common control with the Company.

"Related Party Transaction" means (a) a merger or consolidation of the Company in which the holders of the outstanding voting securities of the Company immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of the Successor Company immediately after the merger or consolidation; (b) a sale, lease, exchange or other transfer of the Company's assets to a majority-owned subsidiary company; (c) a transaction undertaken for the principal purpose of restructuring the capital of the Company, including but not limited to, reincorporating the Company in a different jurisdiction or creating a holding company; or (d) a corporate dissolution or liquidation.

"Retirement," unless otherwise defined by the Plan Administrator from time to time for purposes of the Plan, means on or after the date the individual reaches "normal retirement age" as that term is defined in Section 411(a)(8) of the Code.

"Securities Act" means the Securities Act of 1933, as amended.

"Successor Company" means the surviving company, the successor company or its parent, as applicable in connection with a Company Transaction.

"Termination of Service" means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including death, Disability, Early Retirement or Retirement, as determined by the Administrator in its sole discretion. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Plan Administrator and its determination shall be final. Transfer of the Participant's employment or service relationship between Related Corporations, or between the Company and any Related Corporation, shall not be considered a Termination of Service for purposes of an Award, but unless the Plan Administrator determines otherwise, a Termination of Service shall be deemed to occur if the Participant's employment or service relationship is with an entity that has ceased to be a Related Corporation.

"Vesting Commencement Date" means the Grant Date or such other date selected by the Plan Administrator as the date from which the Option begins to vest for purposes of Section 7.4.

SECTION 3. ADMINISTRATION

3.1 Plan Administrator

The Plan shall be administered by the Board and/or a committee or committees (which term includes subcommittees) appointed by, and consisting of two or more members of, the Board (a "Plan Administrator"). If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the members of any committee acting as Plan Administrator, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside directors" as contemplated by Section 162(m) of the Code and (b) "nonemployee directors" as contemplated by Rule 16b-3 under the Exchange Act. Notwithstanding the foregoing, the Board may delegate the responsibility for administering the Plan with respect to designated classes of eligible persons to different committees consisting of two or more members of the Board, subject to such limitations as the Board deems appropriate. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time.

3.2 Administration and Interpretation by Plan Administrator

Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Awards under the Plan, including the selection of individuals to be granted Awards, the type of Awards, the number of shares of Common Stock subject to an Award, all terms, conditions, restrictions and limitations, if any, of an Award and the terms of any instrument that evidences the Award. The Plan Administrator shall also have exclusive authority to interpret the Plan and the terms of any instrument evidencing the Award and may from time to time adopt and change rules and regulations of general application for the Plan's administration. The Plan Administrator's interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate ministerial duties to such of the Company's officers as it so determines.

SECTION 4. STOCK SUBJECT TO THE PLAN

4.1 Authorized Number of Shares

Subject to adjustment from time to time as provided in Section 11.1, a maximum of 3,862,500 shares of Common Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company.

4.2 Reuse of Shares

Any shares of Common Stock that have been made subject to an Award that cease to be subject to the Award (other than by reason of exercise or settlement of the Award to the extent it is exercised for or settled in shares) shall again be available for issuance in connection with future grants of Awards under the Plan. In the event shares issued under the Plan are reacquired by the Company pursuant to any forfeiture provision, right of repurchase or right of first refusal, such shares shall again be available for the purposes of the Plan; provided, that the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the share number stated in Section 4.1, subject to adjustment from time to time as provided in Section 11.1.

SECTION 5. ELIGIBILITY

An Award may be granted to any officer, director or employee of the Company or a Related Company that the Plan Administrator from time to time selects. An Award may also be granted to any consultant, advisor or independent contractor who provides services to the Company or any Related Company, so long as such Participant (a) renders bona fide services that are not in connection with the offer and sale of the Company's securities in a capital-raising transaction; and (b) does not directly or indirectly promote or maintain a market for the Company's securities.

SECTION 6. AWARDS

6.1 Form and Grant of Awards

The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Awards may be granted singly or in combination.

6.2 Settlement of Awards

The Company may settle Awards through the delivery of shares of Common Stock, the granting of replacement Awards or any combination thereof as the Plan Administrator shall determine. Any Award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or require the deferral of any Award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred stock equivalents.

6.3 Acquired Company Awards

Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Awards under the Plan in substitution for awards issued under other plans, or assume under the Plan awards issued under other plans, if the other plans are or were plans of other acquired entities ("Acquired Entities") (or the parent of an Acquired Entity) and the new Award is substituted, or the old award is assumed, by reason of a merger, consolidation, acquisition of property or stock, reorganization or liquidation (the "Acquisition Transaction"). In the event that a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and said agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, said terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.

SECTION 7. AWARDS OF OPTIONS

7.1 Grant of Options

The Plan Administrator shall have the authority, in its sole discretion, to grant Options designated as Incentive Stock Options or as Nonqualified Stock Options.

7.2 Option Exercise Price

The exercise price for shares purchased under an Option shall be as determined by the Plan Administrator, but shall not be less than the minimum exercise price required by Section 8.3 with respect to Incentive Stock Options.

7.3 Term of Options

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the "Option Term") shall be as established for that Option by the Plan Administrator or, if not so established, shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be as specified in Section 8.4.

7.4 Exercise of Options

The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall vest and become exercisable according to the following schedule, which may be waived or modified by the Plan Administrator at any time:

Period of Participant's Continuous Employment or Service With the Company or Its Related Companies From the Vesting Commencement Date	Portion of Total Option That Is Vested and Exercisable
After 1 year	1/4th
Each additional one-year period of continuous service completed thereafter	An additional 1/4th
After 4 years	100%

The Plan Administrator, in its sole discretion, may adjust the vesting schedule of an Option held by a Participant who works less than "full time" as that term is defined by the Plan Administrator or who takes a Company-approved leave of absence.

To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to the Company of a written stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator.

7.5 Payment of Exercise Price

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Plan Administrator for that purchase, which forms may include:

(a)cash;

(b)check;

(c)tendering (either actually or, if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock already owned by the Participant for at least six months (or any shorter period necessary to avoid a charge to the Company's earnings for financial reporting purposes) that on the day prior to the exercise date have a Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(d)if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed exercise notice, together with irrevocable instructions to a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or

(e)such other consideration as the Plan Administrator may permit.

In addition, to assist a Participant (including a Participant who is an officer or a director of the Company) in acquiring shares of Common Stock pursuant to an Award granted under the Plan, the Plan Administrator, in its sole discretion, may authorize, either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Award, (i) the payment by a Participant of the purchase price of the Common Stock by a full-recourse promissory note or (ii) the guarantee by the Company of a full-recourse loan obtained by the Participant from a third party. Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans or loan guarantees, including the interest rate and terms of and security for repayment.

7.6 Post-Termination Exercises

The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, if the Participant ceases to be employed by, or to provide services to, the Company or a Related Company, which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time:

(a)Any portion of an Option that is not vested and exercisable on the Participant's Termination of Service shall expire on such date.

(b)Any portion of an Option that is vested and exercisable on the Participant's Termination of Service shall expire on the earliest of

(i)if the Participant's Termination of Service occurs for reasons other than Cause, Retirement or Early Retirement, Disability or death, the day which is three months after such Termination of Service;

(ii)if the Participant's Termination of Service occurs by reason of Retirement or Early Retirement, Disability or death, the one-year anniversary of such Termination of Service; or

(iii)the Option Expiration Date.

Notwithstanding the foregoing, if the Participant dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on such Termination of Service shall expire upon the earlier to occur of the Option Expiration Date or the one-year anniversary of the date of death, unless the Plan Administrator determines otherwise.

Also notwithstanding the foregoing, in case of termination of the Participant's Termination of Service occurs for Cause, all Options granted to that Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute Cause for Termination of Service or removal of a Participant are discovered after the Participant's Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion.

(c)A Participant's change in status from an employee to a consultant, advisor or independent contractor or a change in status from a consultant, advisor or independent contractor to an employee, shall not be considered a Termination of Service for purposes of this Section 7.

(d)The effect of a Company-approved leave of absence on the application of this Section 7 shall be determined by the Plan Administrator, in its sole discretion.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

Notwithstanding any other provisions of the Plan, and to the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and conditions:

8.1 Dollar Limitation

To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to which a Participant's Incentive Stock Options become exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted.

8.2 Eligible Employees

Individuals who are not employees of the Company or one of its parent companies or subsidiary companies may not be granted Incentive Stock Options.

8.3 Exercise Price

The exercise price of an Incentive Stock Option shall be at least 100% of the Fair Market Value of the Common Stock on the Grant Date, and in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary companies (a "Ten Percent Shareholder"), shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.

8.4 Option Term

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the Option Term of an Incentive Stock Option shall not exceed ten years, and in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, shall not exceed five years.

8.5 Exercisability

An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the Termination of Service if termination was for reasons other than death or Disability, (b) more than one year after the Termination of Service if termination was by reason of disability, or (c) after the Participant has been on leave of absence for more than 90 days, unless the Participant's reemployment rights are guaranteed by statute or contract.

8.6 Taxation of Incentive Stock Options

In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year after the date of exercise.

A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.

8.7 Promissory Notes

The amount of any promissory note delivered pursuant to Section 7.5 in connection with an Incentive Stock Option shall bear interest at a rate specified by the Plan Administrator, but in no case less than the rate required to avoid imputation of interest (taking into account any exceptions to the imputed interest rules) for federal income tax purposes.

8.8 Code Definitions

For the purposes of this Section 8, "parent corporation," "subsidiary corporation" and "Disability" shall have the meanings attributed to those terms for purposes of Section 422 of the Code.

SECTION 9. WITHHOLDING

The Company may require the Participant to pay to the Company the amount of any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied.

The Plan Administrator may permit or require a Participant to satisfy all or part of his or her tax withholding obligations by (a) paying cash to the Company, (b) having the Company withhold from any cash amounts otherwise due or to become due from the Company to the Participant, or (c) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant having a value equal to the tax withholding obligations (up to the employer's minimum required tax withholding rate), or (d) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations (up to the employer's minimum required tax withholding rate to the extent the Participant has owned the surrendered shares for less than six months if such a limitation is necessary to avoid a charge to the Company for financial reporting purposes).

SECTION 10. ASSIGNABILITY

Neither an Award nor any interest therein may be assigned, pledged or transferred by the Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, and, during the Participant's lifetime, such Awards may be exercised only by the Participant. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Award or may permit a Participant to designate a beneficiary who may exercise the Award or receive payment under the Award after the Participant's death; provided, however, that an Award so assigned or transferred shall be subject to all the terms and conditions of the Plan and those contained in the instrument evidencing the Award.

SECTION 11. ADJUSTMENTS

11.1 Adjustment of Shares

In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company's corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other company or (b) new, different or additional securities of the Company or of any other company being received by the holders of shares of Common Stock of the Company, then the Plan Administrator shall make proportional adjustments in (i) the maximum number and kind of securities subject to the Plan and issuable as Incentive Stock Options as set forth in Section 4 and (ii) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transaction shall not be governed by this Section 11.1 but shall be governed by Sections 11.2 and 11.3, respectively.

11.2 Dissolution or Liquidation

To the extent not previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion, Options and Stock Awards denominated in units shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a forfeiture provision or repurchase right applicable to an Award has not been waived by the Plan Administrator, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

11.3 Company Transaction

Except as otherwise provided in the Agreement evidencing the Award, upon consummation of a Company Transaction the assumed, continued or substituted Award shall automatically become fully vested and exercisable with respect to 100% of the unvested portions thereof; provided, that such acceleration will not occur if, in the opinion of the Company's outside accountants, such acceleration would render unavailable "pooling of interests" accounting treatment for any Company Transaction for which pooling of interests accounting treatment is sought by the Company.

11.4 Further Adjustment of Awards

Subject to Sections 11.2 and 11.3, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change of control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change of control that is the reason for such action.

11.5 Limitations

The grant of Awards shall in no way affect the Company's right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

11.6 Fractional Shares

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.

SECTION 12. FIRST REFUSAL AND REPURCHASE RIGHTS

12.1 First Refusal Rights

Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company shall have the right of first refusal with respect to any proposed sale or other disposition by a Participant of any shares of Common Stock issued pursuant to an Award. Such right of first refusal shall be exercisable in accordance with the terms and conditions established by the Plan Administrator and set forth in the stock purchase agreement evidencing the purchase of the shares.

12.2 Repurchase Rights for Vested Shares

Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, upon a Participant's Termination of Service, all vested shares of Common Stock issued pursuant to an Award (whether issued before or after Termination of Service) shall be subject to repurchase by the Company, at the Company's sole discretion, at the Fair Market Value of such shares on the date of such repurchase. The terms and conditions upon which such repurchase right shall be exercisable (including the period and procedure for exercise) shall be established by the Plan Administrator and set forth in the stock purchase agreement evidencing the purchase of the shares.

12.3 Repurchase Rights For Unvested Shares

The Plan Administrator shall have the discretion to authorize the issuance of unvested shares of Common Stock pursuant to the exercise of an Option. Should the Participant cease to be employed by or provide services to the Company or a Related Company, then all shares of Common Stock issued upon exercise of an Option that are unvested at the time of cessation of employment or service relationship shall be subject to repurchase at the exercise price paid for such shares. The terms and conditions upon which such repurchase right shall be exercisable (including the period and procedure for exercise) shall be established by the Plan Administrator and set forth in the stock purchase agreement evidencing the purchase of the shares.

Except as otherwise provided in the instrument evidencing the Award, in the event of a Company Transaction, the Company's repurchase rights shall automatically be assigned to the Successor Company; provided, however, that such repurchase rights shall automatically lapse if and to the same extent that the vesting schedule for outstanding Options accelerates in connection with the Company Transaction.

The Plan Administrator shall have the discretionary authority, exercisable either before or after a Participant's Termination of Service, to waive the Company's outstanding repurchase rights with respect to one or more shares purchased or purchasable by the Participant under an Option and thereby accelerate the vesting of such shares in whole or in part at any time.

12.4 General

The Company's exercise of its first refusal or repurchase rights under Sections 12.1 and 12.2 earlier than six months and one day following the date the shares were purchased by the Participant may result in charges to the Company's earnings for financial reporting purposes.

The Company's first refusal and repurchase rights under this Section 12 are assignable by the Company at any time.

SECTION 13. MARKET STANDOFF

In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, no person may sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed 180 days. The limitations of this Section 13 shall in all events terminate two years after the effective date of the Company's initial public offering.

In the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company's outstanding Common Stock effected as a class without the Company's receipt of consideration, any new, substituted or additional securities distributed with respect to the purchased shares shall be immediately subject to the provisions of this Section 13, to the same extent the purchased shares are at such time covered by such provisions.

In order to enforce the limitations of this Section 13, the Company may impose stop-transfer instructions with respect to the purchased shares until the end of the applicable standoff period.

SECTION 14. AMENDMENT AND TERMINATION

14.1 Amendment or Termination of Plan

The Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that to the extent required for compliance with Section 422 of the Code or any applicable law or regulation, shareholder approval shall be required for any amendment that would (a) increase the total number of shares available for issuance under the Plan, (b) modify the class of employees eligible to receive Options, or (c) otherwise require shareholder approval under any applicable law or regulation. Any amendment made to the Plan that would constitute a "modification" to Incentive Stock Options outstanding on the date of such amendment shall not, without the consent of the Participant, be applicable to such outstanding Incentive Stock Options but shall have prospective effect only.

14.2 Term of Plan

The Plan shall have no fixed expiration date; provided, however, that no Incentive Stock Options may be granted more than ten years after the later of (a) the adoption by the Board of the Plan and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code.

14.3 Consent of Participant

The suspension, amendment or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant's consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a "modification" that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 11 shall not be subject to these restrictions.

SECTION 15. GENERAL

15.1 Evidence of Awards

Awards granted under the Plan shall be evidenced by a written instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan.

15.2 No Individual Rights

Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant's employment or other relationship at any time, with or without Cause.

15.3 Issuance of Shares

Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company's counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under state securities laws, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.

To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. As a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require (a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant's own account and without any present intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may from time to time be necessary to comply with the federal, state and other securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Plan Administrator may also require the Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares.

15.4 No Rights as a Shareholder

No Option denominated in units shall entitle the Participant to any cash dividend, voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

15.5 Compliance With Laws and Regulations

Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants. Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an "incentive stock option" within the meaning of Section 422 of the Code.

15.6 Participants in Other Countries

The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of other countries in which the Company or any Related Company may operate to assure the viability of the benefits from Awards granted to Participants employed in such countries and to meet the objectives of the Plan.

15.7 No Trust or Fund

The Plan is intended to constitute an "unfunded" plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

15.8 Severability

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator's determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

15.9 Choice of Law

The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law.

SECTION 16. EFFECTIVE DATE

The effective date is the date on which the Plan is adopted by the Board. If the shareholders of the Company do not approve the Plan within 12 months after the Board's adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options.

APPENDIX A
TO THE INFRASTRUX GROUP, INC.
2000 STOCK INCENTIVE PLAN
(For California Residents Only)

This Appendix to the InfrastruX Group, Inc. 2000 Stock Incentive Plan (the "Plan") shall have application only to Participants who are residents of the State of California.  Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix.  Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Awards granted to residents of the State of California, until such time as the Common Stock becomes a "listed security" under the Securities Act:

1.         Nonqualified Stock Options shall have an exercise price that is not less than 85% of the Fair Market Value of the Common Stock at the Grant Date, except that the exercise price shall be at least 110% of the Fair Market Value in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary companies.

2.         The purchase price for any Stock Awards that may be purchased under the Plan ("Stock Purchase Rights") shall be at least 85% of the Fair Market Value of the Common Stock at the time the Participant is granted the Stock Purchase Right or at the time the purchase is consummated.  Notwithstanding the foregoing, the purchase price shall be at least 100% of the Fair Market Value of the Common Stock at the time the Participant is granted the Stock Purchase Right or at the time the purchase is consummated in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary companies.

3.         Options shall have a term of not more than ten years from the Grant Date.

4.         Awards shall be nontransferable other than by will or the laws of descent and distribution.  Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its discretion, may permit distribution of an Option to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to "immediate family" as that term is defined in Rule 16a‑l(e) under the Exchange Act.

5.         Options shall become exercisable at the rate of at least 20% per year over five years from the date the Option is granted, subject to reasonable conditions such as continued employment.  However, in the case of an Option granted to officers, directors or consultants of the Company or a Related Company, the Option may become fully exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company or a Related Company.

6.         Unless employment or services are terminated for Cause, the right to exercise an Option in the event of Termination of Service, to the extent that the Participant is otherwise entitled to exercise an Option on the date of Termination of Service, shall be

a.         at least six months from the date of a Participant's Termination of Service if termination was caused by death or Disability; and

b.         at least 30 days from the date of a Participant's Termination of Service if termination of employment was caused by other than death or Disability;

c.         but in no event later than the Option Expiration Date.

7.         No Award may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan and the date the Plan is approved by the stockholders.

8.         Any Award exercised before stockholder approval is obtained shall be rescinded if stockholder approval is not obtained within 12 months before or after the Plan is adopted.  Such shares shall not be counted in determining whether such approval is obtained.

9.         The Company shall provide annual financial statements of the Company to each California resident holding an outstanding Award under the Plan.  Such financial statements need not be audited and need not be issued to key employees whose duties at the Company assure them access to equivalent information.

10.       Any right of repurchase on behalf of the Company in the event of a Participant's Termination of Service shall be at a purchase price that is (a) not less than the Fair Market Value of the securities upon Termination of Service, and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares within 90 days of Termination of Service (or in the case of securities issued upon exercise of Options after the date of Termination of Service, within 90 days after the date of the exercise), and the right shall terminate when the Company's securities become publicly traded; or (b) at the original purchase price, provided that the right to repurchase at the original purchase price lapses at the rate of at least 20% of the shares per year over five years from the date the Option or Stock Purchase Right is granted (without respect to the date the Option or Stock Purchase Right was exercised or became exercisable) and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares within 90 days of Termination of Service (or in the case of securities issued upon exercise of Options after the date of Termination of Service, within 90 days after the date of the exercise).  In addition to the restrictions set forth in clauses (a) and (b), the securities held by an officer, director or consultant of the Company or a Related Company may be subject to additional or greater restrictions.

EX-10.54

Exhibit 10.54

INFRASTRUX GROUP, INC.

2000 STOCK INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

InfrastruX Group, Inc. (the "Company") hereby grants to Participant an Option to purchase shares of the Company's Common Stock. The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notice") and in the Stock Option Agreement and the Company's 2000 Stock Incentive Plan (the "Plan"), which are attached to and incorporated into this Grant Notice in their entirety.

Participant:
Grant Date:
Vesting Commencement Date:
Number of Shares Subject to Option:
Exercise Price (per Share):
Option Expiration Date:		(subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement)
Type of Option:	o Incentive Stock Option*o Nonqualified Stock Option
Vesting and Exercisability Schedule:	1/4th of the shares subject to the Option will vest and become exercisable on the one-year anniversary of the Vesting Commencement Date. 1/4th of the shares subject to the Option will vest and become exercisable yearly thereafter over the next three years.

Additional Terms/Acknowledgement: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement and the Plan. Participant further acknowledges that as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on the subject[ with the exception of the following agreements:_________________]

INFRASTRUX GROUP, INC.	PARTICIPANT
By:
Its:
	Signature
Date:	Date:
Attachments:	Address:
1. Stock Option Agreement
2. 2000 Stock Incentive Plan	Taxpayer ID:

_____________________________________________

* See Sections 3 and 4 of Stock Option Agreement.

By: _____________________________________________________ Its:  _____________________________________________________	__________________________________________________ Signature
Date:_____________________________________________________	Date: _____________________________________________________
Attachments: 1. Stock Option Agreement 2. 2000 Stock Incentive Plan	Address:___________________________________________________                 ___________________________________________________ Taxpayer ID: ________________________________________________

INFRASTRUX GROUP, INC.

2000 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, InfrastruX Group, Inc. has granted you an Option under its 2000Stock Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of the Option are as follows:

1.Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon the termination of your employment or service relationship with the Company or a Related Company and the unvested portion of the Option will terminate.

2.Securities Law Compliance. Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

3.Incentive Stock Option Qualification. If so designated in your Grant Notice, all or a portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax law, but the Company does not represent or guarantee that the Option qualifies as such.

If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of the grant date) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option, unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit for Incentive Stock Options. A portion of the Option may be treated as a Nonqualified Stock Option if certain events cause exercisability of the Option to accelerate.

4.Notice of Disqualifying Disposition. To the extent the Option has been designated as an Incentive Stock Option, to obtain certain tax benefits afforded to Incentive Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and one year after the date of exercise. You may be subject to the alternative minimum tax at the time of exercise. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares. By accepting the Option, you agree to promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date.

5.Method of Exercise. You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any combination of the following: (a) by cash; (b) by check acceptable to the Company; (c) if permitted by the Plan Administrator, by using shares of Common Stock you have owned for at least six months; (d) if the Common Stock is registered under the Exchange Act, by instructing a broker to deliver to the Company the total payment required; or (e) by any other method permitted by the Plan Administrator.

6.Repurchase and First Refusal Rights. So long as the Common Stock is not registered under the Exchange Act, the Company may, in its sole discretion at the time of exercise, require you to sign a stock purchase agreement, in the form to be provided, pursuant to which you will grant to the Company certain repurchase and/or first refusal rights to purchase the Shares acquired by you upon exercise of the Option. Upon request to the Company, you may review a current form of this agreement prior to exercise of the Option.

7.Market Standoff. By exercising the Option you agree that the Shares will be subject to the market standoff restrictions on transfer set forth in the Plan.

8.Treatment Upon Termination of Employment or Service Relationship. The unvested portion of the Option will terminate automatically and without further notice immediately upon termination of your employment or service relationship with the Company or a Related Company for any reason (the "Employment Termination Date"). You may exercise the vested portion of the Option as follows:

(a)General Rule. You must exercise the vested portion of the Option on or before the earlier of (i) three months after your Employment Termination Date and (ii) the Option Expiration Date;

(b)Retirement or Disability. If your employment or service relationship terminates due to Retirement or Disability, you must exercise the vested portion of the Option on or before the earlier of (i) one year after your Employment Termination Date and (ii) the Option Expiration Date.

(c)Death. If your employment or service relationship terminates due to your death, the vested portion of the Option must be exercised on or before the earlier of (i) one year after your Employment Termination Date and (ii) the Option Expiration Date. If you die after your Employment Termination Date but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration Date; and

(d)Cause. The vested portion of the Option will automatically expire at the time the Company first notifies you of the termination of your employment or service relationship with the Company or a Related Company for Cause, unless the Plan Administrator determines otherwise. If your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, all your rights under the Option likewise will be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after your Employment Termination Date, any Option you then hold may be immediately terminated by the Plan Administrator.

The Option must be exercised within three months after termination of employment for reasons other than death or Disability and one year after termination of employment due to Disability to qualify for the beneficial tax treatment afforded Incentive Stock Options.

It is your responsibility to be aware of the date the Option terminates.

9.Limited Transferability. During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution, except that Nonqualified Stock Options may be transferred to the extent permitted by the Plan Administrator. The Plan provides for exercise of the Option by a designated beneficiary or the personal representative of your estate.

10.Withholding Taxes.As a condition to the exercise of any portion of an Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise.

11.Option Not an Employment or Service Contract. Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without Cause.

12.No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three months (one year in the case of Retirement, Disability or death) of the Employment Termination Date or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of employment or service relationship for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

[NOTE: Insert only for designated executive officers:

13.Corporate Transactions.

(a)Notwithstanding the provisions of Section 11.3 of the Plan, if the Option is assumed or replaced in the Corporate Transaction and does not otherwise accelerate at that time, then it shall automatically become fully vested and exercisable with respect to [100]% of the unvested portions thereof in the event that your employment or service relationship with the Successor Corporation should terminate (i) in connection with the Corporate Transaction or (ii) subsequently within [two years] following such Corporate Transaction, unless such employment or service relationship is terminated by the Successor Corporation for Cause or by you voluntarily without Good Reason; provided, that such acceleration will not occur if, in the opinion of the Company's outside accountants, such acceleration would render unavailable "pooling of interests" accounting treatment for any Corporate Transaction for which pooling of interests accounting treatment is sought by the Company.

(b)For purposes of this paragraph 13, "Good Reason" means the occurrence of any of the following events or conditions and the failure of the Successor Corporation to cure such event or condition within 30 days after receipt of written notice from you:

(i)a material change in your status, position or responsibilities (including reporting responsibilities) that, in your reasonable judgment, represents a substantial reduction in the status, position or responsibilities as in effect immediately prior thereto; the assignment to you of any duties or responsibilities that, in your reasonable judgment, are materially inconsistent with such status, position or responsibilities; or any removal of you from or failure to reappoint or reelect you to any of such positions, except in connection with the termination of your employment for Cause, as a result of your Disability or death, or by you other than for Good Reason;

(ii)a material reduction in your annual base salary;

(iii)the Successor Corporation's requiring you (without your consent) to be based at any place outside a 50-mile radius of his or her place of employment prior to a Corporate Transaction, except for reasonably required travel on the Successor Corporation's business that is not materially greater than such travel requirements prior to the Corporate Transaction;

(iv)the Successor Corporation's failure to (i) continue in effect any material compensation or benefit plan (or the substantial equivalent thereof) in which you was participating at the time of a Corporate Transaction, including, but not limited to, the Plan, or (ii) provide you with compensation and benefits substantially equivalent (in terms of benefit levels and/or reward opportunities) to those provided for under each material employee benefit plan, program and practice as in effect immediately prior to the Corporate Transaction;

(v)any material breach by the Successor Corporation of its obligations to you under the Plan or any substantially equivalent plan of the Successor Corporation; or

(vi)any purported termination of the Participant's employment or service relationship for Cause by the Successor Corporation that is not in accordance with the definition of Cause under the Plan.

14.Binding Effect. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

EX-10.55

Exhibit 10.55

PUGET SOUND ENERGY, INC.

SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

Amended and Restated

Effective October 5, 2004

CONTENTS

ARTICLE I. ESTABLISHMENT AND PURPOSE

ARTICLE II. DEFINITIONS AND CONSTRUCTION

ARTICLE III. BENEFITS

ARTICLE IV. ADMINISTRATION

ARTICLE V. FUNDING OF THE PLAN

ARTICLE VI. AMENDMENT AND TERMINATION

ARTICLE VII. GENERAL PROVISIONS

PUGET SOUND ENERGY, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I. ESTABLISHMENT AND PURPOSE

1.1Establishment of Plan. Puget Sound Energy, Inc., a Washington corporation ("the Company"), established, effective as of June 1, 1997 ("the Effective Date"), an unfunded supplemental executive retirement plan to be known as the "Puget Sound Energy, Inc. Supplemental Executive Retirement Plan" ("the Plan"). The Plan was most recently amended and restated effective February 24, 1999.

1.2Purpose. The Plan is established and is intended as an unfunded plan to be maintained for the purpose of providing supplemental retirement income to a select group of management personnel and highly compensated employees ("the Participants"), and as such, it is intended that the Plan be exempt from Parts 2 through 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended. The Plan is not intended to satisfy the qualification requirements of Internal Revenue Code Section 401.

ARTICLE II. DEFINITIONS AND CONSTRUCTION

2.1Definitions. When used herein, the following terms shall have the meanings set forth below, unless their context clearly indicates to the contrary:

(a)"Actuarial Equivalent" means a benefit payable at a particular time and in a particular form and manner and which has the same value as the benefit which it replaces. For purposes of lump sum payment calculations, such determination shall be made using the mortality table prescribed by the Commissioner of Internal Revenue for purposes of Code Section 417(e)(3)(A)(ii)(I) and in effect on the date as of which the present value is being determined and an interest rate that is equal to the average annual interest rate on 30-year Treasury securities, as specified by the Commissioner of Internal Revenue for purposes of Code Section 417(e)(3)(A)(ii)(II), for the September immediately preceding the first day of the Plan Year that contains the date as of which the Participant's Retirement Benefit is distributed or commences to be distributed. For purposes of annuity payment calculations, such determination shall be made using the following actuarial assumptions: (i) interest rate at eight percent (8%) per annum compounded annually; and (ii) participant mortality rate pursuant to the 1984 Unisex Pensioners Mortality Table.

(b)"Affiliate" means any corporation, employer, trade, business, or other entity that, together with the Company, is treated as a single employer under Code Section 414(b), (c), (m) or (o).

(c)"Beneficiary" means the person, trust, or other entity designated by the Participant pursuant to Section 3.4 who is or may become entitled to receive a benefit under the Plan in the event of the Participant's death.

(d)"Board" means the Board of Directors of the Company.

(e)"Change in Control" means the first to occur of any of the following events:

(i) Any "person" (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the Company's capital stock entitled to vote in the election of directors; provided, however, that the following acquisitions of beneficial ownership shall not constitute a Change of Control: (A) an acquisition by the Company or by any entity related to the Company within the meaning of Code Section 414(b), (c), (m) or (o), (B) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or by any such related entity, or (C) the acquisition of the Company's common stock by Puget Energy, Inc. pursuant to the plan of exchange effective January 1, 2001;

(ii) During any period of not more than two consecutive years, not including any period prior to the adoption of this Plan, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), (iv) or (v) of this subsection (e)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iii) The shareholders of the Company approve any consolidation or merger of the Company, other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or merger hold more than fifty percent (50%) of the common stock of the surviving corporation immediately after the consolidation or merger;

(iv) The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

(v) The shareholders of the Company approve the sale or transfer of all or substantially all of the assets of the Company to parties that are not within a "controlled group of corporations" (as defined in Code Section 1563) in which the Company is a member.

(f)"Code" means the Internal Revenue Code of 1986, as amended.

(g)"Committee" means the Compensation and Retirement Committee of the Board or any other committee designated by the Board to administer the Plan pursuant to Section 4.1 herein.

(h)"Company" means Puget Sound Energy, Inc. or any successor thereto.

(i)"Date of Termination" means the date the Participant ceases to be employed by the Company or any of its Affiliates.

(j)"Deferred Compensation Plan" means the nonqualified "Puget Sound Energy Deferred Compensation Plan for Key Employees," as amended from time to time, or any successor thereto.

(k)"Disability" means a physical or mental condition that entitles a Participant to benefits under the Company's long-term disability plan.

(l)"Early Commencement Date" means, if properly elected by a Participant pursuant to Section 3.5(d), the first day of any month commencing before the Participant attains age sixty-two (62), but coincident with or following the later of the date the Participant attains age fifty-five (55) or the Participant's Date of Termination.

(m)"Earnings" means base salary and annual bonus paid by the Company and/or its Affiliates, before any deferrals or reductions under a Code Section 401(k) plan, a Code Section 125 cafeteria plan or a nonqualified deferred compensation plan, but excluding long-term incentive compensation. A bonus will be included in Earnings in the year in which it is paid, or in which it would have been paid had it not been deferred. Amounts paid after the Participant ceases to be an active Participant in the Plan shall not be taken into account, unless the Committee specifically provides otherwise.

(n)"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor thereto.

(o)"Highest Average Earnings" means the average of the highest three (3) calendar years' Earnings of the Participant. The three years do not have to be consecutive, but they must be among the last five (5) complete calendar years completed by the Participant prior to his Date of Termination. If a Participant completes less than three (3) complete calendar Years of Service prior to the date on which his employment with the Company and its Affiliates terminates, then the average shall be computed by adding together the Participant's monthly Earnings for all of the calendar months during which he was employed by the Company and/or any of its Affiliates, dividing the result by the number of months in such period and multiplying that result by twelve (12).

(p)"Normal Commencement Date" means the first day of the month immediately following the Participant's Date of Termination or, if later, the date on which the Participant attains age sixty-two (62).

(q)"Participant" means one of a select group of management personnel or highly compensated employees designated by the Committee to participate in the Plan. A Participant shall automatically cease to accrue additional benefits under the Plan at the time he ceases to be a member of management or a highly compensated employee, as determined by the Committee. In addition, the Committee may revoke the active participation (and discontinue the benefit accruals) of any Participant at any time and for any reason. Notwithstanding the foregoing, in no event shall the revocation of a Participant's active participation in the Plan (or the cessation of additional benefit accruals under the Plan) reduce the Retirement Benefit previously accrued by such Participant prior to such revocation or cessation.

(r)"Participant Year of Service" means a Year of Service performed while a Participant under this Plan or under such other predecessor plans or agreements that the Committee shall designate.

(s)"Plan" means the "Puget Sound Energy, Inc. Supplemental Executive Retirement Plan" as set forth in this document, together with any amendments hereto.

(t)"Plan Year" means the consecutive twelve (12) month period beginning each January 1 (or in the case of the first Plan Year, beginning on the Effective Date) and ending the following December 31.

(u)"Retirement Benefit" means the benefit to which the Participant is entitled under Article III herein at the Participant's Normal Commencement Date.

(v)"Retirement Plan" means the "Retirement Plan for Employees of Puget Sound Energy, Inc."

(w)"Supplemental Retirement Benefit Plans" means the "Puget Sound Power & Light Company Supplemental Retirement Plan for Officers" and the "Puget Sound Power & Light Company Supplemental Retirement Plan for Director-Level Employees" effective as of October 1, 1991, and as the same may thereafter be amended from time to time.

(x)"Year of Service" means twelve (12) consecutive months of employment with the Company or its Affiliates, or with Washington Energy Company or Washington Natural Gas Company. No month of employment shall be counted in more than one Year of Service.

(y)"WNG Nonqualified Retirement Benefits" means the nonqualified pension benefits provided under an employment agreement between the Participant and Washington Energy Company or Washington Natural Gas Company.

2.2Gender and Number; Headings. Except when otherwise indicated by the context, any masculine terminology when used in this Plan shall also include the feminine gender, and the definition of any term in the singular shall also include the plural. Headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

ARTICLE III. BENEFITS

3.1Eligibility for Benefits.

(a)A Participant whose employment with the Company and its Affiliates terminates (or is terminated) for any reason other than death after he has completed five (5) Participant Years of Service, shall be entitled to receive a Retirement Benefit hereunder (calculated as described in Section 3.2) as of his Normal Commencement Date. A Participant whose employment terminates or is terminated (voluntarily or involuntarily) by the Company prior to his completion of five (5) Participant Years of Service shall not be entitled to any benefit under the Plan. Any benefit payable under the Plan following a Participant's death shall be governed by Section 3.4.

(b)Notwithstanding subsection (a) above, any Participant whose employment with the Company and its Affiliates terminates (or is terminated) after a Change of Control shall be entitled to receive a Retirement Benefit hereunder (calculated as described in Section 3.2) as of his Normal Commencement Date, even if he has not completed five (5) Participant Years of Service as of his Date of Termination.

3.2Amount of Benefit.

(a)Except as provided otherwise in Section 3.5, the Retirement Benefit shall be a monthly amount payable for the life of the Participant commencing as of the Participant's Normal Commencement Date equal to (i) below minus the sum of (ii), (iii), and (iv) below.

(i) One-twelfth (1/12) of the Participant's Highest Average Earnings times Years of Service (not in excess of 15) times three and one-third percent (3-1/3%).

(ii) The monthly amount payable (or that would be payable) under the Retirement Plan to the Participant as of the Normal Commencement Date were such payment made in the form of a Straight-Life Annuity (as defined in the Retirement Plan) commencing on such date).

(iii) The monthly amount(s) of any WNG Nonqualified Retirement Benefits payable (or that would be payable) to the Participant as of his Normal Commencement Date in the form of a single life annuity for the life of the Participant (or if such benefits are paid or payable as of another date and/or in another form, the Actuarial Equivalent monthly amount of such benefit(s) calculated as a single life annuity payable for the life of the Participant and commencing as of the Participant's Normal Commencement Date).

(iv) The Actuarial Equivalent monthly amount payable (or that would be payable) as of the Participant's Normal Commencement Date from any pension-type rollover accounts (including without limitation said accounts related to the Supplemental Retirement Benefit Plans, or the Annual Cash Balance Restoration Matching Account) within the Deferred Compensation Plan.

(b)The benefits accrued under the Supplemental Retirement Benefit Plans as of May 31, 1997 by all participants therein who were at least fifty-one (51) years of age on May 31, 1997 were transferred to this Plan. The Retirement Benefit calculated under subsection (a) immediately above for any Participant shall be paid in lieu of any benefit transferred from a Supplemental Retirement Benefit Plan to the Plan on behalf of such Participant. Notwithstanding the foregoing, if the accrued benefit transferred from a Supplemental Retirement Benefit Plan to this Plan on behalf of a Participant is greater than the benefit calculated above for such Participant, then such Participant's Retirement Benefit shall be equal to such transferred benefit.

3.3Disability. If the Participant suffers a Disability while he is an employee of the Company or its Affiliates, then for purposes of Section 3.1 and Section 3.2, his Highest Average Earnings shall be determined as of the date he incurred his Disability and his Participant Years of Service, and Years of Service shall be determined as if he remained employed until his Normal Commencement Date (or Early Commencement Date, if he elects to commence his Retirement Benefit as of such date) or the end of his Disability, whichever is earlier. If the Participant is reemployed after his Disability ends, then for purposes of Section 3.1 and Section 3.2, his Highest Average Earnings shall be determined as of the date of his subsequent termination of employment and excluding the period of Disability, and his Years of Service and Participant Years of Service shall be determined by adding his period of employment following rehire to the period determined in accordance with the preceding sentence.

3.4Death.

(a)If the Participant dies (i) while he is actively participating in the Plan or after he has completed five (5) Participant Years of Service and (ii) such death occurs on or before the date on which his Retirement Benefit is distributed (or commences to be distributed), his Beneficiary shall be eligible for a benefit under this Section 3.4(a); provided that such benefit shall be payable only to a Beneficiary who is the spouse of the Participant on the date of death. The spouse Beneficiary shall receive an amount that is the lump-sum Actuarial Equivalent as of his Normal Commencement Date of the benefit that would have been payable to the spouse Beneficiary under the fifty percent (50%) joint and survivor form of payment described in the second sentence of Section 3.5(a), which benefit shall be calculated by assuming that the Participant had died the day after his Normal Commencement Date and by using the actual Participant Years of Service and actual Years of Service completed by the Participant. (If the Participant is not actively employed immediately prior to the date of death on account of Disability, the actual years will include the years of Disability). In addition, if the Participant dies before attaining age sixty-two (62), the lump sum amount shall be reduced one-third percent (1/3%) for each month between the date of death and the date the Participant would have attained age sixty-two (62). Such lump sum shall be paid as soon as administratively practicable. A benefit shall not be payable pursuant to this Section 3.4 with respect to a Participant who dies while he is not actively participating in the Plan and before he has completed five (5) Participant Years of Service.

(b)If the Participant dies after the date on which his Retirement Benefit is distributed (or commences to be distributed), his Beneficiary may receive a benefit if the form in which the Participant's Retirement Benefit is being paid provides for such benefit.

(c)The Participant shall designate his Beneficiary or Beneficiaries who, upon his death, will receive payments that otherwise would have been paid to him under the Plan. All Beneficiary designations shall be in writing and on a form prescribed by the Committee for such purpose, and any such designation shall only be effective if and when delivered to the Committee during the lifetime of the Participant. The Participant may from time to time during his lifetime change a designated Beneficiary or Beneficiaries by filing a new beneficiary designation form with the Committee. If a designated Beneficiary dies after the Participant, but before all death benefit payments relating to such Beneficiary have been paid, the remainder of such death benefit payments shall be continued to such Beneficiary's estate. In the event the Participant shall fail to designate a Beneficiary or Beneficiaries with respect to any death benefit payments, or if for any reason such designation shall be ineffective, in whole or in part, or if no designated Beneficiary survives the Participant, any payment that otherwise would have been paid to such Participant shall be paid to his estate, and in such event, his estate shall be his Beneficiary with respect to such payments.

3.5Payment of Benefits.

(a)Normal Form of Payment. Except as provided in Section 3.5(b), the Retirement Benefit of a Participant who is not married on the date as of which such benefit is paid or commences to be paid shall be distributed to the Participant in the form of a single life, monthly annuity payable for the life of the Participant. Except as provided in Section 3.5(b), the Retirement Benefit of a Participant who is married on the date as of which such benefit is paid or commences to be paid shall be distributed in the form of a monthly annuity (that is the Actuarial Equivalent of the amount determined under Section 3.2) providing for monthly payments to the Participant for the remainder of his life and, following the Participant's death, monthly payments to the Participant's surviving spouse (if any), for the remainder of her life, in an amount equal to fifty percent (50%) of the monthly amount payable to the Participant.

(b)Alternate Forms of Payment. At any time that is at least one year before the Participant's Date of Termination, the Participant may request to receive, or to transfer, the Actuarial Equivalent value of the Retirement Benefit in one of the methods identified below in lieu of the normal form of payment described in Section 3.5(a):

(1)Lump sum, paid at a specified date or dates following the Date of Termination;

(2)Straight-life annuity, beginning at a specified date following the Date of Termination;

(3)Optional joint and survivor annuity (100%, 50% or 25%), beginning at a specified date following the Date of Termination; and

(4) Transfer of Actuarial Equivalent lump-sum value of the Retirement Benefit to the Deferred Compensation Plan (and thereafter treated as a voluntary deferral thereunder), completed as soon as administratively reasonable following the Date of Termination.

The terms and conditions of the optional joint and survivor annuity form of payment shall be the same as those for the corresponding annuity under Section 6.6 (or its successor) of the Retirement Plan. No alternate form of payment shall be approved that provides for payment of benefits prior to the month following the month in which the Participant attains age 55. Any request to elect or change an alternate form of payment within one (1) year of the Participant's Termination Date shall be null and void; provided, however, that the Board may, in its sole discretion, waive such one (1) year period with respect to any Participant if the Board determines that such Participant's circumstances are unusual enough to warrant such waiver.

(c)Early Commencement Form of Payment. A Participant whose Date of Termination occurs on or after attaining age 55 is eligible for payment in accordance with this Section 3.5(c). Any benefit (other than a benefit payable on account of death or Disability) that becomes payable prior to the Participant's Normal Commencement Date shall equal the Retirement Benefit set forth under Section 3.2(a), except that the payment calculated under Section 3.2(a)(i) shall be further reduced (prior to applying the reductions of Sections 3.2(a)(ii) through (iv)) by one-third of one percent (.33%) for each month that benefits commence prior to the beginning of the month coincident with or next following the date the Participant would attain age sixty-two (62). The reductions of Section 3.2(a)(ii) through (iv) shall be similarly calculated based on said early commencement distribution date, notwithstanding any provision of Section 3.2(a) to the contrary. Except as provided in Section 3.5(b), the Retirement Benefit of a Participant who is married on the date as of which such benefit is paid or commences to be paid shall be distributed in the form of a monthly annuity (that is the Actuarial Equivalent of the amount determined under Section 3.2) providing for monthly payments to the Participant for the remainder of his life and, following the Participant's death, monthly payments to the Participant's surviving spouse (if any), for the remainder of her life, in an amount equal to fifty percent (50%) of the monthly amount payable to the Participant.

(d)Distribution Date. Payment of Retirement Benefits shall commence as of the Participant's Normal Commencement Date, except in the case of Disability or death, or if the Committee has approved an alternate form of payment under Section 3.5(b). If an alternate form of payment has been approved, payment of Retirement Benefits shall commence at the time approved by the Committee. A Participant eligible for early commencement of Retirement Benefits under Section 3.5(c), may elect on 30 days' written notice to the Committee an Early Commencement Date, which at the Participant's election may result in an Early Commencement Date that is on or after the date on which the Participant attains age 55 but before the date on which the Participant attains age 62. Any such election shall be irrevocable. Retroactive elections are not permitted. Except in the case of death or Disability, payment shall not commence prior to the Participant attaining age 55.

The same distribution date applies (as applicable) if a Participant timely elects, in writing, to transfer any Retirement Benefits to the Deferred Compensation Plan in lieu of payment; provided, however, the Participant must elect such a transfer at least one (1) year prior to the Participant's Date of Termination in accordance with such rules as the Committee may establish. Any change to such an election within one (1) year of the Participant's Date of Termination shall be null and void, unless the change consists of an irrevocable rescission of the election. Notwithstanding the foregoing, the Committee may, in its sole discretion, waive the one (1) year election period with respect to a Participant whose employment is terminated involuntarily by the Company or whose employment is terminated as a result of Disability within one (1) year after the Participant files a proper election under this paragraph.

3.6Suspension of Benefits. If a Participant who is receiving benefits under this Plan following an Early Commencement Date is at any time employed directly or indirectly as an employee or director or agent of, or as an independent contractor or consultant for, an electric or gas utility (including any federal, state or municipal utility authority or district) serving retail customers within Washington or Oregon, or a person or entity supplying or seeking to supply electric power or natural gas to retail customers within Washington or Oregon, then all benefits payable to the Participant under this Plan shall be suspended during the period of such employment; and any benefits received by the Participant during the period of such employment shall be repaid to the Company. If the employment is subsequently terminated, benefits hereunder shall resume, but they shall not be adjusted to reflect the period of suspension. The Committee shall have authority to waive any of the provisions of this Section 3.6, and to establish the conditions of any such waiver.

ARTICLE IV. ADMINISTRATION

4.1Administration. This Plan shall be administered by the Committee or any individuals) or committee(s) appointed by the Committee. The Committee shall administer this Plan as an unfunded plan which is not intended to meet the qualification requirements of Code Section 401. The Committee shall have the full power and authority (discretionary and otherwise) to interpret, construe, and administer this Plan in its sole discretion and to make final and binding determinations for all parties. The Committee shall establish and maintain such accounts or records as the Committee may from time to time consider necessary or convenient for the administration of the Plan.

4.2Claims Procedure. A Participant or Beneficiary, as applicable, who feels he is entitled to greater benefits than he is receiving (or has received) under the Plan may file a written claim with the Company's Qualified Plans Committee (the "QPC"), which shall consider such claim and notify the claimant in writing of it decision with respect thereto within ninety (90) days (or within such longer period not to exceed one hundred eighty (180) days, as the QPC determines is necessary to review the claim, provided that the QPC notifies the claimant in writing of the extension within the original ninety (90) day period). If the claim is denied, in whole or in part, the claimant may appeal such denial to the Committee, provided he does so in writing within sixty (60) days of receiving the QPC's determination. The Committee shall consider the appeal and notify the claimant in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the appeal, provided that the Committee notifies the claimant in writing of the extension within the original sixty (60) day period).

4.3Finality of Determination. The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of the Plan shall be final, binding, and conclusive upon all persons and shall be given the greatest deference permitted by law.

4.4Expenses. The expenses of administering this Plan shall be borne by the Company.

4.5Indemnification and Exculpation. The members of the Committee, its agents and officers, directors, and employees of the Company or any of its Affiliates shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan, and against and from any and all amounts paid by them in settlement (with the Company's written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding; provided, however, that the foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such person's gross negligence or willful misconduct.

ARTICLE V. FUNDING OF THE PLAN

All amounts paid under this Plan shall be paid from the general assets of the Company. Benefits shall be reflected on the accounting records of the Company, but neither this Plan nor the maintenance of such accounting records shall be construed to affect, require, or prohibit the creation of a trust, custodial account, or escrow account with respect to the Participant. The Participant shall not have any right, title, or interest whatsoever in or to any investment reserves, accounts, or funds that the Company may purchase, establish, or accumulate to aid in providing the unfunded benefit payments described in the Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create, or be construed to create, a trust or fiduciary relationship of any kind between the Company, the Board, the Committee or the QPC and any Participant or any other person. Participants and Beneficiaries shall have the status of general unsecured creditors of the Company.

ARTICLE VI. AMENDMENT AND TERMINATION

The Board or such person or persons, including the Committee, as may be designated by the Board may amend, modify, or terminate this Plan at any time and in any manner; provided, however, that no amendment, modification, or termination shall reduce benefits accrued prior to such action. In the event of a termination of the Plan pursuant to this Article VI, no further benefits shall accrue under this Plan, but amounts which are then payable shall continue to be an obligation of the Company and shall be paid as scheduled.

ARTICLE VII. GENERAL PROVISIONS

7.1Nonalienation. No benefit payable at any time under the Plan shall be subject in any manner to voluntary or involuntary alienation, sale, transfer, assignment, pledge, attachment, garnishment, or encumbrance of any kind, and shall not be subject to or reached by any legal or equitable process (including execution, garnishment, attachment, pledge, or bankruptcy) in satisfaction of any debt, liability, or obligation, prior to receipt. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. Notwithstanding the foregoing provisions of this Section 7.1, the Company shall have the right to offset the benefit amount payable under the Plan by any and all amounts representing debts or other obligations owed to the Company or any of its Affiliates by the Participant.

7.2Severability. In the event any provision of this Plan shall be held invalid or illegal for any reason, such illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Board and any other person authorized to amend the Plan in accordance with Section 6.1 shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity, in whatever manner they deem appropriate in their discretion, by amendment as provided in this Plan.

7.3Employer-Employee Relationship. The establishment of this Plan shall not be construed as conferring any legal or other rights upon the Participant for a continuation of employment, nor shall it interfere with the rights of the Company and its Affiliates to discharge the Participant or otherwise act with relation to him. The Company and its Affiliates may take any action (including discharge) with respect to the Participant and may treat such person without regard to the effect which such action or treatment might have upon such person as the Participant under this Plan.

7.4Incompetence. Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally competent until the date on which the Committee receives a written notice, in a form and manner acceptable to the Committee, that such person is incompetent, and that a guardian, conservator, or other person legally vested with the care of such person's person or estate has been appointed; provided, however, that if the Committee shall find that any person to whom a benefit is payable under the Plan is unable to care for such person's affairs because of incompetency, any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid to a third party as the Committee deems appropriate. Any such payment so made shall be a complete discharge of liability therefor under the Plan.

7.5Binding on Company, Participant, and Their Successors. This Plan shall be binding upon and inure to the benefit of the Company, its successors, and assigns and the Participant, his heirs, executors, administrators, and legal representatives.

7.6Withholdings and Deductions. The Company may withhold from any payment of benefits hereunder any taxes required to be withheld and such sum as the Company may reasonably estimate to be necessary to cover any taxes which may be assessed with regard to benefits provided under the Plan. In addition, the Company may deduct from any payment of benefits hereunder any amounts owed by the Participant to the Company or any of its Affiliates.

7.7Applicable Law. This Plan shall be governed and construed in accordance with the laws of the State of Washington to the extent not preempted by federal law.

EX-10.56

Exhibit 10.56

PUGET SOUND ENERGY

DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES

As Amended and Restated

Effective January 1, 2003

TABLE OF CONTENTS

PURPOSE

1.Definitions

2.Selection; Enrollment; Participation

2.1 Selection by Committee

2.2 Enrollment Requirements

2.3 Eligibility; Commencement of Participation

2.4 Termination of Participation and/or Deferrals

3.Deferral Elections; Company Contributions

3.1 Annual Elections to Defer

3.2 Special Elections to Defer

   (a) Election to Defer Qualifying Gain

   (b) Election to Defer Restricted Stock Awards

3.3 Withholding of Annual Deferral Amounts

3.4 Annual Company Contribution Amount

3.5 Annual Investment Plan Restoration Amount

3.6 Annual Cash Balance Restoration Amount

3.7 SERP Rollover Amount

3.8 Performance-Based Retirement Equivalent Amount

3.9 Deduction Limitation Amounts

4.Vesting; Crediting; Taxes

4.1 Vesting

4.2 Crediting or Debiting of Account Balances

   (a) Selection of Measurement Funds

   (b) Crediting of Measurement Funds

   (c) Form of Payment

   (d) No Actual Investment

4.3 FICA and Other Taxes

4.4 Withholding on Payments

5.Interim Payments; Unforeseeable Financial Emergencies; Withdrawal Election

5.1 Interim Payments

5.2 Other Benefits Take Precedence Over Interim Payments

5.3 Payments and Suspensions for Unforeseeable Financial Emergencies

5.4 Withdrawal Election

6.Retirement Benefit

6.1 Retirement Benefit

6.2 Payment of Retirement Benefit

6.3 Death Prior to Completion of Retirement Benefit

7.Death Prior to Retirement

7.1 Pre-Retirement Survivor Benefit

7.2 Payment of Pre-Retirement Survivor Benefit

8.Termination

8.1 Termination Benefit

8.2 Payment of Termination Benefit

9.Disability; Leave of Absence

9.1 Disability Waiver

9.2 Continued Eligibility; Disability Benefit

9.3 Paid Leave of Absence

9.4 Unpaid Leave of Absence

10.       Beneficiary Designation

10.1 Beneficiary

10.2 Change; Spousal Consent

10.3 No Beneficiary Designation

10.4 Doubt as to Beneficiary

10.5 Discharge of Obligations

11.       Termination; Amendment or Modification

11.1 Termination

11.2 Amendment

11.3 Effect of Payment

12.       Administration

12.1 Committee Duties

12.2 Administrative Committee; Agents

12.3 Binding Effect of Decisions

12.4 Indemnity of Committee and Administrative Committee

13.       Other Benefits and Agreements

14.       Claims Procedures

14.1 Filing Claim

14.2 Claim Review

14.3 Appeal

14.4 Standard of Review

14.5 Legal Action

15.       Trust

15.1 Establishment of the Trust

15.2 Relationship of This Plan and the Trust

15.3 Distributions From the Trust

16.       Miscellaneous

16.1          Status of Plan

16.2          Unsecured General Creditor

16.3          Employer's Liability

16.4          Nonassignability

16.5          Not a Contract of Employment

16.6          Furnishing Information

16.7          Captions

16.8          Governing Law

16.9          Notice

16.10        Successors

16.11        Validity

16.12        Incompetence

16.13        Court Order

16.14        Distribution in the Event of Taxation

     (a) In General

     (b) Trust

16.15        Insurance

PUGET SOUND ENERGY

DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES

As Amended and Restated Effective January 1, 2003

PURPOSE

The growth and success of Puget Sound Energy, Inc. (the "Company") depends on its ability to attract, motivate and retain key employees of the highest competence, initiative, and ability. The purpose of this Plan is to advance the interests of the Company and its shareholders through a deferred compensation program for a select group of management and highly compensated executive officers. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This Plan was originally effective June 16, 1997. This Plan was most recently amended and restated effective January 1, 2002 and is now amended and restated effective January 1, 2003.

1. Definitions

For purposes of this Plan, the following words and phrases shall have the meanings indicated, unless a different meaning is clearly indicated by the context:

1.1 Account Balance

"Account Balance" shall mean a credit on the records of the Employer equal to the sum of the balances in a Participant's (i) Deferral Account, (ii) Company Contribution Account, (iii) Investment Plan Restoration Matching Account, (iv) Cash Balance Restoration Matching Account, and (v) Performance-Based Retirement Equivalent Account. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely for the determination of amounts due to a Participant or Beneficiary under this Plan.

1.2 Annual Bonus

"Annual Bonus" shall mean compensation under an Employer's annual bonus or cash incentive plans for services performed during any calendar year, excluding stock options and any Long-Term Incentive Awards, whether or not paid in such year or included on the federal income tax Form W-2 for such year.

1.3 Annual Cash Balance Restoration Amount

"Annual Cash Balance Restoration Amount" shall mean, for any Plan Year, the amount determined in accordance with Section 3.6.

1.4 Annual Company Contribution Amount

"Annual Company Contribution Amount" shall mean, for any Plan Year, the amount determined in accordance with Section 3.4.

1.5 Annual Deferral Amount

"Annual Deferral Amount" shall mean that portion of Base Salary, Annual Bonus and Long-Term Incentive Awards that a Participant defers in accordance with Section 3 for any Plan Year. If a Participant dies, Retires, suffers a Disability (if deferrals cease in accordance with Section 9.1) or undergoes a Termination of Employment during a Plan Year, the Annual Deferral Amount for the year shall be the amount deferred prior to such event.

1.6 Annual Installment Method

"Annual Installment Method" shall mean yearly installments payable in substantially equal number of shares as described in Sections 6 and 7. Each annual installment shall be paid on or as soon as practicable after the last business day of the applicable year.

1.7 Annual Investment Plan Restoration Amount

"Annual Investment Plan Restoration Amount" for any Plan Year shall mean the amount determined in accordance with Section 3.5.

1.8 Base Salary

"Base Salary" shall mean cash compensation for services, excluding any Annual Bonus, any Long-Term Incentive Award and any other bonuses, commissions, overtime pay, fringe benefits, stock options, relocation expenses, incentive payments, nonmonetary awards, directors fees and other fees, and automobile and other allowances. Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to this Plan or other qualified or nonqualified plans of any Employer and shall include amounts excluded from compensation pursuant to Code Sections 125, 402(e)(3), 402(h), and 403(b).

1.9 Beneficiary

"Beneficiary" shall mean one or more individuals, trusts, estates or other entities, designated in accordance with Article 10 to receive benefits under this Plan upon the death of a Participant.

1.10 Board

"Board" shall mean the board of directors of the Company.

1.11 Cash Balance Plan

"Cash Balance Plan" shall mean the Retirement Plan for Employees of Puget Sound Energy, Inc., originally known as the Retirement Plan for Employees of Puget Sound Power & Light Company, established by Puget Sound Power & Light Company in 1958, as amended and restated effective March 1, 1997.

1.12 Cash Balance Restoration Account

"Cash Balance Restoration Account" shall mean an account on the books of the Employer that reflects (i) the sum of the Participant's Annual Cash Balance Restoration Amounts, plus (ii) amounts credited to the Participant's Cash Balance Restoration Account in accordance with the crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant's Cash Balance Restoration Account.

1.13 Change in Control

"Change in Control" shall mean the first occurrence of any of the following events:

(a)Any "person" (as that term is used in Sections 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of the Company's capital stock entitled to vote in the election of directors; provided, however, that the following acquisitions of beneficial ownership shall not constitute a Change in Control: (i) an acquisition by the Company or by any entity related to the Company within the meaning of Code Section 414(b), (c), (m) or (o); or (ii) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or by any such related entity;

(b)During any period of not more than two consecutive years, not including any period prior to the adoption of this Plan, individuals who at the beginning of such period constitute the board of directors of the Company, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c), (d) or (e) of this Section 1.13) whose election by the board of directors or nomination for election by the Company's shareholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)The shareholders of the Company approve any consolidation or merger of the Company, other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or merger hold more than 50% of the common stock of the surviving corporation immediately after the consolidation or merger;

(d)The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

(e)The shareholders of the Company approve the sale or transfer of all or substantially all of the assets of the Company to parties that are not within a "controlled group of corporations" (as defined in Code Section 1563) in which the Company is a member.

1.14 Claimant

"Claimant" shall have the meaning set forth in Section 14.1.

1.15 Code

"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.16 Committee

"Committee" shall mean the committee described in Article 12, and, if an Administrative Committee has been appointed pursuant to Section 12.2 shall include such Administrative Committee.

1.17 Company

"Company" shall mean Puget Sound Energy, Inc., a Washington corporation, and any successor to all or substantially all of the Company's assets or business.

1.18 Company Contribution Account

"Company Contribution Account" shall mean an account on the books of the Company that reflects (i) the sum of the Participant's Annual Company Contribution Amounts, plus (ii) amounts credited to the Participant's Company Contribution Account in accordance with the crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant's Company Contribution Account.

1.19 Deduction Limitation

"Deduction Limitation" shall mean the limitation on deductible compensation that is described in Section 162(m) of the Code.

1.20 Deferral Account

"Deferral Account" shall mean an account on the books of the Company that reflects (i) the sum of a Participant's Annual Deferral Amounts and the amount of deferral of Qualifying Gain and deferral of Restricted Stock Awards, plus (ii) amounts credited to the Participant's Deferral Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant's Deferral Account.

1.21 Disability

"Disability" shall mean a period of disability during which a Participant qualifies for long-term disability benefits under an Employer's long-term disability plan, or, if the Participant does not participate in such a plan, a period of disability during which the Participant would have qualified for long-term disability benefits under such a plan had the Participant been a participant in such a plan, as determined in the sole discretion of the Committee. If the Participant's Employer does not sponsor such a plan, or discontinues sponsorship of such a plan, the Committee in its sole discretion shall determine Disability. Disability does not include any period of short-term disability under any plan of an Employer providing for short-term disability benefits.

1.22 Disability Benefit

"Disability Benefit" shall mean the benefit set forth in Section 9.2.

1.23 Employee

"Employee" shall mean an individual who is an employee of any Employer.

1.24 Employer

"Employer" shall mean the Company and shall include any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in this Plan and that have adopted this Plan.

1.25 ERISA

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.26 Exchange Act

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

1.27 Exercised Options

"Exercised Options" shall have the meaning set forth in Section 3.2(a)(ii).

1.28 Fair Market Value

"Fair Market Value" shall mean the average of the daily high and low per share trading prices for the Stock as reported daily by the New York Stock Exchange in The Wall Street Journal or similar readily available source, for a single trading day.

1.29 Fixed Amount Installment Method

"Fixed Amount Installment Method" shall mean installment payments of a fixed amount selected by the Participant as prescribed in Sections 6 and 7. The fixed payments shall be paid until the Participant's Account Balance reaches zero. Each fixed installment shall be paid on or as soon as practicable after the due date for the installment.

1.30 Interim Payment

"Interim Payment" shall mean the payment described in Section 5.1.

1.31 Investment Plan

"Investment Plan" shall mean the Investment Plan for Employees of Puget Sound Energy, Inc., formerly known as the Investment Plan for Employees of Puget Sound Power & Light Company, originally adopted effective August 1, 1970, as amended and restated, as adopted by the Company effective March 1, 1997.

1.32 Investment Plan Restoration Account

"Investment Plan Restoration Account" shall mean (i) the sum of a Participant's Annual Investment Plan Restoration Amounts, plus (ii) amounts credited to the Participant's Investment Plan Restoration Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant's Investment Plan Restoration Account.

1.33 Long-Term Incentive Award

"Long-Term Incentive Award" shall mean amounts paid or payable to a Participant under the Company's Long-Term Incentive Award Plan, originally established by Puget Sound Power & Light Company in 1995 and amended effective May 19, 1997.

1.34 Measurement Funds

"Measurement Funds" shall mean the funds described in Section 4.2.

1.35 Monthly Installment Method

"Monthly Installment Method" shall mean a monthly installment payment over the number of months selected by the Participant in accordance with Articles 6 and 7, calculated as provided in this Section 1.35. The Account Balance of the Participant shall be calculated as of the close of business not more than 10 business days prior to the last business day of the month. The monthly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of monthly payments due the Participant. By way of example, if the Participant elects a 120-month Monthly Installment Method, the first payment shall be 1/120 of the Account Balance, calculated as described in this definition. The following month, the payment shall be 1/119 of the Account Balance, calculated as described in this definition. Each monthly installment shall be paid on or as soon as practicable after the last business day of the applicable month.

1.36 Nonqualified Stock Options

"Nonqualified Stock Options" means those nonqualified stock options of the Company awarded to a Participant in the form of a Long-Term Incentive Award or otherwise.

1.37 Participant

"Participant" shall mean an Employee who is selected to participate in this Plan and who elects to participate in this Plan. Status as a Participant shall continue for as long as the individual has an Account Balance under this Plan, even if the Participant is no longer an Employee. A spouse or former spouse of a Participant shall not be treated as a Participant even if such spouse has an interest in the Participant's benefits under this Plan. Notwithstanding this Section 1.37 to the contrary, an Employee shall be treated as a Participant for all purposes under this Plan to the extent that amounts have been deferred into this Plan pursuant to Section 3.9 on behalf of the Employee.

1.38 Performance-Based Retirement Equivalent Account

"Performance-Based Retirement Equivalent Account" shall mean an account on the books of the Company that reflects (i) the sum of a Participant's Performance-Based Retirement Equivalent Amount, plus (ii) amounts credited in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from such account.

1.39 Performance-Based Retirement Equivalent Amount

"Performance-Based Retirement Equivalent Amount" shall mean, for any Plan Year, the amount determined in accordance with Section 3.8.

1.40 Plan

"Plan" shall mean this Deferred Compensation Plan for Key Employees, as it may be amended from time to time.

1.41 Plan Year

"Plan Year" shall mean, except for the first Plan Year, a period beginning on January 1 of each year and continuing through December 31 of such year.

1.42 Pre-Retirement Survivor Benefit

"Pre-Retirement Survivor Benefit" shall mean the benefit set forth in Article 7.

1.43 Qualifying Gain

"Qualifying Gain" means the shares, net of any shares withheld pursuant to Section 4.3, accrued on behalf of a Participant upon his or her exercise of Nonqualified Stock Options using the stock-for-stock cashless payment method set forth in Section 3.2(a).

1.44 Restricted Stock Awards

"Restricted Stock Awards" shall mean amounts paid or payable to a Participant in the form of restricted stock or restricted stock units, other than Long-Term Incentive Awards.

1.45 Retirement, Retire(s), Retired

"Retirement," "Retire(s)" or "Retired" shall mean, with respect to an Employee, Termination of Employment as an Employee for any reason other than Disability, death or an authorized leave of absence on or after the earlier of the attainment of (a) age 62 or (b) age 55 with 5 Years of Service.

1.46 Retirement Benefit

"Retirement Benefit" shall mean the benefit set forth in Article 6.

1.47 Section 16 Insider

"Section 16 Insider" shall mean any participant who is, with respect to the Company, subject to Section 16 of the Exchange Act.

1.48 SERP Rollover Account

"SERP Rollover Account" shall mean an account on the books of the Company that reflects (i) a Participant's SERP Rollover Amounts, plus (ii) amounts credited to the Participant's SERP Rollover Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant's SERP Rollover Account.

1.49 SERP Rollover Amount

"SERP Rollover Amount" for any Plan Year shall mean the amount determined in accordance with Section 3.7.

1.50 Specified Amount Installment Method

"Specified Amount Installment Method" means installment payments according to a schedule prepared by the Participant and in a form and amount acceptable to the Company's Executive Plans Committee. The amounts of each installment payment need not be equal. Installment payments shall continue until the earlier of (a) the exhaustion of the Participant's Account Balance, and (b) the period elected by the Participant. The installment payments shall be made monthly for cash amounts and annually for stock amounts.

1.51 Stock

"Stock" shall mean the common stock of the Company's patent, Puget Energy, Inc., that is traded on the New York Stock Exchange or the common stock of any successor to Puget Energy, Inc. that is publicly traded. All references in this Plan to "Puget Energy, Inc." shall be deemed to include its successor. To the extent such successor's stock is traded on an exchange other than the New York Stock Exchange, all references in the Plan to "New York Stock Exchange" shall be deemed to include such other exchange.

1.52 Stock Fund

"Stock Fund" shall mean the Measurement Fund that corresponds to the fair market value of Stock.

1.53 Termination Benefit

"Termination Benefit" shall mean the benefit set forth in Article 8.

1.54 Termination of Employment

"Termination of Employment" shall mean severance of employment as an Employee, voluntarily or involuntarily, for any reason other than Disability, death or an authorized leave of absence.

1.55 Trust

"Trust" shall mean one or more trusts established pursuant to that certain Master Trust Agreement, dated as of June 16, 1997, between the Company and The Bank of New York as trustee, as amended from time to time.

1.56 Trustee

"Trustee" shall mean the financial institution acting at the time as trustee of the Trust.

1.57 Unforeseeable Financial Emergency

"Unforeseeable Financial Emergency" shall mean an unanticipated severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness of or accident to the Participant or a dependent of the Participant, (ii) a loss of the Participant's residence or other property due to casualty, or (iii) other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.58 Years of Service

"Years of Service" shall mean the total number of years in which one or more Employers have employed a Participant. For purposes of this definition, an "Employer" includes the Company, Puget Sound Power & Light Company, Washington Energy Company, Washington Natural Gas Company and any subsidiary of any of them. Also for purposes of this definition, a year of employment shall be a 365-day period (or 366-day period in the case of a leap year) that, for the first year of employment, commences on the Employee's date of hiring and that, for any subsequent year, commences on the anniversary of that hiring date. Any partial year of employment shall not be counted.

2. Selection; Enrollment; Participation

2.1 Selection by Committee

Participation in this Plan shall be limited to a select group of management and highly compensated Employees chosen for participation by the Committee in its sole discretion.

2.2 Enrollment Requirements

Each Employee selected for participation in this Plan shall complete and return to the Committee an election form, a beneficiary designation form and such other material as the Committee may request, within 30 days after selection to participate.

2.3 Eligibility; Commencement of Participation

An Employee selected to participate in this Plan shall commence participation on the first day of the month following the month in which the Employee completes all enrollment requirements. An Employee who does not complete the requirements within the time required in Section 2.2 shall not be eligible to participate in this Plan until the first day of the Plan Year following delivery to and acceptance by the Committee of the required forms, except to the extent participation is required by Section 3.9.

2.4 Termination of Participation and/or Deferrals

If the Committee determines that a Participant no longer qualifies for participation in this Plan, it shall have the right, in its sole discretion, to take all or any of the following steps: (i) terminate any deferral election the Participant has made for the remainder of the Plan Year, (ii) disallow future deferral elections by the Participant, and (iii) distribute the Participant's Account Balance as a Termination Benefit and terminate the Participant's participation in this Plan. Notwithstanding the foregoing, an individual shall remain a Participant for as long as he or she has an Account Balance in this Plan.

3. Deferral Elections; Company Contributions

3.1 Annual Elections to Defer

An Employee first selected to participate in this Plan may make an irrevocable election to defer all or a designated portion of Base Salary, Annual Bonus and any Long-Term Incentive Award that may be payable for such Plan Year. The election shall not be effective with respect to amounts already paid during such Plan Year. The Participant must deliver a completed election form to the Committee within 30 days after selection, in order to participate for such Plan Year.

For each succeeding Plan Year, the Participant may make an irrevocable election to defer all or a designated portion of Base Salary, Annual Bonus and any Long-Term Incentive Award that may be payable for such Plan Year by delivering to the Committee a new election form by December 31 of the preceding Plan Year. If no election form is timely delivered to the Committee for any Plan Year, the Participant's Annual Deferral Amount for that Plan Year shall be zero.

3.2 Special Elections to Defer

(a) Election to Defer Qualifying Gain

A Participant may make an election to defer all or a designed portion of Qualifying Gain derived from a specific grant of Nonqualified Stock Options in exchange for a credit to the Participant's Deferral Account upon satisfaction of the following conditions:

(i) such deferral election is irrevocable, in a form acceptable to the Committee, and completed and signed by the Participant;

(ii) such deferral election is delivered to and accepted by the Committee at least six months before the date on which the Participant elects to exercise Nonqualified Stock Options ("Exercised Options"), or such earlier date required by the Committee;

(iii) the Participant pays, through an attestation acceptable to the Committee, the exercise price in shares of Stock that the Participant owns and has continuously owned for the six-month period ending on the date of exercise; and

(iv) the Participant complies with all other rules the Committee may establish from time to time with respect to such deferral elections.

A deferral election under this Section 3.2(a) shall expire at any time elected by a Participant therein and shall automatically be revoked upon a Participant's Termination of Employment or Disability, in the event of a Change in Control, or at any other time determined by the Committee.

This Plan governs the deferral of Qualifying Gain. The underlying Nonqualified Stock Options are governed by the stock option plan or program under which they were granted. No stock options or shares of Stock are authorized to be issued under this Plan.

(b) Election to Defer Restricted Stock Awards

Subject to the conditions set forth in this Section 3.2(b), a Participant may irrevocably elect within the first 30 days after the Participant has been granted a Restricted Stock Award, or pursuant to such other procedures as the Committee may adopt, to defer all or any portion of such Restricted Stock Award. A Participant's election to defer a Restricted Stock Award shall be effective only for the restricted stock or restricted stock units to which the election relates and shall not carry over from award to award. The portion of a Participant's Deferral Account shall be subject to the same risk of forfeiture as the restricted shares to which such deferrals relate.

A Participant's election to defer restricted stock must be in a form acceptable to the Committee, and completed and signed by the Participant. The Participant must comply with all other rules the Committee may establish from time to time with respect to such deferral elections.

3.3 Withholding of Annual Deferral Amounts

Base Salary, Annual Bonus and Long-Term Incentive Awards deferred under this Plan shall be withheld at the time they otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

3.4 Annual Company Contribution Amount

For each Plan Year, an Employer in its sole discretion may credit any amount it determines to a Participant's Company Contribution Account under this Plan. Such amount shall be the Annual Company Contribution Amount for the Participant for that Plan Year. The Employer may credit different amounts for different Participants. A credit awarded to one Participant shall not bind the Employer to credit any amount to any other Participant. An Annual Company Contribution Amount shall be credited as of the last day of the Plan Year. If a Participant is not an Employee as of the last day of a Plan Year other than by reason of Retirement or death, the Annual Company Contribution Amount for that Plan Year shall be zero.

3.5 Annual Investment Plan Restoration Amount

A Participant's Annual Investment Plan Restoration Amount for any Plan Year shall be equal to the reduction in Employee contributions to the Investment Plan that are attributable to the Participant's election to defer Base Salary or Annual Bonus under this Plan, credited monthly, plus an amount equal to the sum of (i) Employer matching contributions that would have been credited to the Participant's account under the Investment Plan but for the reduction in Employee contributions to that Plan, credited monthly, (ii) Employer required contributions that would have been credited to the Participant's account under the Investment Plan but for the reduction in Employee compensation due to deferrals hereunder, and (iii) Employer required contributions that would have been credited to the Participant's account under the Investment Plan but for the limitations in Section 401(k)(3) of the Code and may have been credited monthly. If a Participant is not an Employee as of the last day of a Plan Year for any reason other than Retirement or death, any Annual Investment Plan Restoration Amount for such Plan Year and not previously credited monthly shall be zero. If a Participant Retires or dies during a Plan Year, any Annual Investment Plan Restoration Amount not previously credited monthly shall be credited with a prorated amount, based on the Participant's contributions through the date of Retirement or death.

3.6 Annual Cash Balance Restoration Amount

If a Participant is eligible to participate in the Cash Balance Plan and contributions to his or her account under such Plan, or his or her accrued benefit under such Plan, are reduced for any Plan Year in order to satisfy the limitations in Code Section 415(e), or if contributions to the Participant's account under the Cash Balance Plan are reduced in any Plan Year as a result of the Participant's election to defer Base Salary or Annual Bonus under this Plan, then in any such case the Participant's Cash Balance Restoration Account shall be credited with an amount that is equal to or (as determined by the Committee in its discretion) is the actuarial equivalent of such reductions. The amount so credited shall be the Annual Cash Balance Restoration Amount for that Participant. If a Participant is not employed by an Employer as of the last day of a Plan Year other than by reason of Retirement or death, the Annual Cash Balance Restoration Amount for such Plan Year shall be zero. If a Participant Retires or dies during a Plan Year, the Annual Cash Balance Restoration Amount shall be credited with a prorated amount based on the Participant's deferred Base Salary or Annual Bonus for such Plan Year through the date of Retirement or death.

3.7 SERP Rollover Amount

If elected by the participant according to the terms of the Company's Supplemental Executive Retirement Plan, the SERP Rollover Amount, if any, shall be credited to the Participant's SERP Rollover Account as of the date of retirement.

3.8 Performance-Based Retirement Equivalent Amount

For each Plan Year, a Participant's Performance-Based Retirement Equivalent Amount shall be calculated and credited to the Participant's Performance-Based Retirement Equivalent Account in accordance with the Participant's employment agreement or other agreement with the Employer, as applicable. The Employer may credit different amounts for different Participants. A credit awarded to one Participant shall not bind the Employer to credit any amount to any other Participant. The Participant's Performance-Based Retirement Equivalent Account shall vest over a period and in such manner as provided under the Participant's employment agreement or other agreement with the Employer, as applicable. To the extent a Participant is not fully vested in his or her Performance-Based Retirement Equivalent Account at the time of his or her Termination of Employment, death or Disability, or upon the termination of this Plan, all unvested amounts therein shall be forfeited and neither the Participant nor his or her Beneficiary shall have any further interest in such amounts.

3.9 Deduction Limitation Amounts

If prior to a Change in Control an Employer determines that some of the compensation payable to an Employee in a Plan Year (including but not limited to benefits under this Plan) will exceed the Deduction Limitation, then to the extent deemed necessary by the Employer to ensure that all such compensation is deductible, the Employer may defer under this Plan all or part of any compensation payable to the Employee. Any compensation deferred pursuant to this Section 3.9 shall continue to be credited or debited with additional earnings in accordance with Section 4.2, including any such amounts being paid in installments. Any compensation deferred pursuant to this Section 3.9 (together with earnings thereon) shall be distributed to the affected Employee as soon as, and to the extent that, such distributions will not cause the deduction of compensation paid or payable to the Employee for that year to be limited by Code Section 162(m). Compensation deferrals pursuant to this Section 3.9 shall not apply after the effective date of a Change in Control, and any compensation previously deferred under this Section 3.9 and not previously distributed (together with earnings thereon) shall be distributed on the effective date of the Change in Control.

4. Vesting; Crediting; Taxes

4.1 Vesting

Except as set forth in Sections 3.2(b) and 3.8, a Participant's Account Balance shall at all times be fully vested; provided, however, that any portion of the Participant's Account Balance attributable to a deferral of benefits from a Company benefit plan other than this Plan (such as the Long-Term Incentive Award Plan) shall be nonforfeitable to the same extent, and under the same terms and conditions, as set forth in the vesting provisions of such other Company benefit plan.

4.2 Crediting or Debiting of Account Balances

Amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules and such other rules and procedures as the Committee may establish in its discretion:

(a) Selection of Measurement Funds

In connection with an initial deferral election a Participant shall select one or more Measurement Funds to be used to determine the amounts to be credited to the Account Balance; provided, however, that deferrals of Qualifying Gain, deferrals of Restricted Stock Awards and the Performance-Based Retirement Equivalent Amount shall be credited only to the Company Stock Fund and may not thereafter be reallocated to any other Measurement Fund. A Participant may change a selection by submitting a new election to the Committee on a form approved by the Committee. Any such selection shall take effect in the calendar quarter next succeeding the quarter in which the election form is received by the Committee, and shall continue in effect thereafter until changed in accordance with this Section 4.2(a). The Participant shall specify, in increments of 10%, the percentage of the Account Balance to be allocated to any Measurement Fund. However, if a Participant is in payment status under the Monthly Installment Method or the Annual Installment Method, he or she shall only be allowed to reallocate funds to or from his or her Company Stock Fund account by December 31 of any Plan Year, to be effective the following January 1. Participants who are Section 16 Insiders may reallocate funds to or from their Company Stock Fund account only in accordance with the foregoing provisions of this Section 4.2(a), Company policies on insider trading and in compliance with the rules for "Discretionary Transactions" as defined in Rule 16b-3 (or any successor provision) under the Exchange Act.

(b) Crediting of Measurement Funds

The Committee may, in its sole discretion, discontinue, substitute or add any Measurement Funds, but at least two Measurement Funds will always be available. Deferrals of Long-Term Incentive Awards, Restricted Stock Awards and Qualifying Gain shall be credited to Company Stock Fund accounts in the form of stock units equal in number to (i) the number of shares of Stock payable and (ii) the number of shares that could be purchased with any cash amount so allocated, based on the Fair Market Value of the Stock on the date the account is so credited. Performance-Based Retirement Equivalent Amounts shall be credited to Company Stock Fund accounts in the form of stock units equal in number to that which is determined under the terms of a Participant's employment agreement or other agreement with the Employer, as applicable.

A Participant's Account Balance, other than amounts allocated to the Company Stock Fund, shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant. Performance shall be determined by the Committee in its sole discretion as if (i) the Participant's Account Balance were invested in the Measurement Funds selected by the Participant, in the percentages applicable during such calendar quarter, as of the close of business on the first business day of such calendar quarter, at the closing price on such date, (ii) the portion of the Annual Deferral Amount that was actually deferred during any calendar quarter was invested in the Measurement Funds selected by the Participant, in the percentages applicable to such calendar quarter, no later than the close of business on the tenth business day after the day on which such amounts are actually deferred through reductions in payroll, at the closing price on such date, and (iii) any distribution made to a Participant that decreases such Participant's Account Balance was withdrawn from the Measurement Funds, in the percentages applicable to such calendar quarter, no earlier than ten business days prior to the distribution, at the closing price on such date. The Annual Investment Plan Restoration Amount, and Annual Cash Balance Restoration Amount shall be credited to a Participant's Account Balances for purposes of this Section 4.2(b) as of the close of business on the first business day in February of the Plan Year following the Plan Year to which they relate.

A Participant's Account Balance that is allocated to the Company Stock Fund shall be credited with stock units at the time they would have been paid if the shares would have been held by the Participant, with additional stock units equal in number to the number of shares of Stock that could be purchased with the amount of any cash dividends or other distributions that would be payable on the number of shares of Stock that equals the number of stock units in such account. The number of stock units credited to a Participant's Account Balance shall be appropriately adjusted to reflect (i) Stock splits, Stock dividends and other like adjustments in such Account Balance that were allocated to the Company Stock Fund, and (ii) any distributions made to a Participant that decrease the portion of such Account Balance allocated to the Company Stock Fund.

(c) Form of Payment

A Participant's Account Balance that is allocated to the Company Stock Fund shall be payable only in Stock, plus cash for any fractional shares. The remainder of the Participant's Account Balance shall be paid in cash.

Lump sum payments are valued (i) as of the Participant's date of Termination, date of Retirement, death or Disability, (ii) as of the first business day for the appropriate Plan Year for deferrals designated as Interim Payments, or (iii) when approved by the Committee for payments due to Unforeseeable Financial Emergencies as defined in Section 5.

(d) No Actual Investment

The Measurement Funds are to be used for measurement purposes only. A Participant's selection of a Measurement Fund and the crediting or debiting of amounts to a Participant's Account Balance based on such selection shall not be considered or construed as an actual investment in any such Measurement Fund. If the Company or the Trustee, in its discretion, invests assets in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust. With respect to Account Balances and other rights under this Plan, the Participant shall at all times be and remain an unsecured general creditor of the Company.

4.3 FICA and Other Taxes

The Employer shall withhold from all forms of compensation related to deferrals under this Plan, in any reasonable manner determined by the Employer, the Participant's share of FICA and other employment or self-employment taxes that may be required to be withheld. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 4.3.

4.4 Withholding on Payments

The Employer or the Trustee shall withhold from any payments made to a Participant or Beneficiary all federal, state and local income, employment and other taxes required to be withheld from such payments, in amounts and in a manner determined in the discretion of the Employer and the Trust. In accordance with applicable law, the Employer may withhold from any distribution under this Plan any amount owed by the Participant to any Employer.

5. Interim Payments; Unforeseeable Financial Emergencies; Withdrawal Election

5.1 Interim Payments

A Participant may irrevocably elect to receive an Interim Payment from this Plan with respect to any Annual Deferral Amount. Subject to the Deduction Limitation, the Interim Payment shall be an amount that is equal to the Annual Deferral Amount plus amounts credited or debited in the manner provided in Section 4.2 on that amount, determined at the time that the Interim Payment becomes payable. Subject to the Deduction Limitation, each Interim Payment shall be paid in a lump sum within 60 days after the last day of any Plan Year designated by the Participant that is at least two Plan Years after the Plan Year in which the Annual Deferral Amount is deferred. For example, if a two-year Interim Payment is elected for Annual Deferral Amounts that are deferred in the Plan Year commencing January 1, 2002, the two-year Interim Payment would become payable during a 60-day period commencing January 1, 2005.

5.2 Other Benefits Take Precedence Over Interim Payments

Payments under Sections 5.3 and 5.4, and under Articles 6, 7, 8 and 9 take precedence over Interim Payments. Payments under those Sections and Articles may be made from Annual Deferral Amounts that otherwise would be payable as Interim Payments.

5.3 Payments and Suspensions for Unforeseeable Financial Emergencies

If a Participant experiences an Unforeseeable Financial Emergency, the Participant may request either or both of (i) suspension of any deferrals then in effect and (ii) a partial or full payment from this Plan. The payment shall not exceed the lesser of the Participant's vested Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If the Committee approves such a request, suspension shall take effect upon the date of approval and any payment shall be made within 60 days of the date of approval. The payment of any amount under this Section 5.3 shall not be subject to the Deduction Limitation.

5.4 Withdrawal Election

A Participant (or, after the Participant's death, his or her Beneficiary) may elect, at any time before or after his or her Retirement or Termination of Employment and regardless of whether benefit payments have commenced under Section 6, 7 or 8, to withdraw part or all of his or her Account Balance calculated as of the day of the election. Any such withdrawal shall be subject to a penalty equal to 10% of the amount elected. The amount of the penalty shall be forfeited to the Company. The election may be made at any time and whether or not the Participant or Beneficiary is being paid pursuant to an installment payment schedule. If made before Retirement, Disability or death, a Participant's withdrawal amount shall be his or her Account Balance calculated as if a Termination of Employment had occurred as of the day of the election. No partial withdrawals of less than $25,000 shall be allowed. The Participant or Beneficiary shall make this election by giving the Committee written notice in a form determined from time to time by the Committee. The Participant or Beneficiary shall be paid the withdrawal amount within 60 days of the election. Once a withdrawal amount is paid, any deferral election under this Plan shall terminate and the Participant shall not be eligible to make any deferrals for the remainder of the Plan Year in which the withdrawal amount is paid. The payment of a withdrawal amount is not subject to the Deduction Limitation.

6. Retirement Benefit

6.1 Retirement Benefit

Subject to the Deduction Limitation, a Participant who Retires shall receive his or her vested Account Balance as a Retirement Benefit.

6.2 Payment of Retirement Benefit

A Participant may elect, in a manner determined by the Committee, to receive Retirement Benefits in a lump sum, under the Fixed Amount Installment Method, Monthly Installment Method or Specified Amount Installment Method of not more than 240 months; provided, however, that to the extent a Participant receives Retirement Benefits in Stock from the Company Stock Fund, a Participant may elect to receive such Retirement Benefits only in a lump sum or under the Annual Installment Method or Specified Amount Installment Method for the same period that benefits from the other Measurement Funds are elected and paid. The election may be changed to an allowable alternative payment period by submitting a new election to the Committee, in a form approved by the Committee, provided that any such election is submitted at least one year before the Participant's Retirement. The election most recently accepted by the Committee shall govern the payment of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made no later than 60 days after the date the Participant Retires. Installment payments shall commence no later than 60 days after the Participant Retires; however, any annual distributions from the Company Stock Fund shall be distributed in the subsequent year in January. Any payment shall be subject to the Deduction Limitation.

6.3 Death Prior to Completion of Retirement Benefit

If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the unpaid Retirement Benefit payments shall be paid to the Participant's Beneficiary. Payment shall be made in the same manner and in the same amounts as the benefit would have been paid to the Participant had the Participant survived. If requested by the Beneficiary and allowed in the sole discretion of the Committee, payment may be made in a lump sum equal to the Participant's unpaid remaining Account Balance at the time of payment.

7. Death Prior to Retirement

7.1 Pre-Retirement Survivor Benefit

Subject to the Deduction Limitation, the Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant's vested Account Balance, if the Participant dies before Retirement.

7.2 Payment of Pre-Retirement Survivor Benefit

A Participant may elect, in a manner determined by the Committee, whether the Pre-Retirement Survivor Benefit shall be paid to his or her Beneficiary in a lump sum or pursuant to the Fixed Amount Installment Method, Annual Installment Method, Monthly Installment Method or Specified Amount Installment Method of not more than 20 years; provided, however, that to the extent a Participant receives Retirement Benefits in Stock from the Company Stock Fund, a Participant may elect to receive such Retirement Benefits only in a lump sum or under the Annual Installment Method or Specified Amount Installment Method for the same period that benefits from other Measurement Funds are elected and paid. The Participant may change this election to any allowable alternative payment period by submitting a new election to the Committee, in a form approved by the Committee. The election most recently accepted by the Committee prior to the Participant's death shall govern the payment of the Participant's Pre-Retirement Survivor Benefit. If a Participant does not make any election with respect to the payment of the Pre-Retirement Survivor Benefit, then such benefit shall be paid in a lump sum unless the Committee in its sole discretion decides that payment shall be made in such installments as the Committee determines. A lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant's death. Any payment shall be subject to the Deduction Limitation.

8. Termination

8.1 Termination Benefit

Subject to the Deduction Limitation, the Participant shall receive a Termination Benefit, which shall be equal to the Participant's vested Account Balance. Any nonvested balances or restricted shares in the Company Stock Fund shall be forfeited.

8.2 Payment of Termination Benefit

If the Participant's Account Balance at the time of Termination of Employment is less than $25,000, the Termination Benefit shall be paid in a lump sum. If the Account Balance at such time is equal to or greater than that amount, the Committee, in its sole discretion, may cause the Termination Benefit to be paid in a lump sum or in substantially equal installments over no more than five years unless the Committee and the Participant shall have agreed otherwise. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the date of Termination of Employment unless the Committee and the Participant shall have agreed to a different commencement date. Any Termination Benefit shall be subject to the Deduction Limitation.

9. Disability; Leave of Absence

9.1 Disability Waiver

A Participant suffering from a Disability shall be excused from deferrals that would otherwise have been made during the period of Disability and shall not make deferral elections for as long as the Disability continues. For all other purposes, the Participant will continue to participate in this Plan. A Participant who returns to employment after the Disability ceases may elect an Annual Deferral Amount for the Plan Year following his or her return to employment in accordance with Section 3.1. The Disability waiver provided in this Section 9.1 does not apply to any short-term disability.

9.2 Continued Eligibility; Disability Benefit

A Participant suffering from a Disability shall continue to be eligible for the benefits provided for in Articles 5, 6, 7 and 8. Notwithstanding the above, the Committee may in its discretion deem such Participant to have experienced a Termination of Employment. In that event, the Participant shall receive a Disability Benefit equal to his or her vested Account Balance at the time of the Committee's determination. The Disability Benefit shall be paid in a lump sum within 60 days of the Committee's exercise of its discretion. If the Participant is eligible to Retire at the time a Disability occurs, he or she shall be paid in accordance with Article 6. Any payment shall be subject to the Deduction Limitation.

9.3 Paid Leave of Absence

A Participant authorized to take a paid leave of absence shall continue to be considered employed by the Employer, and deferrals shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.

9.4 Unpaid Leave of Absence

A Participant authorized to take an unpaid leave of absence shall continue to be considered employed by the Employer but shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to paid status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year.

10. Beneficiary Designation

10.1 Beneficiary

Each Participant shall have the right to designate one or more Beneficiaries (including primary and contingent Beneficiaries) to receive any benefits payable under this Plan. The Beneficiary may be the same as or different from the Beneficiary designated under any other plan in which the Participant participates.

10.2 Change; Spousal Consent

A Participant shall have the right to change a Beneficiary by completing a new beneficiary designation on a form approved by the Committee. If the Participant designates someone other than his or her spouse as a Beneficiary, the spouse must consent to the designation in writing on a form approved by the Committee, and the signed consent form must be returned to the Committee. The Committee shall be entitled to rely on the last Beneficiary designation filed by the Participant and accepted by the Committee prior to the Participant's death.

10.3 No Beneficiary Designation

If a Participant fails to designate a Beneficiary or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under this Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate.

10.4 Doubt as to Beneficiary

If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, it shall have the right to withhold payments until the matter is resolved to the Committee's satisfaction.

10.5 Discharge of Obligations

The payment of benefits under this Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant and any other Beneficiary.

11. Termination; Amendment or Modification

11.1 Termination

Although each Employer anticipates that it will continue this Plan for an indefinite period of time, it reserves the right to terminate this Plan at any time with respect to any or all of its participating Employees. Upon termination, the vested Account Balances of the affected Participants shall be paid as provided in this Section 11.1. Such Account Balances will be determined as if the affected Participants had experienced a Termination of Employment on the date of Plan termination or, if Plan termination occurs after the date upon which a Participant was eligible to Retire, then as if that Participant had Retired on such date.

Prior to a Change in Control, if this Plan is terminated with respect to all Participants, an Employer shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum, or pursuant to a Monthly Installment Method or Specified Amount Installment Method of up to 240 months, with amounts credited and debited during the installment period as provided in Article 4. If this Plan is terminated with respect to less than all Participants, an Employer shall be required to pay such benefits in a lump sum. After a Change in Control, the Employer shall be required to pay such benefits in a lump sum.

Termination of this Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under this Plan as of the date of termination; provided, that the Employer shall have the right to accelerate installment payments without a premium or prepayment penalty by paying the Account Balance in a lump sum, or pursuant to a Monthly Installment Method or Specified Amount Installment Method using fewer months or larger payments, as applicable (provided that the present value of all payments that will have been received by a Participant at any given point of time under the different payment schedule shall equal or exceed the present value of all payments that would have been received at that point in time under the original payment schedule). For these purposes, the present value shall be determined prior to a Change in Control by the Committee in its discretion; after a Change in Control, the present value shall be determined by the Trustee in its discretion.

11.2 Amendment

The Company may, at any time, amend or modify this Plan in whole or in part; provided, that no amendment or modification shall decrease or restrict the value of a Participant's Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification or, if the amendment or modification occurs after the date upon which the Participant was eligible to Retire. The amendment or modification of this Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under this Plan as of the date of the amendment or modification; provided, that the Employer shall have the right to accelerate installment payments by paying the Account Balance in a lump sum, or a Monthly Installment Method using fewer months, or an Annual Installment Method using fewer years, or a Fixed Amount Installment Method or Specified Amount Installment Method using larger payments, than elected by the Participant and that the present value of all payments that will have been received by a Participant at any given point of time shall equal or exceed the present value of all payments that would have been received at that point in time under the original payment schedule. For these purposes, the present value shall be determined prior to a Change in Control by the Committee in its discretion; after a Change in Control, the present value shall be determined by the Trustee in its discretion.

11.3 Effect of Payment

The full payment of the applicable benefit under Article 5, 6, 7 or 8 shall completely discharge all obligations of the Employers and the Committee to a Participant and his or her designated Beneficiaries under this Plan.

12. Administration

12.1 Committee Duties

This Plan shall be administered by a Committee, which shall consist of the Board, or such committee as the Board may appoint. Members of the Committee may be Participants. The Committee shall have the discretion and authority, subject to Section 11.2, to make amendments to this Plan, or in its discretion it may recommend amendments to the Board for its action. The Committee shall have the discretion and authority to make, amend, interpret and enforce appropriate rules and regulations for the administration of this Plan and to decide or resolve, in its discretion, any and all questions involving interpretation of this Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

12.2 Administrative Committee; Agents

The Committee may, from time to time, appoint an Administrative Committee and delegate to the Administrative Committee such duties and responsibilities (but not the authority to amend this Plan) with respect to this Plan as the Committee may determine. The Committee, and the Administrative Committee, may employ agents and delegate to them such duties as either Committee sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to the Company.

12.3 Binding Effect of Decisions

The decisions or actions of the Committee, and of the Administrative Committee, with respect to the administration, interpretation and application of this Plan and the rules and regulations hereunder shall be final and conclusive and shall be binding on all persons having any interest in this Plan.

12.4 Indemnity of Committee and Administrative Committee

The Company shall indemnify and hold harmless the members of the Committee and the Administrative Committee, and any agent or employee to whom the duties of the Committee or the Administrative Committee may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, the Administrative Committee or any of their members or any such agent or employee.

13. Other Benefits and Agreements

The benefits provided for a Participant and Participant's Beneficiary under this Plan are in addition to any other benefits available to such Participant under any other plan or program of the Participant's Employer. This Plan shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

14. Claims Procedures

14.1 Filing Claim

A Participant or a Beneficiary, or the authorized representative of either (the "Claimant"), who believes that he or she is then entitled to benefits hereunder may file a written claim for such benefits with the Vice President of Human Resources. The Vice President of Human Resources may prescribe a form for filing such claims, and, if it does so, a claim will not be deemed properly filed unless such form is used, but the Secretary of the Vice President of Human Resources shall provide a copy of such form to any person whose claim for benefits is improper solely for this reason.

14.2 Claim Review

Claims that are properly filed will be reviewed by the Vice President of Human Resources, which will make its decision with respect to such claim and notify the Claimant in writing of such decision within 90 days (45 days in the case of a claim related to a Participant's Disability) after its receipt of the written claim; provided that the 90-day period (45-day period in the case of a claim related to a Participant's Disability) can be extended for up to an additional 90 days (30 days in the case of a claim related to a Participant's Disability) if the Vice President of Human Resources determines that special circumstances require an extension of time to process the claim and the Claimant is notified of the extension, and the reasons therefor, prior to the commencement of the extension. If the claim is wholly or partially denied, the written response to the Claimant shall include:

(a) the specific reason or reasons for the denial;

(b) reference to the specific Plan provisions on which the denial is based;

(c) a description of any additional information necessary for the Claimant to perfect his or her claim and an explanation why such information is necessary;

(d) a description of this Plan's claim appeal procedure (and the time limits applicable thereto), as set forth in Section 14.3;

(e) a statement of the Claimant's right to bring a civil action under ERISA following an adverse determination on appeal; and

(f) in the case of an adverse benefit determination related to the Participant's Disability:

(i) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol or other similar criterion; or a statement that such a rule, guideline, protocol or similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the Claimant upon request; or

(ii) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of this Plan to the Claimant's medical circumstances, or a statement that such explanation will be provided free of charge upon request.

14.3 Appeal

If the claim is denied in whole or in part, the Claimant may appeal such denial by filing a written request for appeal with the Administrative Committee within 60 days (180 days in the case of a claim related to the Participant's Disability) of receiving written notice that the claim has been denied. Such written request for appeal should include:

(a) a statement of the grounds on which the appeal is based;

(b) reference to the specific Plan provisions that support the claim;

(c) the reason or argument why the Claimant believes the claim should be granted and evidence supporting each reason or argument; and

(d) any other comments, documents, records or other information relating to the claim that the Claimant wishes to include.

Appeals will be considered by the Administrative Committee, which will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered by the Vice President of Human Resources in making its initial determination. The Administrative Committee will make its decision with respect to any appeal, and notify the Claimant in writing of such decision, within 60 days (45 days in the case of a claim related to the Participant's Disability) after the its receipt of the written request for appeal; provided that the 60-day period (45-day period in the case of a claim related to the Participant's Disability) can be extended for up to an additional 60 days (45 days in the case of a claim related to the Participant's Disability) if the Administrative Committee determines that special circumstances require an extension of time to process the appeal and the Claimant is notified of the extension, and the reasons therefor, prior to the commencement of the extension. During the appeal period, the Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, documents, records and other information relevant to his or her claim.

In the event the claim is denied on appeal, the written denial will include:

(a) the specific reason or reasons for the denial;

(b) reference to the specific Plan provisions on which the denial is based;

(c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim;

(d) a statement of the Claimant's right to bring a civil action under ERISA; and

(e) in the case of an adverse benefit determination related to the Participant's Disability:

(i) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol or other similar criterion; or a statement that such a rule, guideline, protocol or similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the Claimant upon request; or

(ii) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of this Plan to the Claimant's medical circumstances, or a statement that such explanation will be provided free of charge upon request.

14.4 Standard of Review

Any further review, judicial or otherwise, of the Administrative Committee's decision on the Claimant's claim will be limited to whether, in the particular circumstances, the Administrative Committee abused its discretion. In no event will such further review, judicial or otherwise, be on a de novo basis, because the Administrative Committee has discretionary authority to determine eligibility for benefits and to construe and interpret the terms and provisions of this Plan.

14.5 Legal Action

Compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan.

15. Trust

15.1 Establishment of the Trust

Each Employer shall at least annually transfer to the Trust such assets as it determines, in its sole discretion, are necessary to provide, on a present value basis, for its liabilities under this Plan.

15.2 Relationship of This Plan and the Trust

The provisions of this Plan shall govern the rights of a Participant to receive distributions pursuant to this Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall remain liable to carry out its obligations under this Plan.

15.3 Distributions From the Trust

Each Employer's obligations under this Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce pro tanto the Employer's obligations under this Plan.

16. Miscellaneous

16.1 Status of Plan

This Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that "is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). This Plan shall be administered and interpreted in a manner consistent with that intent.

16.2 Unsecured General Creditor

Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of any Employer or of the Trust. For purposes of the payment of benefits under this Plan, any and all of an Employer's assets including any assets of the Trust shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer's obligation under this Plan shall consist solely of an unfunded and unsecured promise to pay money in the future.

16.3 Employer's Liability

An Employer's liability for the payment of benefits shall be defined only by this Plan. No Employer shall have any obligation to a Participant under this Plan except as expressly provided in this Plan.

16.4 Nonassignability

Neither a Participant nor a Beneficiary nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof. All of such rights are expressly declared to be unassignable and nontransferable. None of the amounts payable under this Plan shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

16.5 Not a Contract of Employment

The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is an "at will" employment relationship that can be terminated at any time for any reason, or for no reason, with or without cause, and with or without notice, unless expressly provided otherwise in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

16.6 Furnishing Information

A Participant or Beneficiary shall cooperate with the Committee by furnishing any and all information requested by the Committee and shall take such other actions as may be requested in order to facilitate the administration of this Plan and the payments of benefits hereunder, including, but not limited to, taking such physical examinations as the Committee may deem necessary.

16.7 Captions

The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

16.8 Governing Law

Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Washington without regard to its conflicts of laws principles.

16.9 Notice

Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail or by facsimile, to the address below:

Vice President, Human Resources

Puget Sound Energy, Inc.

10608 N.E. 4th Street

Bellevue, WA 98004

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

16.10 Successors

The provisions of this Plan shall bind and inure to the benefit of the Company, the Employers and their successors and assigns and the Participant and the Participant's designated Beneficiaries.

16.11 Validity

If any provision of this Plan shall be found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

16.12 Incompetence

If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate, prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under this Plan for such payment amount.

16.13 Court Order

The Committee is authorized to make any payments directed by court order. If a court determines that a spouse or former spouse of a Participant has an interest in the Participant's benefits under this Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse's or former spouse's interest in the Participant's benefits under this Plan to that spouse or former spouse.

16.14 Distribution in the Event of Taxation

(a) In General

A Participant may request the Committee before a Change in Control, or the trustee of the Trust after a Change in Control, to distribute that portion of any benefit under this Plan that has become taxable prior to its receipt. The Committee shall not unreasonably withhold its consent to any such request. After a Change in Control, the Trustee shall consent to any such request upon a proper showing that the benefits are indeed taxable. Once consent to such a request is granted, this Plan shall distribute to the Participant an amount equal to the taxable portion of the benefit, but not more than the Participant's unpaid Account Balance. Distribution shall be made within 90 days of the date when the request is granted. Such a distribution shall reduce the Account Balance and the benefits to be paid under this Plan.

(b) Trust

If the Trust terminates and benefits are distributed from the Trust to a Participant, the Participant's benefits under this Plan shall be reduced to the extent of such distributions.

16.15 Insurance

The Employers, on their own behalf or on behalf of the Trustee, and, in their sole discretion, may apply for and procure insurance on the life of any Participant, in such amounts and in such forms as the Trust may choose. The Employers or the Trustee, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.

EX-10.57

Exhibit 10.57

PUGET SOUND ENERGY, INC.

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

Amended and Restated

Effective October 1, 2000

CONTENTS

1. DEFINITIONS

1.1. Account Balance

1.2. Annual Company Contribution Amount

1.3. Annual Deferral Amount

1.4. Beneficiary

1.5. Board

1.6. Change in Control

1.7. Code

1.8. Committee

1.9. Company

1.10. Company Contribution Account

1.11. Deferral Account

1.12. Director

1.13. Directors Fees

1.14. Disability

1.15. Disability Benefit

1.16. ERISA

1.17. Exchange Act

1.18. First Plan Year

1.19. Interim Payment

1.20. Measurement Funds

1.21. Monthly Installment Method

1.22. Participant

1.23. Plan

1.24. Plan Year

1.25. Pre-Retirement Survivor Benefit

1.26. PSP&L Plan

1.27. PSP&L Rollover Account

1.28. PSP&L Rollover Amount

1.29. Retirement or Retire

1.30. Section 16 Insider

1.31. Stock

1.32. Trust

1.33. Trustee

1.34. Unforeseeable Financial Emergency

1.35. WECo Plan

1.36. WECo Rollover Account

1.37. WECo Rollover Amount

1.38. WNG Plan

2.ENROLLMENT, PARTICIPATION

2.1 Enrollment Requirements

2.2 Participation

3.DEFERRAL ELECTIONS; COMPANY CONTRIBUTIONS

3.1 Election to Defer

3.2 Withholding of Annual Deferral Amounts

3.3 Annual Company Contribution Amount

3.4 PSP&L Rollover Amount

3.5 WECo Rollover Amount

4.VESTING; CREDITING TAXES

4.1 Vesting

4.2 Crediting or Debiting of Account Balances

   (a) Selection of Measurement Funds

   (b) Measurement Funds

   (c) Crediting or Debiting Method; Form of Payment

   (d) No Actual Investment

4.3 Self-Employment and Other Taxes

4.4 Withholding

5.INTERIM PAYMENTS; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

5.1 Interim Payments

5.2 Other Benefits Take Precedence over Interim Payments

5.3 Payments and Suspensions for Unforeseeable Financial Emergencies

5.4 Withdrawal Elections

6.RETIREMENT BENEFIT

6.1 Retirement Benefit

6.2 Payment of Retirement Benefit

6.3 Death Prior to Completion of Retirement Benefit

7.DEATH PRIOR TO RETIREMENT

7.1 Pre-Retirement Survivor Benefit

7.2 Payment of Pre-Retirement Survivor Benefit

8.DISABILITY

8.1 Disability Waiver

8.2 Continued Eligibility for Benefits

9.BENEFICIARY DESIGNATION

9.1 Beneficiary

9.2 Change; Spousal Consent

9.3 No Beneficiary Designation

9.4 Doubt as to Beneficiary

9.5 Discharge of Obligations

10.       LEAVE OF ABSENCE

11.       TERMINATION, AMENDMENT OR MODIFICATION

11.1 Termination

11.2 Amendment

11.3 Effect of Payment

12.       ADMINISTRATION

12.1 Committee Duties

12.2 Administrative Committee; Agents

12.3 Binding Effect of Decisions

12.4 Indemnity of Committee and Administrative Committee

13.       CLAIMS PROCEDURES

13.1 Presentation of Claim

13.2 Notification of Decision

13.3 Legal Action

14.       TRUST

14.1 Establishment of the Trust

14.2 Relationship of the Plan and the Trust

14.3 Distributions from the Trust

15.       MISCELLANEOUS

15.1 Status of Plan

15.2 Unsecured General Creditor

15.3 Company's Liability

15.4 Nonassignability

15.5 Furnishing Information

15.6 Captions

15.7 Governing Law

15.8 Notice

15.9 Successors

15.10 Validity

15.11 Incompetence

15.12 Court Order

15.13 Distribution in the Event of Taxation

      (a) In General

      (b) Trust

15.14 Insurance

PUGET SOUND ENERGY, INC.

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE

DIRECTORS

Amended and Restated

Effective October 1, 2000

Originally Effective: June 16, 1997

Purpose

The growth and success of Puget Sound Energy, Inc. (the "Company") depends on its ability to attract and retain the services of Directors of the highest competence, and to provide incentives that motivate the continued and effective service and contributions of such Directors. The purpose of this Plan is to advance the interests of the Company and its shareholders through a deferred compensation program designed to attract, motivate and retain such non-employee Directors. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

1.DEFINITIONS

For purposes of this Plan the following words and phrases shall have the meanings indicated, unless a different meaning is clearly indicated by the context:

1.1. Account Balance

"Account Balance" shall mean a credit on the records of the Company equal to the sum of the balances in a Participant's (i) Deferral Account, (ii) Company Contribution Account, (iii) PSP&L Rollover Account, and (iv) WECo Rollover Account. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely for the determination of the amounts due to a Participant or Beneficiary under this Plan.

1.2. Annual Company Contribution Amount

"Annual Company Contribution Amount" shall mean, for any Plan Year, the amount determined in accordance with Section 3.3.

1.3. Annual Deferral Amount

"Annual Deferral Amount" shall mean that portion of Directors Fees that the Participant elects to defer, in accordance with Article 3, for any Plan Year. In the event a Participant dies, Retires, or suffers a Disability (if deferrals cease in accordance with Section 7.1) during a Plan Year, the Annual Deferral Amount for the year shall be the amount actually deferred prior to such event.

1.4. Beneficiary

"Beneficiary" shall mean one or more individuals, trusts, estates or other entities designated in accordance with Article 8 to receive benefits under this Plan upon the death of a Participant.

1.5. Board

"Board" shall mean the board of directors of the Company.

1.6. Change in Control

"Change in Control" shall mean the first to occur of any of the following events:

(a)Any "person" (as that term is used in Sections 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of the Company's capital stock entitled to vote in the election of directors;

(b)During any period of not more than two consecutive years, not including any period prior to the adoption of this Plan, individuals who at the beginning of such period constitute the board of directors of the Company, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c), (d) or (e) of this Section 1.6) whose election by the board of directors or nomination for election by the Company's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)The shareholders of the Company approve any consolidation or merger of the Company, other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or merger hold more than 50% of the common stock of the surviving corporation immediately after the consolidation or merger;

(d)The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

(e)The shareholders of the Company approve the sale or transfer of all or substantially all of the assets of the Company to parties that are not within a "controlled group of corporations" (as defined in Code Section 1563) in which the Company is a member.

1.7. Code

"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.8. Committee

"Committee" shall mean the committee described in Article 11, and if an Administrative Committee has been appointed pursuant to Article 11 shall include such Administrative Committee.

1.9. Company

"Company" shall mean Puget Sound Energy, Inc., a Washington corporation, and any successor to all or substantially all of the Company’s assets or business.

1.10. Company Contribution Account

“Company Contribution Account” shall mean an account on the books of the Company that reflects (i) the sum of the Participant’s Annual Company Contribution Amounts, plus (ii) amounts credited to the Participant’s Company Contribution Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant’s Company Contribution Account.

1.11. Deferral Account

"Deferral Account" shall mean an account on the books of the Company that reflects (i)  the sum of the Participant's Annual Deferral Amounts, plus (ii) amounts credited to the Participant’s Deferral Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant's Deferral Account.

1.12. Director

"Director" shall mean any member of the Board who is not an employee of the Company.

1.13. Directors Fees

"Directors Fees" shall mean amounts paid to a Director as compensation (but not as reimbursement of expenses) for serving on the Board, including retainer fees and meeting fees.

1.14. Disability

"Disability" shall mean a period of disability during which a Participant qualifies for long-term disability benefits under the Company's long-term disability plan, or, if the Participant does not participate in such plan, a period of disability during which the Participant would have qualified for long-term disability benefits under such a plan had the Participant been a participant in such plan, as determined in the sole discretion of the Committee. If the Company does not sponsor such a plan, or discontinues sponsorship of such a plan, the Committee in its sole discretion shall determine Disability. Disability does not include any period of short-term disability as under any Company plan providing short-term disability benefits.

1.15. Disability Benefit

"Disability Benefit" shall mean the benefit set forth in Article 7.

1.16. ERISA

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.17. Exchange Act

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

1.18. First Plan Year

“First Plan Year” shall mean the period beginning June 16, 1997 and ending December 31, 1997.

1.19. Interim Payment

"Interim Payment" shall mean the payment described in Section 4.1.

1.20. Measurement Funds

"Measurement Funds" shall mean the funds described in Section 4.2.

1.21. Monthly Installment Method

"Monthly Installment Method" shall mean a monthly installment payment over the number of months selected by the Participant in accordance with this Plan, calculated as provided in this Section. The Account Balance of the Participant shall be calculated as of the close of business not more than ten (10) business days prior to the last business day of the month. The monthly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of monthly payments due the Participant. By way of example, if the Participant elects a 120-month Monthly Installment Method, the first payment shall be 1/120 of the Account Balance, calculated as described in this definition. The following month, the payment shall be 1/119 of the Account Balance, calculated as described in this definition. Each monthly installment shall be paid on or as soon as practicable after the last business day of the applicable month.

1.22. Participant

"Participant" shall mean any Director who elects to participate in the Plan. Status as a Participant shall continue for as long as the individual has an Account Balance under the Plan, even if he or she is no longer a Director. A spouse or former spouse of a Participant shall not be treated as a Participant even if such spouse has an interest in the Participant's benefits under the Plan.

1.23. Plan

"Plan" shall mean this Deferred Compensation Plan for Directors, as it may be amended from time to time.

1.24. Plan Year

"Plan Year" shall mean, except for the First Plan Year, a period beginning on January 1 of each year and continuing through December 31 of such year.

1.25. Pre-Retirement Survivor Benefit

"Pre-Retirement Survivor Benefit" shall mean the benefit set forth in Article 6.

1.26. PSP&L Plan

“PSP&L Plan” shall mean the Puget Sound Power & Light Company Deferred Compensation Plan for Directors and Consultants, as amended and restated effective October 31, 1986 and as subsequently amended.

1.27. PSP&L Rollover Account

"PSP&L Rollover Account" shall mean an account on the books of the Company that reflects (i) a Participant's PSP&L Rollover Amount, plus (ii) amounts credited to the Participant’s PSP&L Rollover Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant’s PSP&L Rollover Account.

1.28. PSP&L Rollover Amount

"PSP&L Rollover Amount" shall be the amount determined in accordance with Section 3.4.

1.29. Retirement or Retire

"Retirement", "Retire(s)" or "Retired" shall refer to resignation or retirement from the Board or termination of service as a Director for any reason.

1.30. Section 16 Insider

"Section 16 Insider" shall mean any participant who is, with respect to the Company, subject to Section 16 of the Exchange Act.

1.31. Stock

“Stock” shall mean Puget Sound Energy, Inc. Common Stock, $10.00 stated value, or any other equity security of the Company designated by the Committee.

1.32. Trust

"Trust" shall mean one or more trusts established pursuant to that certain Master Trust Agreement, dated as of June 16, 1997 between the Company and the trustee named therein, as amended from time to time.

1.33. Trustee

"Trustee" shall mean the financial institution acting at the time as trustee of the Trust.

1.34. Unforeseeable Financial Emergency

"Unforeseeable Financial Emergency" shall mean an unanticipated severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident to the Participant or a dependent of the Participant, (ii) a loss of the Participant's residence or other property due to casualty, or (iii) other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.35. WECo Plan

“WECo Plan” shall mean the Washington Energy Company Deferred Compensation Plan for Non-Employee Directors, as adopted by Washington Energy Company, a Washington corporation, and as subsequently amended.

1.36. WECo Rollover Account

"WECo Rollover Account" shall mean an account on the books of the Company that reflects (i) a Participant's WECo Rollover Amount, plus (ii) amounts credited to the Participant’s WECo Rollover Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant’s WECo Rollover Account.

1.37. WECo Rollover Amount

"WECo Rollover Amount" shall mean the amount determined in accordance with Section 3.5.

1.38. WNG Plan

"WNG Plan" shall mean the Washington Natural Gas Company Deferred Compensation Plan, as amended and restated effective September 1, 1995, adopted by Washington Natural Gas Company, a Washington corporation, and as subsequently amended.

2.ENROLLMENT, PARTICIPATION

2.1 Enrollment Requirements

A Director wishing to participate in the Plan shall complete and return to the Committee an election form and a beneficiary designation form, and such other materials as the Committee may request, within 30 days after election to the Board.

2.2 Participation

A Director shall commence participation in the Plan on the first day of the month following the month in which the Director completes all enrollment requirements. A Director who does not meet the requirements within the time specified in Section 2.1 shall not be eligible to participate in the Plan until the first day of the Plan Year following delivery to and acceptance by the Committee of the required forms.

3.DEFERRAL ELECTIONS; COMPANY CONTRIBUTIONS

3.1 Election to Defer

A Director may annually make an irrevocable election to defer all or a designated portion of the Directors Fees that may be payable for a Plan Year. The Director shall deliver the Election Form to the Committee by December 31 of the Plan Year preceding the Plan Year for which the election is made. If no election form is timely delivered, the Director's Annual Deferral Amount for that Plan Year shall be zero.

3.2 Withholding of Annual Deferral Amounts

Directors Fees deferred under this Plan shall be withheld at the time they otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

3.3 Annual Company Contribution Amount

For each Plan Year, the Company in its sole discretion may credit any amount it determines to any Participant’s Company Contribution Account under this Plan. Such amount shall be the Annual Company Contribution Amount for the Participant for that Plan Year. The Company may credit different amounts for different Participants. A credit awarded to one Participant shall not bind the Company to credit any amount to any other Participant. An Annual Company Contribution Amount shall be credited as of the last day of the Plan Year. If a Participant is not a Director as of the last day of a Plan Year other than by reason of Retirement or death, the Annual Company Contribution Amount for that Plan Year shall be zero.

3.4 PSP&L Rollover Amount

If a Director has an account balance in the PSP&L Plan on June 16, 1997, that account balance shall be transferred to the Director’s Account Balance under this Plan. The balance shall thereafter be governed by the terms and conditions of this Plan, and shall be referred to as the “PSP&L Rollover Amount.” Any elections made by the Participant with respect to a balance under the PSP&L Plan shall apply to the PSP&L Rollover Amount under this Plan until changed as provided in this Plan.

3.5 WECo Rollover Amount

If a Director has an account balance as a result of deferrals pursuant to the WECo Plan or the WNG Plan on June 16, 1997, the Director's aggregate account balance under such plan or plans shall be transferred to the Director’s Account Balance under this Plan. It shall thereafter be governed by the terms and conditions of this Plan, and shall be referred to as the “WECo Rollover Amount.” Any elections made by the Participant with respect to such account balance shall apply to the WECo Rollover Amount under this Plan until changed as provided in this Plan.

4.VESTING; CREDITING TAXES

4.1 Vesting

A Participant shall at all times be fully vested in his or her Account Balance.

4.2 Crediting or Debiting of Account Balances

Amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules and such other rules and procedures as the Committee may establish in its discretion:

(a) Selection of Measurement Funds

In connection with an initial deferral election, a Participant shall select one or more Measurement Funds to be used to determine the amounts to be credited to the Account Balance. A Participant may change a selection by submitting a new election to the Committee on a form approved by the Committee. Any such selection shall take effect in the calendar quarter next succeeding the quarter in which the election form is received by the Committee, and shall continue in effect thereafter until changed in accordance with this subsection. The Participant shall specify, in increments of ten percentage points (10%), the percentage of the Account Balance to be allocated to any Measurement Fund. However, if a Participant is in payment status under the Monthly Installment Method or the Annual Installment Method, he or she shall only be allowed to reallocate funds to or from the Company Stock Fund account by December 31 of any Plan Year, to be effective the following January 1. Participants who are Section 16 Insiders may reallocated funds to or from their Company Stock Fund account only in accordance with Company policies on insider trading and in compliance with the rules for "Discretionary Transactions" as defined in Rule 16B-3 (or any successor provision) under the Exchange Act.

(b) Measurement Funds

The Committee may, in its sole discretion, discontinue, substitute or add any Measurement Funds, but at least two Measurement Funds will always be available. Any change in available Measurement Funds will take effect no later than the first day of the calendar quarter that follows by thirty (30) days the day on which the Committee gives Participants written notice of such action, unless the Committee in is sole discretion, designates an alternate change period. With respect to Participants who are Section 16 Insiders, transfers to or from the Company Stock Fund will be allowed only pursuant to Company policies on insider trading and in compliance with the rules for Discretionary Transactions as defined in Rule 16b-3 (or any successor provisions) under the Exchange Act.

(c) Crediting or Debiting Method; Form of Payment

A Participant's Account Balance, other than amounts allocated to the Company Stock Fund, shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant. Performance shall be determined by the Committee in its sole discretion as if (i) the Participant's Account Balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable during such calendar quarter, as of the close of business on the first business day of such calendar quarter, at the closing price on such date; (ii) the portion of the Annual Deferral Amount that was actually deferred during any calendar quarter was invested in the Measurement Funds selected by the Participant, in the percentages applicable to such calendar quarter, no later than the close of business on the tenth business day after the day on which such amounts are actually deferred from the Participant's Directors Fees, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant's Account Balance was withdrawn from the Measurement Funds, in the percentages applicable to such calendar quarter, no earlier than ten business days prior to the distribution, at the closing price on such date. The Participant's Annual Company Matching Amount shall be credited to his or her Account for purposes of this clause (c) as of the close of business on the first business day in February of the Plan Year following the Plan Year to which they relate. The Participant’s WECo Rollover Amount or PSP&L Rollover Amount shall be credited as of June 16, 1997.

A Participant's Account Balance that is allocated to the Company Stock Fund shall be credited at the time the Participant would have been paid if the shares would have been held by the Participant, with additional Stock units equal in number to the number of shares of Company Stock that could be purchased with the amount of any cash dividends or other distributions that would be payable on the number of shares of Company Stock that equals the number of Stock units in such Account Balance. The number of Stock units credited to a Participant's Account Balance shall be appropriately adjusted to reflect (i) Stock splits, Stock dividends and other like adjustments in such Account Balance that were allocated to the Company Stock Fund, and (ii) any distributions made to the Participant that decrease the portion of such Account Balance allocated to the Company Stock Fund.

A Participant's Account Balance that is allocated to the Company Stock Fund shall be payable only in Stock, plus cash for any factional shares.

Lump sum payments are valued as of (i) the Participant's date of Termination, Retirement, Death or Disability, (ii) as of the first business day for the appropriate Plan Year for deferrals designated as Interim Payments, or (iii) when approved by the Committee for Payments due to Unforeseeable Financial Emergencies as defined in Section 5.3.

(d) No Actual Investment

The Measurement Funds are to be used for measurement purposes only. A Participant's selection of a Measurement Fund and the crediting or debiting of amounts to a Participant's Account Balance based on such selection shall not be considered or construed as an actual investment in any such Measurement Fund. If the Company or the Trustee, in their discretion, invests assets in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust. With respect to Account Balances and other rights under this Plan, the Participant shall at all times be and remain an unsecured general creditor of the Company.

4.3 Self-Employment and Other Taxes

The Company shall withhold from a Participant’s Directors Fees or Annual Deferral Amount, in a manner determined by the Company, the Participant’s share of self-employment and other taxes that may be required to be withheld.

4.4 Withholding

The Company or the Trustee shall withhold from any payments made to a Participant or Beneficiary all federal, state and local income, employment and other taxes required to be withheld from such payments, in amounts and in a manner determined in the discretion of the Company or the Trustee.

5.INTERIM PAYMENTS; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

5.1 Interim Payments

A Participant may irrevocably elect to receive an Interim Payment from the Plan with respect to any Annual Deferral Amount. The Interim Payment shall be an amount that is equal to the Annual Deferral Amount plus amounts credited or debited to that amount in the manner provided in Section 4.2, determined at the time that the Interim Payment becomes payable. Each Interim Payment shall be paid in a lump sum within 60 days after the last day of any Plan Year designated by the Participant that is at least two Plan Years after the Plan Year in which the Annual Deferral Amount is deferred. For example, if a two-year Interim Payment is elected for Annual Deferral Amounts that are deferred in the Plan Year commencing January 1, 1999, the two-year Interim Payment would become payable during a 60-day period commencing January 1, 2002.

5.2 Other Benefits Take Precedence over Interim Payments

Payments under Sections 5.3 and 5.4, and Articles 6, 7, 8 and 9 take precedence over Interim Payments. Payments under those Sections and Articles may be made from Annual Deferral Amounts that otherwise would be payable as Interim Payments.

5.3 Payments and Suspensions for Unforeseeable Financial Emergencies

If a Participant experiences an Unforeseeable Financial Emergency, the Participant may request either or both of (i) suspension of any deferrals then in effect and (ii) a partial or full payment from the Plan. The payment shall not exceed the lesser of the Participant's Account Balance or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If the Committee approves such a request, suspension shall take effect on the date of approval and any payment shall be made within 60 days of the date of approval.

5.4 Withdrawal Elections

A Participant (or, after the Participant’s death, his or her Beneficiary) may elect to withdraw part or all of the Account Balance, calculated as if the Participant had Retired as of the day of the election. Any such withdrawal shall be subject to a penalty equal to 10% of the amount elected. The amount of the penalty shall be forfeited to the Company. This election may be made at any time and whether or not the Participant or Beneficiary is being paid pursuant to an installment payment schedule. No partial withdrawals of less than $25,000 shall be allowed. The Participant or Beneficiary shall make this election by giving the Committee written notice in a form determined from time to time by the Committee. The Participant or Beneficiary shall be paid the withdrawal amount within 60 days of the election. Once a withdrawal amount is paid, any deferral election under the Plan shall terminate and the Participant shall not be eligible to make deferrals of Directors Fees for the remainder of the Plan Year in which the Withdrawal Amount is paid.

6.RETIREMENT BENEFIT

6.1 Retirement Benefit

A Participant who Retires shall receive his or her Account Balance as a Retirement Benefit.

6.2 Payment of Retirement Benefit

A Participant may elect, in a manner determined by the Committee, to receive Retirement Benefits in a lump sumor under a Monthly Installment Method of not more than 240 months; provided, however, that to the extent a Participant receives Retirement Benefits in Stock from the Company Stock Fund, a Participant may elect to receive such Retirement Benefits only in a lump sum or under the Monthly Installment Method for the same period that benefits from the other Measurement Funds are elected and paid. The election may be changed to an allowable alternative payment period by submitting a new election to the Committee, in a form approved by the Committee, provided that any such election must be submitted and accepted at least one year before the Participant's Retirement. The Election Form most recently accepted by the Committee shall govern the payment of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made no later than 60 days after the date the Participant Retires. Monthly Installment Method payments shall commence no later than 60 days after the Participant retires; however, any annual distributions from the Company Stock Fund shall be distributed each subsequent year in January.

6.3 Death Prior to Completion of Retirement Benefit

If a Participant dies after Retirement but before the Retire-ment Benefit is paid in full, the unpaid Retirement Benefit payments shall be paid to the Participant's Beneficiary. Payment shall be made in the same manner and in the same amounts as the benefit that would have been paid to the Participant had the Participant survived. If requested by the Beneficiary and allowed in the sole discretion of the Committee, payment may be made in a lump sum equal to the Participant's unpaid remaining Account Balance at the time of payment.

7.DEATH PRIOR TO RETIREMENT

7.1 Pre-Retirement Survivor Benefit

The Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant's Account Balance, if the Participant dies before Retirement.

7.2 Payment of Pre-Retirement Survivor Benefit

A Participant may elect, in a manner determined by the Committee, whether the Pre-Retirement Survivor Benefit shall be paid to his or her Beneficiary in a lump sum or pursuant to a Monthly Installment Method of no more than 240 months. The Participant may change this election to any allowable alternative payment period by submitting a new election to the Committee, in a form approved by the Committee. The election most recently accepted by the Committee prior to the Participant's death shall govern the payment of the Participant's Pre-Retirement Survivor Benefit. If a Participant does not make any election with respect to the payment of the Pre-Retirement Survivor Benefit, then such benefit shall be paid in a lump sum unless the Committee in its discretion decides that payment shall be made in such installments as the Committee determines. A lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the date of the Participant's death.

8.DISABILITY

8.1 Disability Waiver

A Participant suffering from a Disability shall be excused from deferral of Directors Fees during the period of Disability and shall not make any additional deferral elections for as long as the Disability continues. For all other purposes, the Participant will continue to participate in the Plan. A Participant who returns to service as a Director after the Disability ceases may elect an Annual Deferral Amount for the Plan Year following his or her return to service, in accordance with Section 3.1.

8.2 Continued Eligibility for Benefits

A Participant suffering a Disability shall continue to be eligible for the benefits provided for in Articles 5, 6 and 7.

9.BENEFICIARY DESIGNATION

9.1 Beneficiary

Each Participant shall have the right to designate one or more Beneficiaries (including primary and contingent Beneficiaries) to receive any benefits payable under the Plan. The Beneficiary may be the same as or different from the Beneficiary designated under any other plan in which the Participant participates.

9.2 Change; Spousal Consent

A Participant shall have the right to change a Beneficiary by completing a new beneficiary designation on a form approved by the Committee. If the Participant designates someone other than his or her spouse as a Beneficiary, the spouse must consent to the designation in writing on a form approved by the Committee, and the signed consent form must be returned to the Committee. The Committee shall be entitled to rely on the last Beneficiary designation filed by the Participant and accepted by the Committee prior to the Participant's death.

9.3 No Beneficiary Designation

If a Participant fails to designate a Beneficiary or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the Participant's benefits remaining under the Plan shall be payable to the executor or personal representative of the Participant's estate.

9.4 Doubt as to Beneficiary

If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to the Plan, it shall have the right to withhold payments until the matter is resolved to its satisfaction.

9.5 Discharge of Obligations

The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company and the Committee from all further obligations under the Plan with respect to the Participant and any other Beneficiary.

10.LEAVE OF ABSENCE

If a Participant is authorized for any reason to take a leave of absence from the Board, the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to the Board. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year.

11.TERMINATION, AMENDMENT OR MODIFICATION

11.1 Termination

Although the Company anticipates that it will continue the Plan for an indefinite period of time, it reserves the right to terminate the Plan at any time. Upon termination, the Account Balances of the Participants shall be paid as provide in this Section. Such Account Balances shall be determined as if the affected Participants had Retired on the date of Plan termination or, if Plan termination occurs after the date upon which a Participant was eligible to Retire, then as if that Participant had Retired on such date.

Prior to a Change in Control, if the Plan is terminated with respect to all Participants, the Company shall have the right, in its sole discre-tion, and notwith-standing any elections made by the Participant, to pay such benefits in a lump sum or pursuant to a Monthly Installment Method of up to 240 months, with amounts credited and debited during the installment period as provided in Article 4. If the Plan is terminated with respect to less than all Participants, the Company shall be required to pay such benefits in a lump sum. After a Change in Control, the Company shall be required to pay such benefits in a lump sum. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination; provided , that the Company shall have the right to accelerate installment payments without a premium or prepayment penalty by paying the Account Balance in a lump sum or pursuant to a Monthly Installment Method using fewer months (provided that the present value of all payments that will have been received by a Participant at any given point of time under the different payment schedule shall equal or exceed the present value of all payments that would have been received at that point in time under the original payment schedule). For these purposes, the present value shall be determined prior to a Change in Control by the Committee in its discretion; after a Change in Control, present value shall be determined by the Trustee in its discretion.

11.2 Amendment

The Company may, at any time, amend or modify the Plan in whole or in part; provided, that no amendment or modification shall decrease or restrict the value of a Participant's Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had Retired on the effective date of the amendment or modification or, if (i) the amendment or modification occurs after the date upon which the Participant was eligible to Retire, or (ii) the Participant is a Consultant, as if the Participant had Retired as of the date of the amendment or modification. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under this Plan as of the date of the amendment or modification; provided, that the Employer shall have the right to accelerate installment payments by paying the Account Balance in a lump sum or pursuant to a Monthly Installment Method using fewer months (provided that the present value of all payments that will have been received by a Participant at any given point of time under the different payment schedule shall equal or exceed the present value of all payments that would have been received at that point in time under the original payment schedule). For this purpose, the present value shall be determined prior to a Change in Control by the Committee in its discretion; after a Change in Control, present value shall be determined by the Trustee in its discretion.

11.3 Effect of Payment

The full payment of the applicable benefit under Articles 5, 6, 7 or 8 of the Plan shall completely discharge all obligations of the Company and the Committee to a Participant and his or her designated Beneficiaries under this Plan.

12.ADMINISTRATION

12.1 Committee Duties

This Plan shall be administered by a Committee, which shall consist of the Board or such committee as the Board may appoint. Members of the Committee may be Participants. The Committee shall have the discretion and authority, subject to Section 11.2, to make amendments to the Plan or in its discretion it may recommend amendments to the Board for its action. The Committee shall have the discretion and authority to make, amend, interpret, and enforce appropriate rules and regulations for the administration of this Plan and to decide or resolve, in its discretion, any and all questions involving interpretation of this Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

12.2 Administrative Committee; Agents

The Committee may, from time to time, appoint an administrative Committee and delegate to the administrative Committee such duties and responsibilities (but not the authority to amend the Plan) with respect to the Plan as the Committee may determine. The Committee and the administrative Committee may employ agents and delegate to them such duties as either Committee sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to the Company.

12.3 Binding Effect of Decisions

The decisions or actions of the Committee, and of the Administrative Committee, with respect to the administration, interpretation and application of the Plan and the rules and regulations hereunder shall be final and conclusive and shall be binding upon all persons having any interest in the Plan.

12.4 Indemnity of Committee and Administrative Committee

The Company shall indemnify and hold harmless the members of the Committee, the Administrative Committee, and any agent or employee to whom the duties of the Committee or the Administrative Committee may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, the Administrative Committee or any of their members or any such agent or employee.

13.CLAIMS PROCEDURES

13.1 Presentation of Claim

Any Participant or Beneficiary (such Participant or Beneficiary being referred to in this Article as a "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after the Claimant received such notice. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

13.2 Notification of Decision

The Committee shall consider a Claimant's claim within a reasonable time, and shall notify the Claimant in writing:

(a) That the Claimant's requested determination has been made, and that the claim has been allowed in full; or

(b) That the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination. Such notice shall state:

(i) The specific reason(s) for the denial of the claim, or any part of it;

(ii) Specific reference(s) to pertinent provisions of the Plan upon which such denial was based.

13.3 Legal Action

Compliance with the foregoing provisions of this Article 13 is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under the Plan.

14.TRUST

14.1 Establishment of the Trust

The Company shall at least annually transfer to the Trust such assets as it determines, in its sole discretion, are necessary to provide, on a present value basis, for its liabilities with respect to the Annual Deferral Amounts, Annual Company Contribution Amounts, PSP&L Rollover Amount and WECo Rollover Amount for all period prior to the transfer, as well as any debits and credits to the Participants' Account Balances for all periods prior to the transfer, taking into consideration the value of the assets in the Trust at the time of the transfer.

14.2 Relationship of the Plan and the Trust

The provisions of the Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Company, the Participants and the creditors of the Company to the assets transferred to the Trust. The Company shall remain liable to carry out its obligations under the Plan.

14.3 Distributions from the Trust

The Company's obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce pro tanto the Company's obligations under the Plan.

15.MISCELLANEOUS

15.1 Status of Plan

The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a). The Plan shall be administered and interpreted in a manner consistent with that intent.

15.2 Unsecured General Creditor

Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company or of the Trust. For purposes of the payment of benefits under this Plan, any and all of the Company's assets including assets of the Trust shall be, and remain, the general, unpledged unrestricted assets of the Company. The Company's obligation under the Plan shall consist solely of an unfunded and unsecured promise to pay money in the future.

15.3 Company's Liability

The Company's liability for the payment of benefits shall be defined only by the Plan. The Company shall have no obligation to a Participant under the Plan except as expressly provided in the Plan.

15.4 Nonassignability

Neither a Participant nor a Beneficiary nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof. All of such rights are expressly declared to be, unassignable and non-transferable. None of the amounts payable under the Plan shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, or be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency, or be transferable to a spouse as a result of a property settlement or otherwise.

15.5 Furnishing Information

A Participant or Beneficiary shall cooperate with the Committee by furnishing any and all information requested by the Committee and shall take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

15.6 Captions

The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

15.7 Governing Law

Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Washington without regard to its conflicts of laws principles.

15.8 Notice

Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, or by facsimile to the address below:

Director of Human Resources

Puget Sound Energy, Inc.

Post Office Box 97034

Bellevue, WA 98009-9734

Any such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant or Beneficiary.

15.9 Successors

The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant's designated Beneficiaries.

15.10 Validity

If any provision of this Plan shall be found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

15.11 Incompetence

If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or a person incapable of handling the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

15.12 Court Order

The Committee is authorized to make any payments directed by court order. If a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse's or former spouse's interest in the Participant’s benefits under the Plan to that spouse or former spouse.

15.13 Distribution in the Event of Taxation

(a) In General

A Participant may request the Committee before a Change in Control, or the trustee of the Trust after a Change in Control, for a distribution of that portion of any benefit under the Plan that has become taxable prior to its receipt. The Committee shall not unreasonably withhold its consent to any such request. After a Change in Control, the Trustee shall consent to any such request upon a proper showing that the benefits are indeed taxable. Once consent to the request is granted, the Plan shall distribute to the Participant an amount equal to the taxable portion of the benefit, but not exceed more than the Participant's unpaid Account Balance. Distribution shall be made within 90 days of the date when the request is granted. Such a distribution shall reduce the Account Balance and the benefits to be paid under this Plan.

(b) Trust

If the Trust terminates and benefits are distributed from the Trust to a Participant, the Participant's benefits under this Plan shall be reduced to the extent of such distributions.

15.14 Insurance

The Company, on its own behalf or on behalf of the trustee of the Trust, and in its sole discretion may apply for and procure insurance on the life of any Participant, in such amounts and in such forms as the Company may choose. The Company or the trustee of the Trust and, , as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Company shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to which the Company has applied for insurance.

AMENDMENT TO

PUGET SOUND ENERGY, INC.

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

This Amendment is made to the Puget Sound Energy, Inc. Deferred Compensation Plan for Non-Employee Directors, effective June 16, 1997 (the "Plan"). All terms defined in the Plan shall have the same meanings when used herein. This Amendment is effective June 16, 1997. All provisions of the Plan not amended by this Amendment shall remain in full force and effect.

Section 1.6 ("Change in Control") is amended by adding the following provisions at the end of subsection (a) thereof:

provided, however, that the following acquisitions of beneficial ownership shall not constitute a Change of Control: (i) an acquisition by the Company or by any entity related to the Company within the meaning of Code Section 414(b), (c), (m) or (o), (ii) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or by any such related entity, or (iii) the acquisition of the Company's common stock by Puget Energy, Inc. pursuant to the plan of exchange effective January 1, 2001;

AMENDMENT TO

PUGET SOUND ENERGY, INC.

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

This Amendment is made to the Puget Sound Energy, Inc. Deferred Compensation Plan for Non-Employee Directors, effective June 16, 1997 and as most recently amended effective October 1, 2000 (the "Plan"). This Amendment is effective January 1, 2001. All terms defined in the Plan shall have the same meanings when used herein. All provisions of the Plan not amended by this Amendment shall remain in full force and effect.

1.Section 1.31 ("Stock") shall be amended in its entirety to read as follows:

"Stock" shall mean the common stock of Puget Energy, Inc. that is traded on the New York Stock Exchange or the common stock of any successor to Puget Energy, Inc. that is publicly traded. All references in the Plan to "Puget Energy, Inc." shall be deemed to include its successor. To the extent such successor's stock is traded on an exchange other than the New York Stock Exchange, all references in the Plan to "New York Stock Exchange" shall be deemed to include such other exchange.

2.A new section ("Stock Fund") shall be created immediately after Section 1.31 ("Stock Fund") to read as set forth below and the subsequent sections of Article 1 shall be renumbered accordingly:

"Stock Fund" shall mean the Measurement Fund that corresponds to the fair market value of Stock.

EX-12.1

										Exhibit 12.1
PUGET ENERGY
STATEMENT SETTING FORTH COMPUTATIONS OF RATIOS OF
EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
	12 Months
	Ended
	December 31,			Years Ended December 31,
	2004			2003			2002			2001			2000			1999
Earnings Available For Fixed Charges:
Pre-tax income:
Income from continuing operations	$	47,954		$	121,694		$	118,750		$	121,588		$	193,831		$	185,567
Income taxes		74,963			72,369			59,260			79,838			129,823			109,164
Income taxes charged to other income - net		(55	)		(150	)		2,212			4,590			1,411			2,909
Capitalized interest		(2,796	)		(2,272	)		(1,397	)		(833	)		(1,264	)		(3,692	)
Total	$	120,066		$	191,641		$	178,825		$	205,133		$	323,801		$	293,948
Fixed charges:
Interest expense	$	178,510		$	188,387		$	198,346		$	194,505		$	184,405		$	160,966
Other interest		2,796			2,272			1,397			883			1,264			3,692
Portion of rentals representative of the interest factor		8,135			7,183			7,458			7,379			5,002			4,575
Total	$	189,441		$	197,842		$	207,201		$	202,767		$	190,671		$	169,233
Earnings available for combined fixed charges	$	309,507		$	389,483		$	386,026		$	407,900		$	514,472		$	463,181
Ratio of Earnings to Fixed Charges		1.63x			1.97x			1.86x			2.01x			2.70x			2.74x

PUGET ENERGY
STATEMENT SETTING FORTH COMPUTATIONS OF RATIOS OF
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Dollars in Thousands)
	12 Months
	Ended
	December 31,			Years Ended December 31,
	2004			2003			2002			2001			2000			1999
Earnings Available for Combined Fixed Charges and
Preferred Dividend Requirements:
Pre-tax income:
Income from continuing operations	$	47,954		$	121,694		$	118,750		$	121,588		$	193,831		$	185,567
Income taxes		74,963			72,369			59,260			79,838			129,823			109,164
Income taxes charged to other income - net		(55	)		(150	)		2,212			4,590			1,411			2,909
Subtotal		122,862			193,913			180,222			206,016			325,065			297,640
Capitalized interest		(2,796	)		(2,272	)		(1,397	)		(883	)		(1,264	)		(3,692	)
Total	$	120,066		$	191,641		$	178,825		$	205,133		$	323,801		$	293,948
Fixed charges:
Interest expense	$	178,510		$	188,387		$	198,346		$	194,505		$	184,405		$	160,966
Other interest		2,796			2,272			1,397			883			1,264			3,692
Portion of rentals representative of the interest factor		8,135			7,183			7,458			7,379			5,002			4,575
Total	$	189,441		$	197,842		$	207,201		$	202,767		$	190,671		$	169,233
Earnings Available for Combined Fixed Charges and
Preferred Dividend Requirements	$	309,507		$	389,483		$	386,026		$	407,900		$	514,472		$	463,181
Dividend Requirement:
Fixed charges above	$	189,441		$	197,842		$	207,201		$	202,767		$	190,671		$	169,233
Preferred dividend requirements below		-			8,208			11,885			14,255			15,084			17,747
Total	$	189,441		$	206,050		$	219,086		$	217,022		$	205,755		$	186,980
Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends Requirement		1.63x			1.89x			1.76x			1.88x			2.50x			2.48x
Computation of Preferred Dividend Requirements:
(a) Pre-tax income	$	122,862		$	193,913		$	180,222		$	206,016		$	325,065		$	297,640
(b) Income from continuing operations	$	47,954		$	121,694		$	118,750		$	121,588		$	193,831		$	185,567
(c) Ratio of (a) to (b)		2.5621			1.5934			1.5177			1.6944			1.6771			1.6039
(d) Preferred dividends	$	-		$	5,151		$	7,831		$	8,413		$	8,994		$	11,065
Preferred dividend requirements [(d) multiplied by (c)]	$	-		$	8,208		$	11,885		$	14,255		$	15,084		$	17,747

EX-12.2

													Exhibit 12.2
PUGET SOUND ENERGY
STATEMENT SETTING FORTH COMPUTATIONS OF RATIOS OF
EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
	12 Months
	Ended
	December 31,			Years Ended December 31,
	2004			2003			2002			2001			2000			1999
Earnings Available For Fixed Charges:
Pre-tax income:
Income from continuing operations	$	126,192		$	120,055		$	108,948		$	119,130		$	193,831		$	185,567
Income taxes		77,176			70,939			52,836			76,915			129,823			109,164
Income taxes charged to other income - net		(17	)		(162	)		2,082			4,590			1,411			2,909
Capitalized interest		(2,796	)		(2,272	)		(1,397	)		(883	)		(1,264	)		(3,692	)
Total	$	200,555		$	188,560		$	162,469		$	199,752		$	323,801		$	293,948
Fixed charges:
Interest expense	$	171,831		$	182,779		$	192,829		$	190,849		$	184,405		$	160,966
Other interest		2,796			2,272			1,397			883			1,264			3,692
Portion of rentals representative of the interest factor		5,424			4,669			5,394			5,633			5,002			4,575
Total	$	180,051		$	189,720		$	199,620		$	197,365		$	190,671		$	169,233
Earnings available for combined fixed charges	$	380,606		$	378,280		$	362,089		$	397,117		$	514,472		$	463,181
Ratio of Earnings to Fixed Charges		2.11x			1.99x			1.81x			2.01x			2.69x			2.74x

PUGET SOUND ENERGY
STATEMENT SETTING FORTH COMPUTATIONS OF RATIOS OF
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Dollars in Thousands)
	12 Months
	Ended
	December 31,			Years Ended December 31,
	2004			2003			2002			2001			2000			1999
Earnings Available for Combined Fixed Charges and
Preferred Dividend Requirements:
Pre-tax income:
Income from continuing operations	$	126,192		$	120,055		$	108,948		$	119,130		$	193,831		$	185,567
Income taxes		77,176			70,939			52,836			76,915			129,823			109,164
Income taxes charged to other income - net		(17	)		(162	)		2,082			4,590			1,411			2,909
Subtotal		203,351			190,832			163,866			200,635			325,065			297,640
Capitalized interest		(2,796	)		(2,272	)		(1,397	)		(883	)		(1,264	)		(3,692	)
Total	$	200,555		$	188,560		$	162,469		$	199,752		$	323,801		$	293,948
Fixed charges:
Interest expense	$	171,831		$	182,779		$	192,829		$	190,849		$	184,405		$	160,966
Other interest		2,796			2,272			1,397			883			1,264			3,692
Portion of rentals representative of the interest factor		5,424			4,669			5,394			5,633			5,002			4,575
Total	$	180,051		$	189,720		$	199,620		$	197,365		$	190,671		$	169,233
Earnings Available for Combined Fixed Charges and
Preferred Dividend Requirements	$	380,606		$	378,280		$	362,089		$	397,117		$	514,472		$	463,181
Dividend Requirement:
Fixed charges above	$	180,051		$	189,720		$	199,620		$	197,365		$	190,671		$	169,233
Preferred dividend requirements below		-			8,188			11,779			14,169			15,084			17,747
Total	$	180,051		$	197,908		$	211,399		$	211,534		$	205,755		$	186,980
Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends Requirement		2.11x			1.91x			1.71x			1.88x			2.50x			2.48x
Computation of Preferred Dividend Requirements:
(a) Pre-tax income	$	203,351		$	190,832		$	163,866		$	200,635		$	325,065		$	297,640
(b) Income from continuing operations	$	126,192		$	120,055		$	108,948		$	119,130		$	193,831		$	185,567
(c) Ratio of (a) to (b)		1.6114			1.5895			1.5041			1.6842			1.6771			1.6039
(d) Preferred dividends	$	-		$	5,151		$	7,831		$	8,413		$	8,994		$	11,065
Preferred dividend requirements [(d) multiplied by (c)]	$	-		$	8,188		$	11,779		$	14,169		$	15,084		$	17,747

EX-21.1

Exhibit 21.1

Puget Energy, Inc.

SUBSIDIARIES

1.   Puget Sound Energy, Inc.

10885 N.E. Fourth Street, Suite 1200

Bellevue, Washington 98004-5515

2.   InfrastruX Group, Inc.

10900 N.E. Fourth Street, Suite 1900

Bellevue, Washington 98004-5515

EX-21.2

Exhibit 21.2

Puget Sound Energy, Inc.

SUBSIDIARIES

1.   GP Acquisition Corp.

c/o James W. Eldredge

10885 N.E. Fourth Street, Suite 1200

Bellevue, Washington 98004-5515

2.   Hydro Energy Development Corporation (HEDC)

10885 N.E. Fourth Street, Suite 1200

Bellevue, Washington 98004-5515

3.   LP Acquisition Corp.

c/o James W. Eldredge

10885 N.E. Fourth Street, Suite 1200

Bellevue, Washington 98004-5515

4.   Puget Western, Inc.

19515 North Creek Parkway

Suite 310

Bothell, Washington 98011

5.   WNG CAP I, Inc.

c/o James W. Eldredge

10885 N.E. Fourth Street, Suite 1200

Bellevue, Washington 98004-5515

6.   Rainier Receivables, Inc.

c/o James W. Eldredge

10885 N.E. Fourth Street, Suite 1200

Bellevue, Washington 98004-5515

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-85640 and 333-111810) and Form S-8 (File Nos. 333-61851-99, 333-23393-99, 333-41113-99, 333-41157-99, 33-52127-99, 333-76424, 333-84426, 333-103761) of Puget Energy, Inc. and on Form S-3 (File Nos. 333-111810-01) of Puget Sound Energy, Inc. of our reports dated March 1, 2005 relating to the consolidated financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this combined Form 10-K.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington

March 1, 2005

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen P. Reynolds, certify that:

I have reviewed this annual report on Form 10-K of Puget Energy;

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 1, 2005

/s/ Stephen P. Reynolds

Stephen P. Reynolds

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Bertrand A. Valdman, certify that:

I have reviewed this annual report on Form 10-K of Puget Energy;

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 1, 2005

/s/ Bertrand A. Valdman

Bertrand A. Valdman

Senior Vice President and

Chief Financial Officer

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen P. Reynolds, certify that:

I have reviewed this annual report on Form 10-K of Puget Sound Energy;

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 1, 2005

/s/ Stephen P. Reynolds

Stephen P. Reynolds

President and Chief Executive Officer

EX-31.4

Exhibit 31.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Bertrand A. Valdman, certify that:

I have reviewed this annual report on Form 10-K of Puget Sound Energy;

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 1, 2005

/s/ Bertrand A. Valdman

Bertrand A. Valdman

Senior Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Puget Energy, Inc. and Puget Sound Energy, Inc. (the "Companies") on Form 10-K for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Form 10-K"), I, Stephen P. Reynolds, the President and Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Companies.

Date: March 1, 2005

/s/ Stephen P. Reynolds

Stephen P. Reynolds

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Puget Energy, Inc. and Puget Sound Energy, Inc. (the "Companies") on Form 10-K for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Form 10-K"), I, Stephen P. Reynolds, the President and Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Companies.

Date: March 1, 2005

/s/ Bertrand A. Valdman

Bertrand A. Valdman

Senior Vice President and

Chief Financial Officer