POSASR

As filed with the Securities and Exchange Commission on February 9, 2009

Registration Nos. 333-132497, 333-132497-01, 333-132497-02

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PUGET ENERGY, INC. (Exact name of registrant as specified in its charter)	PUGET SOUND ENERGY, INC. (Exact name of registrant as specified in its charter)	PUGET SOUND ENERGY CAPITAL TRUST III (Exact name of registrant as specified in its charter)
Washington (State or other jurisdiction of incorporation or organization)	Washington (State or other jurisdiction of incorporation or organization)	Delaware (State or other jurisdiction of incorporation or organization)
91-1969407 (I.R.S. Employer Identification Number)	91-0374630 (I.R.S. Employer Identification Number)	Not Yet Applied For (I.R.S. Employer Identification Number)
10885 N.E. 4th Street, Suite 1200 Bellevue, Washington 98004 (425) 454-6363 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	10885 N.E. 4th Street, Suite 1200 Bellevue, Washington 98004 (425) 454-6363 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	10885 N.E. 4th Street, Suite 1200 Bellevue, Washington 98004 (425) 454-6363 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
JENNIFER L. O’CONNOR Senior Vice President, General Counsel, Chief Ethics and Compliance Officer and Corporate Secretary Puget Energy, Inc. 10885 N.E. 4th Street, Suite 1200 Bellevue, Washington 98004 (425) 454-6363 (Name, address, including zip code, and telephone number, including area code, of agent for service)	JENNIFER L. O’CONNOR Senior Vice President, General Counsel, Chief Ethics and Compliance Officer and Corporate Secretary Puget Sound Energy, Inc. 10885 N.E. 4th Street, Suite 1200 Bellevue, Washington 98004 (425) 454-6363 (Name, address, including zip code, and telephone number, including area code, of agent for service)	DONALD E. GAINES Trustee 10885 N.E. 4th Street, Suite 1200 Bellevue, Washington 98004 (425) 454-6363 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrew Bor

Perkins Coie LLP

1201 Third Avenue, Suite 4800

Seattle, Washington 98101-3099

(206) 359-8000

From time to time after this registration statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:.  ¨

Indicate by check mark whether Puget Energy, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether Puget Sound Energy, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  þ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether Puget Sound Energy Capital Trust III is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  þ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee (2)
Senior Notes of Puget Sound Energy, Inc.
Unsecured Debentures of Puget Sound Energy, Inc.

(1) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units.

(2) In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.

EXPLANATORY NOTE

On March 16, 2006, Puget Energy, Inc., a Washington corporation (“Puget Energy”), Puget Sound Energy, Inc., a Washington corporation (“PSE”), and Puget Sound Energy Capital Trust III, a Delaware statutory business trust (“PSE Capital Trust”), filed a registration statement on Form S-3 (Registration Nos. 333-132497, 333-132497-01 and 333-132497-02), as amended by Post-Effective Amendment No. 1 thereto filed on June 22, 2006 (as amended, the “Registration Statement”), with the Securities and Exchange Commission using a shelf registration process. The Registration Statement contained two forms of prospectuses to be used in connection with offerings of the following securities:

• Common stock of Puget Energy (“Common Stock”); and

• Senior notes, unsecured debentures and preferred stock of PSE, trust preferred securities of PSE Capital Trust, and the guarantees by Puget Energy of preferred stock that may be issued by PSE and of trust preferred securities that may be issued by PSE Capital Trust.

On February 6, 2009, pursuant to the terms of the Agreement and Plan of Merger, dated October 25, 2007, by and among Puget Energy, Padua Holdings LLC (now Puget Holdings LLC), a Delaware limited liability company (the “Parent”), Padua Intermediate Holdings Inc. (now Puget Intermediate Holdings Inc.), a Washington corporation and a wholly owned subsidiary of the Parent (“Puget Intermediate”), and Padua Merger Sub Inc. (now Puget Merger Sub Inc.), a Washington corporation and a wholly owned subsidiary of Puget Intermediate (the “Merger Sub”), Merger Sub merged with and into Puget Energy, with Puget Energy as the surviving corporation (the “Merger”).

As a result of the Merger, each outstanding share of Common Stock was cancelled and converted into the right to receive $30.00 in cash, without interest thereon and less any applicable withholding taxes (other than any shares owned by the Parent and its subsidiaries and shares for which dissenters’ rights have been properly exercised under Washington law).

As a result of the Merger, Puget Energy and PSE Capital Trust have terminated all offerings of their securities under existing registration statements, including the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering, this Post-Effective Amendment No. 2 to the Registration Statement is being filed by Puget Energy, PSE and PSE Capital Trust for the purpose of (i) removing each of Puget Energy and PSE Capital Trust as an issuer and registrant under the Registration Statement, (ii) removing from the Registration Statement the base prospectus that applies to the Common Stock of Puget Energy, (iii) setting forth a revised base prospectus that removes and deregisters the guarantees of Puget Energy, the trust preferred securities of PSE Capital Trust and the preferred stock of PSE as classes of registered securities under the Registration Statement, removes the descriptions of such securities and makes certain changes related to the passage of time, which revised base prospectus will be used by PSE in connection with offerings of the senior notes and unsecured debentures of PSE covered by the Registration Statement and (iv) updates the information in Part II of the Registration Statement to reflect the removal of Puget Energy and PSE Capital Trust.

PROSPECTUS

Puget Sound Energy, Inc.

SENIOR NOTES

UNSECURED DEBENTURES

Puget Sound Energy may offer, on one or more occasions, secured senior debt or unsecured debt securities consisting of notes, debentures and other unsecured evidence of indebtedness. For each type of security, the amount, price and terms will be determined at or prior to the time of sale.

Each time we offer any of these securities, we will set forth the specific terms of these securities in one or more supplements to this prospectus. The prospectus supplement or supplements also will set forth the names of any underwriters, dealers or agents involved in the offering of the securities, the compensation of these parties and any other special terms of the offering and sale. You should read carefully this prospectus and the accompanying prospectus supplement or supplements before you invest.

This prospectus may not be used to consummate sales of any of these securities unless accompanied by a prospectus supplement.

Investing in our securities involves risks that are described in the “Risk Factors” section contained in the applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 9, 2009.

TABLE OF CONTENTS

About This Prospectus	1
Special Note Regarding Forward-Looking Statements	1
Where You Can Find More Information	1
Incorporation of Certain Documents by Reference	2
Puget Sound Energy	2
Use of Proceeds	3
Ratio of Earnings to Fixed Charges	3
Description of Securities	3
Plan of Distribution	17
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	19
Legal Opinions	20
Experts	20

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission using a shelf registration process. Under this shelf process, we may sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement together with additional information described below.

This prospectus does not contain all the information provided in the registration statement we filed with the SEC. For further information about Puget Sound Energy or the securities described in this prospectus, you should refer to that registration statement, which you can obtain from the SEC as described below under “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this prospectus, in any prospectus supplement and in the documents incorporated by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or the negative of those terms or comparable terminology. Forward-looking statements provide our current expectations or forecasts of future events.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as the “Risk Factors” in any prospectus supplement accompanying this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy materials that we have filed with the SEC at the SEC public reference room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

In connection with this offering, we have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933. As permitted by SEC rules, this prospectus omits certain information included in the

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registration statement. For a more complete understanding of the securities we may offer, you should refer to the registration statement, including its exhibits.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file separately with it, which means we may disclose important information by referring you to those other documents. The information we incorporate by reference is considered to be part of this prospectus, except for any information superseded by information in this prospectus. This prospectus incorporates by reference the documents set forth below that we have filed previously with the SEC. These documents contain important information about us and our finances.

SEC Filings (File No. 1-4393)	Period/Date
—   Annual Report on Form 10-K	Year ended December 31, 2007
—   Quarterly Reports on Form 10-Q	Quarters ended March 31, 2008, June 30, 2008 and September 30, 2008
—   Current Reports on Form 8-K	Filed July 23, 2008, January 2, 2009, January 16, 2009 and January 21, 2009

The documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 and 15 of the Securities Exchange Act of 1934 (other than those “furnished” pursuant to Item 2.02 or Item 7.01 in any Current Report on Form 8-K or other information “furnished” to the SEC) after the date of this prospectus are also incorporated by reference into this prospectus.

Shareholders can obtain any document incorporated by reference in this prospectus from us without charge (excluding any exhibits to those documents, except that if we have specifically incorporated by reference an exhibit in this prospectus, the exhibit will also be provided without charge) by visiting our Internet website at http://www.pse.com or by requesting it in writing or by telephone from us at:

Investor Relations

Puget Sound Energy, Inc.

P.O. Box 97034

Bellevue, Washington 98009-9734

(425) 454-6363

PUGET SOUND ENERGY

Puget Sound Energy is the largest electric and gas utility headquartered in Washington State, serving a territory covering approximately 6,000 square miles, principally in the Puget Sound region. At December 31, 2008, we had approximately 1,068,000 electric customers, of which approximately 88% were residential customers, 11% were commercial customers and 1% were industrial, transportation and other customers. At December 31, 2008, we had approximately 742,000 gas customers, of which approximately 92% were residential customers, 7% were commercial customers and 1% were industrial and transportation customers.

Puget Sound Energy’s executive office is located at 10885 N.E. 4th Street, Suite 1200, Bellevue, Washington 98004, and our mailing address is P.O. Box 97034, Bellevue, Washington, 98009-9734. Our telephone number is (425) 454-6363.

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USE OF PROCEEDS

As will be more specifically set forth in the applicable prospectus supplement, Puget Sound Energy will use the net proceeds from the sale of senior notes or unsecured debentures offered hereby for its general corporate purposes, including capital expenditures, investment in subsidiaries, working capital and repayment of debt. Any specific allocation of the proceeds to a particular purpose that has been made at the date of any prospectus supplement will be described in the appropriate prospectus supplement.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth Puget Sound Energy’s ratio of earnings to fixed charges for the periods indicated. For purposes of computing the ratios, earnings represent income from continuing operations before extraordinary items and cumulative effect of changes in accounting principles plus applicable income taxes and fixed charges. Fixed charges include all interest expense and the proportion deemed representative of the interest factor of rent expense.

	12 Months Ended September 30,	Years Ended December 31,
	2008	2007	2006	2005	2004	2003
Ratio of earnings to fixed charges	2.04x	2.09x	2.25x	2.20x	2.07x	1.95x

DESCRIPTION OF SECURITIES

Debt Securities

Senior notes will be issued under a senior note indenture. The unsecured debentures will be issued under an unsecured debt indenture. Unless otherwise provided in the applicable prospectus supplement, the trustee under the senior note indenture will be U.S. Bank National Association, and the trustee under the unsecured debt indenture will be The Bank of New York Trust Company, N.A. The senior note indenture and the unsecured debt indenture are sometimes referred to in this prospectus individually as an “indenture” and collectively as the “indentures.”

The following briefly summarizes the material provisions of the indentures and the debt securities. You should read the more detailed provisions of the applicable indenture, including the defined terms, for provisions that may be important to you. The indentures have been filed as exhibits to the registration statement of which this prospectus is a part. Copies of the indentures may also be obtained from Puget Sound Energy or the applicable trustee.

The indentures provide that debt securities of Puget Sound Energy may be issued in one or more series, with different terms, in each case as authorized on one or more occasions by Puget Sound Energy.

The applicable prospectus supplement relating to any series of debt securities will describe the following terms, where applicable:

— the title of the debt securities;

— whether the debt securities will be senior or subordinated debt;

— the total principal amount of the debt securities;

— the percentage of the principal amount at which the debt securities will be sold and, if applicable, the method of determining the price;

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— the maturity date or dates;

— the interest rate or the method of computing the interest rate;

— the date or dates from which any interest will accrue, or how such date or dates will be determined, and the interest payment date or dates and any related record dates;

— the location where payments on the debt securities will be made;

— the terms and conditions on which the debt securities may be redeemed at the option of Puget Sound Energy;

— any obligation of Puget Sound Energy to redeem, purchase or repay the debt securities at the option of a holder upon the happening of any event and the terms and conditions of redemption, purchase or repayment;

— any provisions for the discharge of Puget Sound Energy’s obligations relating to the debt securities by deposit of funds or United States government obligations;

— whether the debt securities are to trade in book-entry form and the terms and any conditions for exchanging the global security in whole or in part for paper certificates;

— any material provisions of the applicable indenture described in this prospectus that do not apply to the debt securities;

— any additional amounts with respect to the debt securities that Puget Sound Energy will pay to a non-United States person because of any tax, assessment or governmental charge withheld or deducted and, if so, any option of Puget Sound Energy to redeem the debt securities rather than pay these additional amounts;

— any additional events of default; and

— any other specific terms of the debt securities.

Federal income tax consequences and other special considerations applicable to any debt securities issued by Puget Sound Energy at a discount will be described in the applicable prospectus supplement.

Debt securities may be presented for exchange. Registered debt securities may be presented for registration of transfer at the offices of the applicable trustee and, subject to the restrictions set forth in the debt security and in the applicable prospectus supplement, without service charge, but upon payment of any taxes or other governmental charges due in connection with the transfer, subject to any limitations contained in the applicable indenture.

Distributions on the debt securities in registered form will be made at the office or agency of the applicable trustee in its designated office. However, at the option of Puget Sound Energy, payment of any interest may be made by check or wire transfer. Payment of any interest due on debt securities in registered form will be made to the persons in whose names the debt securities are registered at the close of business on the record date for such interest payments. Payments made in any other manner will be specified in the applicable prospectus supplement.

Senior Notes

Security; Release Date

Until the release date (as described in the next paragraph), the senior notes will be secured by one or more series of Puget Sound Energy’s first mortgage bonds from either or both of Puget Sound Energy’s current first mortgage indentures issued and delivered by Puget Sound Energy to the senior note trustee. Upon the issuance of a series of senior notes prior to the release date, Puget Sound Energy will simultaneously issue and deliver to the senior note trustee, as security for all senior notes, a series of first mortgage bonds that will have the same stated maturity date and corresponding redemption provisions, and will be in the same total principal amount, as the

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series of the senior notes being issued. Any series of first mortgage bonds securing senior notes may, but need not, bear interest. Any payment by Puget Sound Energy to the senior note trustee of principal of, and interest and/or any premium on, a series of first mortgage bonds will be applied by the senior note trustee to satisfy Puget Sound Energy’s obligations with respect to principal of, and interest and/or any premium on, the corresponding senior notes.

The “release date” will be the date that all first mortgage bonds of Puget Sound Energy issued and outstanding under its electric utility mortgage indenture with U.S. Bank National Association and its gas utility mortgage indenture with The Bank of New York Trust Company, N.A. other than first mortgage bonds securing senior notes, have been retired (at, before or after their maturity) through payment, redemption or otherwise. On the release date, the senior note trustee will deliver to Puget Sound Energy, for cancellation, all first mortgage bonds securing senior notes. Not later than 30 days thereafter, the senior note trustee will provide notice to all holders of senior notes of the occurrence of the release date. As a result, on the release date, the first mortgage bonds securing senior notes will cease to secure the senior notes. The senior notes will then become, at Puget Sound Energy’s option, either:

• unsecured general obligations of Puget Sound Energy; or

• obligations secured by substitute first mortgage bonds issued under a substitute mortgage indenture other than Puget Sound Energy’s electric utility mortgage or gas utility mortgage.

A lien on certain property owned by Puget Sound Energy will secure each series of first mortgage bonds that secures senior notes. Upon the payment or cancellation of any outstanding senior notes, the senior note trustee will surrender to Puget Sound Energy for cancellation an equal principal amount of the related series of first mortgage bonds. Puget Sound Energy will not permit, at any time prior to the release date, the total principal amount of first mortgage bonds securing senior notes held by the senior note trustee to be less than the total principal amount of senior notes outstanding. Following the release date, Puget Sound Energy will cause the mortgages to be discharged and will not issue any additional first mortgage bonds under its electric utility mortgage or gas utility mortgage. While Puget Sound Energy will be precluded after the release date from issuing additional first mortgage bonds, it will not be precluded under the senior note indenture or senior notes from issuing or assuming other secured debt, or incurring liens on its property, except to the extent indicated below under “—Certain Covenants of Puget Sound Energy—Limitation on Liens.”

Events of Default

The following constitute events of default under senior notes of any series:

• failure to pay principal of, and any premium on, any senior note of the series when due for five days;

• failure to pay interest on any senior note of the series when due for 30 days;

• failure to perform any other covenant or agreement of Puget Sound Energy in the senior notes of the series for 90 days after written notice to Puget Sound Energy by the senior note trustee or the holders of at least a majority in total principal amount of the outstanding senior notes;

• prior to the release date, a default occurs under the gas utility mortgage and the gas utility mortgage trustee or the holders of at least a majority in total principal amount of the outstanding senior notes of the series give notice of the default to the senior note trustee;

• prior to the release date, a default occurs under the electric utility mortgage and the electric utility mortgage trustee or the holders of at least a majority in total principal amount of the outstanding senior notes of the series give notice of the default to the senior note trustee;

• if any substituted mortgage bonds are outstanding, a default occurs under the substitute mortgage and the trustee under the substitute mortgage or the holders of at least a majority in total principal amount of the outstanding senior notes of the series give notice of the default to the senior note trustee; and

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• events of bankruptcy, insolvency or reorganization of Puget Sound Energy specified in the senior note indenture.

If an event of default occurs and is continuing, either the senior note trustee or the holders of at least a majority in total principal amount of the outstanding senior notes of a series may declare the principal amount of all senior notes of the series to be due and payable immediately.

The senior note trustee generally will be under no obligation to exercise any of its rights or powers under the senior note indenture at the request or direction of any of the holders of senior notes of a series unless those holders have offered to the senior note trustee reasonable security or indemnity. Subject to the provisions for indemnity and certain other limitations contained in the senior note indenture, the holders of at least a majority in total principal amount of the outstanding senior notes of a series generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the senior note trustee with respect to the series, or of exercising any trust or power conferred on the senior note trustee with respect to the series. The holders of at least a majority in principal amount of the outstanding senior notes of a series generally will have the right to waive any past default or event of default (other than a payment default) on behalf of all holders of senior notes of the series.

No holder of senior notes of a series may institute any action against Puget Sound Energy under the senior note indenture unless:

• that holder gives to the senior note trustee advance written notice of default and its continuance;

• the holders of not less than a majority in total principal amount of senior notes of the series then outstanding affected by that event of default request the senior note trustee to institute such action;

• that holder has offered the senior note trustee reasonable indemnity; and

• the senior note trustee shall not have instituted such action within 60 days of such request.

Furthermore, no holder of senior notes of a series will be entitled to institute any such action if and to the extent that the action would disturb or prejudice the rights of other holders of senior notes of the series.

Within 90 days after the occurrence of a default with respect to the senior notes of a series, the senior note trustee must give the holders of the senior notes of that series notice of the default if known to the senior note trustee, unless cured or waived. The senior note trustee may withhold the notice if it determines in good faith that it is in the interest of the holders to do so except in the case of default in the payment of principal of, and interest and/or any premium on, any senior notes of the series. Puget Sound Energy is required to deliver to the senior note trustee each year a certificate as to whether or not, to the knowledge of the officers signing the certificate, Puget Sound Energy is in compliance with the conditions and covenants under the senior note indenture.

Modification

Except as provided in the paragraph below, Puget Sound Energy and the senior note trustee cannot modify or amend the senior note indenture with respect to a series without the consent of the holders of at least a majority in principal amount of the outstanding affected senior notes. In addition, Puget Sound Energy and the senior note trustee cannot modify or amend the senior note indenture without the consent of the holder of each outstanding senior note of a series to:

• change the maturity date of any senior note of the series;

• reduce the rate (or change the method of calculation of the rate) or extend the time of payment of interest on any senior note of the series;

• reduce the principal amount of, or premium payable on, any senior note of the series;

• change the coin or currency of any payment of principal of, and interest and/or any premium on, any senior note of the series;

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• change the date on which any senior note of the series may be redeemed or repaid at the option of its holder or adversely affect the rights of a holder to institute suit for the enforcement of any payment on or with respect to any senior note of the series;

• impair the interest of the senior note trustee in the first mortgage bonds securing the senior notes of the series held by it or, prior to the release date, reduce the principal amount of any series of first mortgage bonds securing the senior notes of the series to an amount less than the principal amount of the related series of senior notes or alter the payment provisions of the first mortgage bonds in a manner adverse to the holders of the senior notes; or

• modify or reduce the percentage of holders of senior notes of the series necessary to modify or amend the senior note indenture or to waive any past default to less than a majority.

Puget Sound Energy and the senior note trustee can modify and amend the senior note indenture without the consent of the holders in certain cases, including:

• to add to the covenants of Puget Sound Energy for the benefit of the holders or to surrender a right conferred on Puget Sound Energy in the senior note indenture;

• to add further security for the senior notes of the series;

• to supply omissions, cure ambiguities or correct defects, which actions, in each case, are not prejudicial to the interests of the holders in any material respect; or

• to make any other changes that are not prejudicial to the holders of senior notes of the series.

Defeasance and Discharge

The senior note indenture provides that Puget Sound Energy will be discharged from any and all obligations with respect to the senior notes of a series and the senior note indenture (except for obligations to register the transfer or exchange of senior notes, replace stolen, lost or mutilated senior notes and maintain paying agencies) if, among other things, Puget Sound Energy irrevocably deposits with the senior note trustee, in trust for the benefit of holders of senior notes of the series, money or certain United States government obligations, or any combination of money or government obligations, which through the payment of interest and principal on the deposits in accordance with their terms must provide money in an amount sufficient, without reinvestment, to make all payments of principal of, and any premium and interest on, the senior notes on the dates those payments are due in accordance with the terms of the senior note indenture and the senior notes of the series. Unless all the senior notes of the series are to be due within 90 days of the deposit by redemption or otherwise, Puget Sound Energy must also deliver to the senior note trustee an opinion of counsel to the effect that the holders of the senior notes of the series will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance or discharge of the senior notes. Thereafter, the holders of senior notes must look only to the deposit for payment of the principal of, and interest and any premium on, the senior notes.

Consolidation, Merger and Sale or Disposition of Assets

Puget Sound Energy may consolidate with or merge into, or sell or otherwise dispose of its properties as or substantially as an entirety if:

• the successor or transferee corporation is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia;

• the new corporation assumes the due and punctual payment of the principal of, and premium and interest on, all the senior notes and the performance of every covenant of the senior note indenture to be performed or observed by Puget Sound Energy;

• prior to the release date, the new corporation assumes Puget Sound Energy’s obligations under its electric utility mortgage and gas utility mortgage with respect to first mortgage bonds securing senior notes; and

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• after the release date and there are substitute first mortgage bonds outstanding, the new corporation assumes Puget Sound Energy’s obligations under the substitute first mortgage with respect to substitute first mortgage bonds securing senior notes.

The senior note indenture defines “all or substantially all” of the assets of Puget Sound Energy as being 50% or more of the total assets of Puget Sound Energy as shown on its balance sheet as of the end of the prior year. The senior note indenture specifically permits any sale, transfer or other disposition during a calendar year of less than 50% of total assets without the consent of the holders of the senior notes and without the assumption by the transferee of Puget Sound Energy’s obligations on the senior notes and covenants contained in the senior note indenture.

Certain Covenants of Puget Sound Energy

Limitation on Liens  Puget Sound Energy cannot issue any first mortgage bonds other than first mortgage bonds that secure senior notes. After the release date, Puget Sound Energy will be precluded from issuing additional first mortgage bonds under its electric utility mortgage and gas utility mortgage. Unless substitute first mortgage bonds are issued to secure senior notes, after the release date, Puget Sound Energy may not issue, assume, guarantee or permit to exist any debt that is secured by any mortgage, security interest, pledge or other lien of or upon any real property or other depreciable asset used in Puget Sound Energy’s electric and gas utility business without effectively securing the senior notes (together with, if Puget Sound Energy shall so determine, any other indebtedness of Puget Sound Energy ranking equally with the senior notes) equally and ratably with that debt. The foregoing restriction will not apply to:

• liens on any property existing at the time of its acquisition (but excluding any extension of or addition to that property unless the terms of the mortgage as of the date of the acquisition of the property provide that the mortgage shall be secured by extensions or additions to the property);

• liens to secure the payment of all or part of the purchase price of property or to secure any debt incurred prior to, at the time of or within 180 days after the acquisition of that property for the purpose of financing all or part of the purchase price of the property;

• liens secured by property used in the generation of electricity;

• liens existing as of the date of the senior note indenture;

• permitted encumbrances similar to the permitted encumbrances under the electric utility mortgage;

• any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien referred to in the bullet points above; provided, however, that the principal amount of debt secured thereby may not exceed the principal amount of debt (plus any premium or fee payable in connection with such extension, renewal or replacement) so secured at the time of such extension, renewal or replacement; and provided, further, that such lien must be limited to all or such part of the property which was subject to the mortgage so extended, renewed or replaced (plus improvements on such property);

• liens in favor of the United States, any state thereof, any other country or any political subdivision of any of the foregoing, to secure partial, progress, advance or other payments under any contract or statute; or

• liens securing industrial development, pollution control or similar revenue bonds.

Notwithstanding the foregoing restriction, Puget Sound Energy may create, assume or incur any lien not excepted above without equally and ratably securing the senior notes if the aggregate amount of all debt then outstanding and secured by that lien or any other lien not excepted above, together with all net sale proceeds from sale and leaseback transactions that are not described in “—Limitations on Sale and Leaseback Transactions” below, does not exceed 15% of Puget Sound Energy’s total consolidated capitalization as shown on its latest audited consolidated balance sheet.

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Limitations on Sale and Lease Back Transactions  Unless substituted first mortgage bonds are issued to secure the senior notes, after the release date Puget Sound Energy may not sell or transfer any real property interest or other depreciable asset and take back a lease of that property unless:

• the sale and leaseback transaction occurs within 180 days after the later of the date of acquisition of the property or the date of the completion of construction or commencement of full operations on the property; or

• within 120 days after the sale and leaseback transaction, Puget Sound Energy applies or causes to be applied to the retirement of debt of Puget Sound Energy (other than debt which is subordinate in right of payment to senior notes) an amount not less than the net proceeds of the sale of the property.

Notwithstanding the foregoing restriction, Puget Sound Energy may effect any sale and leaseback transaction not excepted above if the net sale proceeds from the sale and leaseback transaction, together with the net sale proceeds from all other sale and leaseback transactions not excepted above and all debt then outstanding and secured by mortgages not described in any of the bullet points under “—Limitations on Liens,” do not exceed 15% of Puget Sound Energy’s total consolidated capitalization as shown on its latest audited consolidated balance sheet. Puget Sound Energy may also effect any sale and leaseback transaction involving a lease for a period, including renewals, of not more than 36 months.

Voting of First Mortgage Bonds Held by Senior Note Trustee

The senior note trustee, as the holder of first mortgage bonds securing senior notes, will attend any meeting of bondholders under Puget Sound Energy’s electric utility mortgage and gas utility mortgage or, at its option, will deliver its proxy in connection therewith as it relates to matters with respect to which it is entitled to vote or consent. The senior note trustee will vote all the electric utility bonds or gas utility bonds held by it, or will consent with respect thereto, as directed by holders of at least a majority in total principal amount of the outstanding senior notes; provided, however, that the senior note trustee is not required to vote the electric utility bonds or gas utility bonds of any particular issue in favor of, or give consent to, any action except upon notification by the senior note trustee to the holders of the related issue of senior notes of such proposal and consent thereto of the holders of at least a majority in principal amount of the outstanding senior notes of such issue.

Concerning the Senior Note Trustee

U.S. Bank National Association is both the senior note trustee under the senior note indenture and the mortgage trustee under the electric utility mortgage indenture. U.S. Bank National Association also serves as the issuing and paying agent for, and a dealer under, our commercial paper program.

The senior note trustee may resign at any time by giving written notice to Puget Sound Energy specifying the day on which the resignation is to take effect. The resignation will take effect immediately upon the later of the appointment of a successor senior note trustee and the day specified by the senior note trustee.

The senior note trustee may be removed at any time by a written instrument filed with the senior note trustee and signed by the holders of at least a majority in total principal amount of outstanding senior notes. In addition, if no event of default has occurred and is continuing, Puget Sound Energy may remove the senior note trustee upon notice to the holder of each senior note outstanding and the senior note trustee, and appointment of a successor senior note trustee.

Description of the First Mortgage Bonds

The first mortgage bonds securing the senior notes are to be issued under Puget Sound Energy’s electric utility mortgage indenture or its gas utility mortgage indenture, each as amended and supplemented by various

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supplemental indentures. U.S. Bank National Association will act as the electric utility mortgage trustee and The Bank of New York Trust Company, N.A. will act as the gas utility mortgage trustee.

The statements herein concerning these mortgage indentures are outlines and are not complete and are subject to, and qualified in their entirety by, all the provisions of the electric utility mortgage indenture and the gas utility mortgage indenture, which are exhibits to the registration statement of which this prospectus forms a part. They make use of defined terms and are qualified in their entirety by express reference to the mortgage indentures, copies of which are available upon request to the senior note trustee.

First mortgage bonds securing senior notes will be issued as security for Puget Sound Energy’s obligations under the senior note indenture and will be immediately delivered to and registered in the name of the senior note trustee. The first mortgage bonds securing senior notes will be issued as security for senior notes of a series and will secure the senior notes of that series until the release date. The senior note indenture provides that the senior note trustee shall not transfer any first mortgage bonds securing senior notes except to a successor trustee, to Puget Sound Energy (as provided in the senior note indenture) or in compliance with a court order in connection with a bankruptcy or reorganization proceeding of Puget Sound Energy.

First mortgage bonds securing senior notes will correspond to the senior notes of their related series in respect of principal amount, interest rate, maturity date and redemption provisions. Upon payment of the principal or any premium or interest on senior notes of a series, the related first mortgage bonds in a principal amount equal to the principal amount of the senior notes will, to the extent of the payment of principal, premium or interest, be deemed fully paid and the obligation of Puget Sound Energy to make the payment shall be discharged.

The Electric Utility Mortgage Bonds

Priority and Security  The electric utility mortgage bonds securing senior notes of any series will rank equally as to security with bonds of other series now outstanding or issued later under the electric utility mortgage. This security is a direct first lien on Puget Sound Energy’s electric utility property and its electric franchises and permits, other than property expressly excluded from the lien. Property expressly excluded from the lien includes:

• cash, securities, notes, accounts receivable and similar instruments;

• conditional sales, appliance rental or lease agreements;

• materials and supplies held for use in the ordinary course of business;

• merchandise held for the purpose of sale, lease or distribution;

• fuel (including fissionable material) and personal property consumable in operations;

• timber, oil, gas and other minerals under or upon lands of Puget Sound Energy;

• office furniture and equipment, automobiles and similar transportation equipment; and

• nonutility property.

The lien of the electric utility mortgage is subject to excepted encumbrances (and certain other limitations) as defined and described in the electric utility mortgage indenture. It is also subject to the lien of the gas utility mortgage with respect to Puget Sound Energy’s gas utility property that was acquired in connection with the merger with Washington Energy Company on February 10, 1997. The electric utility mortgage indenture permits the acquisition of property subject to prior liens.

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Dividend Restriction  So long as any of the electric utility mortgage bonds are outstanding, Puget Sound Energy shall not do either of the following, except out of net income available for dividends on its common stock, accumulated after December 31, 1957, plus the sum of $7,500,000:

• declare or pay any dividends (other than dividends payable in Puget Sound Energy’s common stock) or make any other distribution on any shares of its common stock; or

• purchase, redeem or otherwise retire for consideration any shares of stock.

Issuance of Electric Utility Mortgage Bonds and Withdrawal of Cash Deposited Against That Issuance  The principal amount of electric utility mortgage bonds that Puget Sound Energy may issue under the electric utility mortgage is not limited, provided that the issuance tests in the electric utility mortgage are satisfied. Electric utility mortgage bonds may be issued from time to time against one or more of the following:

• 60% of unfunded net property additions;

• deposit of cash with the electric utility mortgage trustee; and

• 100% of unfunded electric utility mortgage bond credits.

The issuance of electric utility mortgage bonds is subject to net earnings available for interest being at least two times the annual interest requirements on all electric utility mortgage bonds and prior lien debt to be outstanding. Cash deposited is withdrawable against 60% of unfunded net additions and 100% of unfunded electric utility mortgage bond credits.

Depreciation Fund  Puget Sound Energy will pay cash or deliver electric utility mortgage bonds of any series to the electric utility mortgage trustee by May 31 of each year in an amount equal to the minimum provision for depreciation for the preceding year (i.e., an amount by which 15% of gross utility operating revenues of Puget Sound Energy, after deducting cost of electricity purchased, fuel costs, and rental and lease payments, exceeds maintenance, repairs and renewals). Cash held in the depreciation fund may be applied to the retirement of the electric utility mortgage bonds of certain of the Secured Medium-Term Notes, Series A and certain of the Secured Medium-Term Notes, Series B, at a price not exceeding the applicable regular redemption price thereof, or other electric utility mortgage bonds at a price not exceeding the applicable special redemption price thereof. In lieu of paying cash or delivering electric utility mortgage bonds, Puget Sound Energy has the option of satisfying this obligation through the use of unfunded property additions or unfunded electric utility mortgage bond credits. Cash and electric utility mortgage bonds held in the depreciation fund may also be withdrawn by using either unfunded property additions or unfunded electric utility mortgage bond credits.

Modification of Mortgage  The rights of the bondholders under the electric utility mortgage may be modified by Puget Sound Energy with the consent of the holders of at least 66 ²/3% in total principal amount of the electric utility bonds and of not less than 66 ²/3% of the total principal amount of each series affected. In general, however, no modification of the terms of payment of principal or interest and no modification affecting the lien or reducing the percentage required for modification is effective against any bondholder without the bondholder’s consent.

Concerning the Mortgage Trustee  U.S. Bank National Association is the mortgage trustee under the electric utility mortgage indenture. U.S. Bank National Association also serves as the issuing and paying agent for, and a dealer under, our commercial paper program.

The holders of at least a majority in total principal amount of the electric utility mortgage bonds have the right to require the electric utility mortgage trustee to enforce the electric utility mortgage, but the electric utility mortgage trustee is entitled to receive reasonable indemnity and is not required to act under certain circumstances.

Defaults  The electric utility mortgage defines the following as “defaults”:

• failure to pay principal and premium when due;

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— failure to pay interest for 30 days after becoming due;

— failure to pay any installment of any sinking or other purchase fund for 60 days after becoming due;

— an unstayed continuance for 90 days after an entry of an order for reorganization or an appointment of a trustee;

— certain events in bankruptcy, insolvency or reorganization;

— an unstayed continuance for 90 days after entry of a judgment in excess of $100,000; and

— failure for 90 days after notice to observe other covenants or conditions.

The electric utility mortgage indenture does not contain a provision requiring any periodic evidence to be furnished as to the absence of default or as to compliance with the terms thereof.

Gas Utility Mortgage Bonds

Priority and Security  The gas utility mortgage bonds securing senior notes of any series will rank equally as to security with gas utility mortgage bonds of other series now outstanding or issued later under the gas utility mortgage indenture. This security is a direct first lien on all of Puget Sound Energy’s gas utility property, on its gas utility franchises and permits and on its gas purchase contracts (other than certain property expressly excluded from the lien). Property expressly excluded from the lien includes

— cash, securities, notes, accounts receivable and similar instruments;

— conditional sales, appliance rental or lease agreements;

— equipment, materials, supplies and merchandise held by Puget Sound Energy for consumption in the ordinary course of business or acquired for sale, lease or distribution;

— gas or liquid hydrocarbons in pipelines and in storage;

— fuel and personal property consumable in operations;

— oil, gas and other minerals and timber under or upon lands of Puget Sound Energy;

— office furniture and equipment, automobiles and similar transportation equipment;

— nonutility property; and

— certain property of a successor corporation in a merger or consolidation.

All property owned by Puget Sound Energy immediately prior to its merger with Washington Energy Company on February 10, 1997 is excepted from the lien of the gas utility mortgage . All property acquired by Puget Sound Energy after the merger is also excepted from the lien, unless the property improves or replaces the gas utility property owned by Washington Energy Company at the time of the merger. This lien is subject to excepted encumbrances (and certain other limitations) as defined and described in the gas utility mortgage indenture. The mortgage indenture permits the acquisition of property subject to prior liens, but this property will not be considered as additional property under the gas utility mortgage until the prior lien is paid.

Dividend Restriction  If the aggregate amount of all the dividends, distributions and expenditures listed below made since September 30, 1994 would exceed the aggregate amount of the net income of Puget Sound Energy accumulated after September 30, 1994 plus the sum of $20,000,000, Puget Sound Energy shall not do any of the following so long as any of Puget Sound Energy’s Secured Medium-Term Notes, Series C, issued under the gas utility mortgage, are outstanding:

— declare or pay any dividends (other than dividends payable in Puget Sound Energy’s common stock) or make any other distribution on any shares of its common stock, or

— purchase, redeem or otherwise retire for consideration any shares of stock (other than in exchange for, or from the net cash proceeds of, other new shares of capital stock of Puget Sound Energy and other

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than any shares of any class of stock ranking as to dividends or assets prior to Puget Sound Energy’s common stock required to be purchased, redeemed or otherwise retired for any sinking fund or purchase fund for that class of stock).

Renewal Fund  Puget Sound Energy will pay cash and/or deliver gas utility mortgage bonds (taken at the principal amount thereof) to the gas utility mortgage trustee for deposit into a renewal fund on or before May 1 of each year in an amount equal to:

• the greater of:

— the aggregate amount of the minimum provision for depreciation (i.e., an amount computed at the rate of 2% per annum, or another rate as may be permitted or required by the Washington Utilities and Transportation Commission, of the book value of depreciable gas utility property subject to the lien of the gas utility mortgage and not to prior liens) from March 1, 1957 to the end of the next preceding calendar year; or

— the aggregate amount of retirements for the same period;

in excess of:

• the greater of:

— the aggregate amount for the minimum provision for depreciation or retirements, whichever is greater, shown in the next preceding renewal fund certificate filed with the gas utility mortgage trustee pursuant to the requirements of Section 4.04 of the gas utility mortgage; or

— the aggregate amount for the minimum provision for depreciation or retirements, whichever is greater, shown in the latest certificate of available net additions delivered to the gas utility mortgage trustee pursuant to Section 2.01 of the gas utility mortgage;

less the aggregate amount of gas utility mortgage bonds retired by sinking fund operations, not theretofore used as a credit on account of the renewal fund in previous renewal fund certificates. The renewal fund obligation may be satisfied in whole or in part by credits consisting of unfunded property additions and/or unfunded gas utility mortgage bonds credits.

Any cash deposited in the renewal fund, if and to the extent that Puget Sound Energy at the time does not have property additions available for use as a credit to satisfy the renewal fund obligation, may, upon the written order of Puget Sound Energy, be applied by the gas utility mortgage trustee to the redemption of gas utility mortgage bonds or, if not so applied pursuant to the provisions of the gas utility mortgage, to the retirement of gas utility mortgage bonds.

Issuance of Gas Bonds and Withdrawal of Cash Deposited Against Such Issuance  The principal amount of gas utility mortgage bonds issuable under the gas utility mortgage is not limited, provided that the issuance tests in the gas utility mortgage are satisfied. Gas utility mortgage bonds may be issued from time to time against one or more of the following:

• 60% of unfunded net property additions;

• deposit of cash with the gas utility mortgage trustee; and

• 100% of unfunded gas utility mortgage bond credits.

With certain exceptions, the issuance of gas utility mortgage bonds is subject to net earnings available for interest being at least

• two times the annual interest requirements on all gas utility mortgage bonds and prior lien debt to be outstanding and

• so long as gas utility mortgage bonds issued prior to the date of this prospectus are outstanding, 1.75 times the annual interest requirements on all indebtedness of Puget Sound Energy to be outstanding immediately after such issuance.

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Cash deposited is withdrawable against 60% of unfunded net property additions in the case of moneys on deposit with the gas utility mortgage trustee for the purpose described above, 100% of the amount of unfunded net additions in the case of any other trust moneys and 100% of unfunded gas utility mortgage bond credits.

Modification of Mortgage  The rights of the bondholders under the gas utility mortgage may be modified by Puget Sound Energy with the consent of the holders of at least 66 ²/3% in total principal amount of the gas utility mortgage bonds and of not less than 66 ²/3% of the total principal amount of each series affected. In general, however, no modification of the terms of payment of principal or interest and no modification affecting the lien or reducing the percentage required for modification is effective against any bondholder without the bondholder’s consent.

Concerning the Mortgage Trustee  The Bank of New York Trust Company, N.A. is the gas utility mortgage trustee under the mortgage indenture.

The holders of at least a majority in total principal amount of the gas utility mortgage bonds have the right to require the gas utility mortgage trustee to enforce the gas utility mortgage, but the gas utility mortgage trustee is entitled to receive reasonable indemnity and is not required to act under certain circumstances.

Defaults  The gas utility mortgage defines the following as “defaults”:

• failure to pay principal and premium when due;

• failure to pay interest for 10 days after becoming due;

• failure to pay any installment of any sinking or other purchase fund for 30 days after becoming due;

• certain events in bankruptcy, insolvency or reorganization;

• failure to pay money due under any indebtedness other than gas utility mortgage bonds in an amount of $500,000 or more or the failure to perform any other agreement evidencing the indebtedness if Puget Sound Energy’s failure causes any payments to become due prior to the due date;

• a judgment against Puget Sound Energy in excess of $100,000 that continues unstayed and unsatisfied for a period of 90 days following entry of the judgment; and

• failure for 30 days after notice to observe other covenants or conditions.

The gas utility mortgage indenture does not contain a provision requiring any periodic evidence to be furnished as to the absence of default or as to compliance with the terms thereof.

Unsecured Debentures

The unsecured debentures will be issued under the unsecured debt indenture and, unless otherwise specified in the applicable prospectus supplement, will rank equally with our other unsecured and unsubordinated indebtedness. The unsecured debt indenture does not limit the aggregate principal amount of unsecured debt securities that may be issued under the indenture.

Subordination

If specified in the applicable prospectus supplement, the unsecured debentures will rank subordinated and junior in right of payment, to the extent set forth in the unsecured indenture, to all “senior indebtedness” of Puget Sound Energy.

Unless otherwise specified in the applicable prospectus supplement, “senior indebtedness” means distributions on the following, whether outstanding on the date of execution of the subordinated debt indenture or thereafter incurred, created or assumed:

• indebtedness of Puget Sound Energy for money borrowed by Puget Sound Energy or evidenced by debentures (other than the subordinated debentures), notes, bankers’ acceptances or other corporate debt securities or similar instruments issued by Puget Sound Energy;

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— capital lease obligations of Puget Sound Energy;

— obligations of Puget Sound Energy incurred for deferring the purchase price of property, with respect to conditional sales, and under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

— obligations of Puget Sound Energy with respect to letters of credit;

— all indebtedness of others of the type referred to in the four preceding clauses assumed by or guaranteed in any manner by Puget Sound Energy or in effect guaranteed by Puget Sound Energy;

— all indebtedness of others of the type referred to in the five preceding bullet points secured by a lien on any of Puget Sound Energy’s property or assets; or

— renewals, extensions or refundings of any of the indebtedness referred to in the preceding five clauses unless, in the case of any particular indebtedness, renewal, extension or refunding, under the express provisions of the instrument creating or evidencing the same or the assumption or guarantee of the same, or pursuant to which the same is outstanding, such indebtedness or such renewal, extension or refunding thereof is not superior in right of payment to the subordinated debt securities.

If Puget Sound Energy defaults in the payment of any distributions on any senior indebtedness when it becomes due and payable after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, Puget Sound Energy cannot make a payment on account of or redeem or otherwise acquire the subordinated debentures issued under the unsecured debt indenture. The unsecured debt indenture provisions described in this paragraph, however, do not prevent Puget Sound Energy from making sinking fund payments in subordinated debentures acquired prior to the maturity of senior indebtedness or, in the case of default, prior to such default and notice thereof. If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to Puget Sound Energy, its creditors or its property, then all senior indebtedness must be paid in full before any payment may be made to any holders of subordinated debentures. Holders of subordinated debentures must return and deliver any payments received by them, other than in a plan of reorganization or through a defeasance trust as described above, directly to the holders of senior indebtedness until all senior indebtedness is paid in full.

The unsecured debt indenture does not limit the total amount of senior indebtedness that may be issued.

Events of Default

The unsecured debt indenture provides that events of default regarding any series of unsecured debentures include the following events which shall have occurred and be continuing:

— failure to pay required interest on the series of unsecured debentures for 30 days;

— failure to pay when due principal on the series of unsecured debentures;

— failure to make any required deposit or payment of any sinking fund or analogous payment on the series of unsecured debentures when due;

— failure to perform, for 90 days after notice, any other covenant in the unsecured debt indenture applicable to the series of unsecured debentures; and

— certain events of bankruptcy or insolvency, whether voluntary or not.

If an event of default regarding unsecured debentures of any series should occur and be continuing, either the unsecured debenture trustee or the holders of at least 25% in total principal amount of outstanding unsecured debentures of such series may declare each unsecured debenture of that series immediately due and payable.

Holders of at least a majority in total principal amount of the outstanding unsecured debentures of any series will be entitled to control certain actions of the unsecured debenture trustee and to waive past defaults regarding

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such series. The trustee generally will not be required to take any action requested, ordered or directed by any of the holders of unsecured debentures, unless one or more of such holders shall have offered to the trustee reasonable security or indemnity.

Before any holder of any series of unsecured debentures may institute action for any remedy, except payment on such holder’s unsecured debentures when due, the holders of not less than 25% in principal amount of the unsecured debentures of that series outstanding must request the unsecured debenture trustee to take action. Holders must also offer and give the unsecured debenture trustee satisfactory security and indemnity against liabilities incurred by the trustee for taking such action.

Puget Sound Energy is required to annually furnish the unsecured debenture trustee a statement as to Puget Sound Energy’s compliance with all conditions and covenants under the unsecured debt indenture. The unsecured debenture trustee is required, within 90 days after the occurrence of a default with respect to a series of unsecured debentures, to give notice of all defaults affecting such series of unsecured debentures to each holder of such series of debentures. However, the unsecured debt indenture provides that the unsecured debenture trustee may withhold notice to the holders of the unsecured debentures of any series of any default affecting such series, except payment on holders’ unsecured debentures when due, if it considers withholding notice to be in the interests of the holders of the unsecured debentures of such series.

Consolidation, Merger or Sale of Assets

The unsecured debt indenture provides that Puget Sound Energy may consolidate with or merge into, or sell, lease or convey its property as an entirety or substantially as an entirety to, any other corporation if the successor corporation assumes the obligations of Puget Sound Energy under the unsecured debentures and the unsecured debt indenture and is organized and existing under the laws of the United States, any state thereof or the District of Columbia.

Modification of the Indenture

The unsecured debt indenture permits Puget Sound Energy and the unsecured debenture trustee to enter into supplemental indentures without the consent of the holders of the unsecured debentures to:

— establish the form and terms of any series of securities under the unsecured debt indenture;

— secure the debentures with property or assets;

— evidence the succession of another corporation to Puget Sound Energy, and the assumption by the successor corporation of Puget Sound Energy’s obligations, covenants and agreements under the unsecured debt indenture;

— add covenants of Puget Sound Energy for the benefit of the holders of the unsecured debentures;

— cure any ambiguity or correct or supplement any provision in the indenture or any supplement to the indenture, provided that no such action adversely affects the interests of the holders of the unsecured debentures; and

— evidence and provide for the acceptance of a successor trustee.

The unsecured debt indenture also permits Puget Sound Energy and the unsecured debenture trustee, with the consent of the holders of at least a majority in total principal amount of the unsecured debentures of all series then outstanding and affected (voting as one class), to change in any manner the provisions of the unsecured debt indenture or modify in any manner the rights of the holders of the unsecured debentures of each such affected series. Puget Sound Energy and the trustee may not, without the consent of the holder of each unsecured debenture affected, enter into any supplemental indenture to

— change the time of payment of the principal;

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• reduce the principal amount of such unsecured debentures;

• reduce the rate or change the time of payment of interest on such unsecured debentures;

• reduce any amount payable upon redemption of such unsecured debentures; or

• impair the right to institute suit for the enforcement of any payment on any unsecured debentures when due.

In addition, no such modification may reduce the percentage in principal amount of the unsecured debentures of the affected series, the consent of whose holders is required for any such modification or for any waiver provided for in the unsecured debt indenture.

Prior to the acceleration of the maturity of any unsecured debentures, the holders, voting as one class, of a majority in total principal amount of the unsecured debentures with respect to which a default or event of default has occurred and is continuing, may, on behalf of the holders of all such affected unsecured debentures, waive any past default or event of default and its consequences, except a default or event of default in the payment of the principal or interest or in respect of a covenant or provision of the applicable indenture or of any unsecured debenture that cannot be modified or amended without the consent of the holder of each unsecured debenture affected.

Defeasance, Covenant Defeasance and Discharge

The unsecured debt indenture provides that, at the option of Puget Sound Energy, Puget Sound Energy will be discharged from all obligations in respect of the unsecured debentures of a particular series then outstanding (except for certain obligations to register the transfer of or exchange the unsecured debentures of such series, to replace stolen, lost or mutilated unsecured debentures of such series and to maintain paying agencies) if Puget Sound Energy in each case irrevocably deposits in trust with the relevant trustee money, and/or securities backed by the full faith and credit of the United States that, through the payment of the principal thereof and the interest thereon in accordance with their terms, will provide money in an amount sufficient to pay all the principal and interest on the unsecured debentures of such series on the stated maturities of such unsecured debentures in accordance with the terms thereof.

To exercise this option, Puget Sound Energy is required to deliver to the relevant trustee an opinion of independent counsel to the effect that the exercise of such option would not cause the holders of the unsecured debentures of such series to recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance, and such holders will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

PLAN OF DISTRIBUTION

Puget Sound Energy may sell the offered securities:

• through underwriters or dealers;

• through agents;

• directly to purchasers; or

• through a combination of any of these methods.

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The prospectus supplement with respect to any offered securities will set forth the terms of the related offering, including:

• the name or names of any underwriters, dealers or agents;

• the name or names of any managing underwriter or underwriters;

• the purchase price of the offered securities and the proceeds to Puget Sound Energy from their sale;

• any underwriting discounts and commissions and other items constituting underwriters’ compensation;

• any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers;

• any commissions paid to agent;

• any delayed delivery arrangements; and

• any securities exchange on which the offered securities may be listed.

Sale Through Underwriters or Dealers

If underwriters are used in the sale, they will acquire the offered securities for their own account and may resell them on one or more occasions in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The offered securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the offered securities if any are purchased. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.

If dealers are utilized in the sale of offered securities, Puget Sound Energy will sell the offered securities to the dealers as principals. The dealers may then resell the offered securities to the public at varying prices to be determined by the dealers at the time of resale.

Direct Sales and Sales Through Agents

The offered securities may be sold directly by Puget Sound Energy or through agents designated by Puget Sound Energy from time to time. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best-efforts basis for the period of its appointment.

The offered securities may be sold directly by Puget Sound Energy to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The terms of these sales will be described in the related prospectus supplement.

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Delayed Delivery Contracts

If indicated in the prospectus supplement, Puget Sound Energy may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from Puget Sound Energy at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

Agents, dealers and underwriters may be entitled under agreements with Puget Sound Energy to indemnification by Puget Sound Energy against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents, dealers or underwriters may be required to make in respect of liabilities under the Securities Act. Agents, dealers and underwriters may be customers of, engage in transactions with, or perform services for Puget Sound Energy in the ordinary course of business.

The offered securities may or may not be listed on a national securities exchange. You should read the applicable prospectus supplement for a discussion of this matter. We cannot assure you there will be a market for any of the offered securities.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act authorize a court to award, or a corporation’s board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933. Section 6 of Puget Sound Energy’s amended and restated bylaws provides for indemnification of directors and officers to the maximum extent permitted by Washington law.

Section 23B.08.320 of the Washington Business Corporation Act authorizes a corporation to limit a director’s personal liability to the corporation or its shareholders for monetary damages for conduct as a director, except in certain circumstances involving intentional misconduct, knowing violations of law or illegal corporate loans or distributions, or any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. Article X of Puget Sound Energy’s restated articles of incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director’s liability to Puget Sound Energy and its shareholders.

Officers and directors of Puget Sound Energy are covered by insurance (with certain exceptions and certain limitations) that indemnifies them against losses and liabilities arising from certain alleged “wrongful acts,” including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty.

The underwriting agreements, which are filed as exhibits to the registration statement of which this prospectus is a part, contain provisions whereby the underwriters agree to indemnify Puget Sound Energy, its directors and certain officers and other persons, and are incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons under the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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LEGAL OPINIONS

Opinions as to the legality of certain of the offered securities will be rendered for Puget Sound Energy by Perkins Coie LLP, Seattle, Washington. Certain United States federal income taxation matters may be passed upon for Puget Sound Energy by either Perkins Coie LLP, tax counsel for Puget Sound Energy, or by special tax counsel to Puget Sound Energy, who will be named in the related prospectus supplement. Certain legal matters with respect to offered securities will be passed upon by counsel for any underwriters, dealers or agents, each of whom will be named in the related prospectus supplement.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to Puget Sound Energy’s Annual Report on Form 10-K for the year ended December 31, 2007 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Securities and Exchange Commission Fees	$	*
Listing fees		*
Printing fees		*
Trustee fees (including counsel fees)		*
Legal fees and expenses		*
Blue Sky fees and expenses		*
Rating agency fees		*
Independent registered public accounting firm fees		*
Miscellaneous		*
Total	$	*

* To be provided by amendment or as an exhibit to a filing with the SEC under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

Item 15. Indemnification of Directors and Officers

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act (the “WBCA”) authorize a court to award, or a corporation to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”). Article 8 of Puget Sound Energy’s restated articles of incorporation and Article VII of Puget Sound Energy’s amended and restated bylaws provide for indemnification of Puget Sound Energy’s directors and officers to the maximum extent permitted by Washington law, except for (i) acts or omissions of such person finally adjudged to be intentional misconduct or a knowing violation of law by the person, (ii) conduct adjudged to be in violation of Section 23B.08.310 of the WBCA, or (iii) any transaction with respect to which it was finally adjudged that the person received a benefit in money, property, or services to which such person was not legally entitled.

Section 23B.08.320 of the WBCA authorizes a corporation to eliminate or limit a director’s personal liability to the corporation or its shareholders for monetary damages for conduct as a director, except in certain circumstances involving intentional misconduct, knowing violations of law or illegal corporate loans or distributions, or any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. Article 9 of Puget Sound Energy’s restated articles of incorporation contain provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director’s liability to Puget Sound Energy and its shareholders.

Officers and directors of Puget Sound Energy are covered by insurance (with certain exceptions and certain limitations) that indemnifies them against losses and liabilities arising from certain alleged “wrongful acts,” including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty.

The underwriting agreements, filed as Exhibits 1.1 and 1.2 hereto, contain provisions whereby the underwriters agree to indemnify Puget Sound Energy, its directors and certain officers and other persons, and are incorporated herein by reference.

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Item 16. Exhibits

Exhibit Number	Description
1.1*	Form of Underwriting Agreement with respect to the senior notes.
1.2*	Form of Underwriting Agreement with respect to the unsecured debentures.
4.1	Indenture between Puget Sound Energy, Inc. and U.S. Bank National Association (as successor to State Street Bank and Trust Company) defining the rights of the holders of Puget Sound Energy’s senior notes (incorporated herein by reference to Exhibit 4-a to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, Commission File No. 1-4393).
4.2	First, Second, Third and Fourth Supplemental Indentures defining the rights of the holders of Puget Sound Energy’s senior notes (incorporated herein by reference to Exhibit 4-b to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, Commission File No. 1-4393; Exhibit 4.26 to Puget Sound Energy’s Current Report on Form 8-K, dated March 4, 1999, Commission File No. 1-4393; Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated November 2, 2000, Commission File No. 1-4393; and Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated May 28, 2003, Commission File No. 1-4393).
4.3	Fortieth through Eighty-second, Eighty-fourth and Eighty-fifth Supplemental Indentures defining the rights of the holders of Puget Sound Energy’s Electric Utility First Mortgage Bonds (incorporated herein by reference to 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; Exhibit 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 Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Commission File No. 1-4393; Exhibits (4)(a) and (4)(b) to Puget Sound Energy’s Current Report on Form 8-K, dated April 22, 1986, Commission File No. 1-4393; Exhibit (4)a to Puget Sound Energy’s Current Report on Form 8-K, dated September 5, 1986, Commission File No. 1-4393; Exhibit (4)-b to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1986, Commission File No. 1-4393; Exhibit (4)-c to Registration No. 33-18506; Exhibit (4)-b to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File No. 1-4393; Exhibit (4)-b to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, 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-c to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, Commission File No. 1-4393; Exhibit 4.27 to Puget Sound Energy’s Current Report on Form 8-K, dated March 4, 1999, Commission File No. 1-4393; Exhibit 4.2 to Puget Sound Energy’s Current Report on Form 8-K, dated November 2, 2000, Commission File No. 1-4393; Exhibit 4.2 to Puget Sound Energy’s Current Report on Form 8-K, dated May 28, 2003, Commission File No. 1-4393; Exhibit 4.28 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, Commission File No. 1-4393; Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated May 23, 2005, Commission File No. 1-4393; Exhibit 4.30 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Commission File No. 1-4393; Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated September 13, 2006, Commission File No. 1-4393; and Exhibit 4.1 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, Commission File No. 1-4393).
4.4	Eighty-third Supplemental Indenture defining the rights of the holders of Puget Sound Energy’s Electric Utility First Mortgage Bonds, dated April 28, 2006.
4.5	Eigthy-sixth Supplemental Indenture defining the rights of the holders of Puget Sound Energy’s Electric Utility First Mortgage Bonds, dated April 29, 2008.

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Exhibit Number	Description
4.6	Indenture of First Mortgage, dated as of April 1, 1957, defining the rights of the holders of Puget Sound Energy’s Gas Utility First Mortgage Bonds (incorporated herein by reference to Washington Natural Gas Company Exhibit 4-B, Registration No. 2-14307).
4.7	First Supplemental Indenture to the Gas Utility First Mortgage, dated October 1, 1959 (incorporated herein by reference to Washington Natural Gas Company Exhibit 4-D, Registration No. 2-17876).
4.8	Sixth and Seventh Supplemental Indentures to the Gas Utility First Mortgage, dated as of August 1, 1966 and February 1, 1967, respectively (incorporated herein by reference to Washington Natural Gas Company Exhibit to Form 8-K for month of August 1966, File No. 0-951; and Exhibit 4-M, Registration No. 2-27038).
4.9	Sixteenth Supplemental Indenture to the Gas Utility First Mortgage, dated as of June 1, 1977 (incorporated herein by reference to Washington Natural Gas Company Exhibit 6-05, Registration No. 2-60352).
4.10	Seventeenth Supplemental Indenture to the Gas Utility First Mortgage, dated as of August 9, 1978 (incorporated herein by reference to Washington Energy Company Exhibit 5-K.18, Registration No. 264428).
4.11	Twenty-second Supplemental Indenture to the Gas Utility First Mortgage, dated as of July 15, 1986 (incorporated herein by reference to Exhibit 4-B.20 to Washington Natural Gas Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1986, Commission File No. 0-951).
4.12	Twenty-seventh Supplemental Indenture to the Gas Utility First Mortgage, dated as of September 1, 1990.
4.13	Twenty-eighth through Thirty-fifth Supplemental Indentures to the Gas Utility First Mortgage (incorporated herein by reference to Exhibit 4-A to Washington Natural Gas Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, Commission File No. 0-951; Exhibit 4-A to Washington Natural Gas Company’s Registration Statement on Form S-3, Registration No. 33-49599; Exhibit 4-A to Washington Natural Gas Company’s Registration Statement on Form S-3, Registration No. 33-61859; Exhibit 4.30 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-4393; Exhibits 4.22 and 4.23 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Commission File No. 1-4393; and Exhibits 4.22 and 4.23 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, Commission File No. 1-4393).
4.14	Thirty-Sixth Supplemental Indenture to the Gas Utility First Mortgage, dated April 29, 2008.
4.15	Unsecured Debt Indenture, dated as of May 18, 2001, between Puget Sound Energy, Inc. and The Bank of New York Trust Company, N.A. (as successor to Bank One Trust Company, N.A.) 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, dated May 18, 2001, Commission File No. 1-4393).
4.16	Second Supplemental Indenture to the Unsecured Debt Indenture, dated June 1, 2007, between Puget Sound Energy and The Bank of New York Trust Company, N.A. defining the rights of Puget Sound Energy’s Series A Enhanced Junior Subordinated Notes due June 1, 2067 (incorporated herein by reference to Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated May 30, 2007, Commission File No. 1-4393).
4.17	Form of Replacement Capital Covenant of Puget Sound Energy, Inc. (incorporated herein by reference to Exhibit 4.2 to Puget Sound Energy’s Current Report on Form 8-K, dated May 30, 2007, Commission File No. 1-4393).

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Exhibit Number	Description
4.18	Pledge Agreement dated March 11, 2003 between Puget Sound Energy, Inc. and Wells Fargo Bank Northwest, National Association, as Trustee (incorporated herein by reference to Exhibit 4.24 to Post-Effective Amendment No. 1 to Puget Sound Energy’s Registration Statement on Form S-3, filed July 11, 2003, Registration No. 333-82940).
4.19	Loan Agreement dated as of March 1, 2003, between the City of Forsyth, Rosebud County, Montana and Puget Sound Energy, Inc. (incorporated herein by reference to Exhibit 4.25 to Post-Effective Amendment No. 1 to Puget Sound Energy’s Registration Statement on Form S-3, filed July 11, 2003, Registration No. 333-82490).
5.1**	Opinion of Perkins Coie LLP regarding the legality of the senior notes, preferred stock and unsecured debentures to be offered by Puget Sound Energy, Inc.
8.1*	Opinion of Perkins Coie LLP regarding tax matters.
12.1	Statement setting forth computations of ratio of earnings to fixed charges of Puget Sound Energy, Inc. for the years ended December 31, 2003, 2004, 2005, 2006 and 2007 and the 12 months ended September 30, 2008 (incorporated herein by reference to Exhibit 12.2 to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, Commission File No. 1-4393).
23.1**	Consent of Perkins Coie LLP (contained in opinion referenced as Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP.
24.1**	Powers of attorney (contained on signature page of original Registration Statement on pages II-7 and II-9).
25.1	Statement of Eligibility on Form T-1 of U.S. Bank National Association regarding senior debt securities of Puget Sound Energy (incorporated herein by reference to Exhibit 25.1 to Puget Sound Energy’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, filed July 11, 2003, Registration No. 333-82940).
25.2**	Statement of Eligibility on Form T-1 of The Bank of New York Trust Company N.A. regarding senior notes of Puget Sound Energy.
25.3	Statement of Eligibility on Form T-1 of The Bank of New York Trust Company N.A. regarding subordinated debt securities of Puget Sound Energy (incorporated herein by reference to Exhibit 25.1 to Puget Sound Energy’s Current Report on Form 8-K, dated May 30, 2007, Commission File No. 1-4393).

* To be filed by amendment or incorporated by reference in connection with the offering of securities.

** Previously filed with this Registration Statement and incorporated herein by reference.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be this initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary

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offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(8) To file an application for the purpose of determining the eligibility of the trustees to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Puget Energy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 9, 2009.

PUGET ENERGY, INC.
By:	/s/ Donald E. Gaines
Name:	Donald E. Gaines
Title:	Vice President, Finance and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 has been signed by the following persons in the capacities indicated below on February 9, 2009.

Signature	Title
* Stephen P. Reynolds	Director, President and Chief Executive Officer     (Principal Executive Officer)
/s/ Eric M. Markell Eric M. Markell	Executive Vice President and Chief Financial Officer     (Principal Financial Officer)
* James W. Eldredge	Vice President, Controller and Chief Accounting Officer     (Principal Accounting Officer)
* William S. Ayer	Director
/s/ Graeme Bevans Graeme Bevans	Director
/s/ Andrew Chapman Andrew Chapman	Director
/s/ Alan W. James Alan W. James	Director
/s/ Alan Kadic Alan Kadic	Director
/s/ Christopher J. Leslie Christopher J. Leslie	Director
/s/ William R. McKenzie William R. McKenzie	Director
/s/ Lincoln Webb Lincoln Webb	Director

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/s/ Mark Wong Mark Wong		Director
* By:	/s/ Donald E. Gaines
	Donald E. Gaines
	Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Puget Sound Energy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 9, 2009.

PUGET SOUND ENERGY, INC.
By:	/s/ Donald E. Gaines
Name:	Donald E. Gaines
Title:	Vice President, Finance and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 has been signed by the following persons in the capacities indicated below on February 9, 2009.

Signature	Title
* Stephen P. Reynolds	Director, President and Chief Executive Officer     (Principal Executive Officer)
/s/ Eric M. Markell Eric M. Markell	Executive Vice President and Chief Financial Officer     (Principal Financial Officer)
* James W. Eldredge	Vice President, Controller and Chief Accounting Officer     (Principal Accounting Officer)
* William S. Ayer	Director
/s/ Graeme Bevans Graeme Bevans	Director
/s/ Andrew Chapman Andrew Chapman	Director
/s/ Alan W. James Alan W. James	Director
/s/ Alan Kadic Alan Kadic	Director
/s/ Christopher J. Leslie Christopher J. Leslie	Director
/s/ William R. McKenzie William R. McKenzie	Director
/s/ Herbert B. Simon Herbert B. Simon	Director

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/s/ Lincoln Webb Lincoln Webb		Director
/s/ Mark Wong Mark Wong		Director
* By:	/s/ Donald E. Gaines
	Donald E. Gaines
	Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Puget Sound Energy Capital Trust III certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 9, 2009.

PUGET SOUND ENERGY CAPITAL TRUST III
By:	/s/ Bertrand A. Valdman
	Bertrand A. Valdman
	Trustee
By:	/s/ Donald E. Gaines
	Donald E. Gaines
	Trustee

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EXHIBIT INDEX

Exhibit Number	Description
1.1*	Form of Underwriting Agreement with respect to the senior notes.
1.2*	Form of Underwriting Agreement with respect to the unsecured debentures.
4.1	Indenture between Puget Sound Energy, Inc. and U.S. Bank National Association (as successor to State Street Bank and Trust Company) defining the rights of the holders of Puget Sound Energy’s senior notes (incorporated herein by reference to Exhibit 4-a to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, Commission File No. 1-4393).
4.2	First, Second, Third and Fourth Supplemental Indentures defining the rights of the holders of Puget Sound Energy’s senior notes (incorporated herein by reference to Exhibit 4-b to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, Commission File No. 1-4393; Exhibit 4.26 to Puget Sound Energy’s Current Report on Form 8-K, dated March 4, 1999, Commission File No. 1-4393; Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated November 2, 2000, Commission File No. 1-4393; and Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated May 28, 2003, Commission File No. 1-4393).
4.3	Fortieth through Eighty-second, Eighty-fourth and Eighty-fifth Supplemental Indentures defining the rights of the holders of Puget Sound Energy’s Electric Utility First Mortgage Bonds (incorporated herein by reference to 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; Exhibit 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 Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Commission File No. 1-4393; Exhibits (4)(a) and (4)(b) to Puget Sound Energy’s Current Report on Form 8-K, dated April 22, 1986, Commission File No. 1-4393; Exhibit (4)a to Puget Sound Energy’s Current Report on Form 8-K, dated September 5, 1986, Commission File No. 1-4393; Exhibit (4)-b to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1986, Commission File No. 1-4393; Exhibit (4)-c to Registration No. 33-18506; Exhibit (4)-b to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989, Commission File No. 1-4393; Exhibit (4)-b to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, 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-c to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, Commission File No. 1-4393; Exhibit 4.27 to Puget Sound Energy’s Current Report on Form 8-K, dated March 4, 1999, Commission File No. 1-4393; Exhibit 4.2 to Puget Sound Energy’s Current Report on Form 8-K, dated November 2, 2000, Commission File No. 1-4393; Exhibit 4.2 to Puget Sound Energy’s Current Report on Form 8-K, dated May 28, 2003, Commission File No. 1-4393; Exhibit 4.28 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, Commission File No. 1-4393; Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated May 23, 2005, Commission File No. 1-4393; Exhibit 4.30 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Commission File No. 1-4393; Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated September 13, 2006, Commission File No. 1-4393; and Exhibit 4.1 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, Commission File No. 1-4393).
4.4	Eighty-third Supplemental Indenture defining the rights of the holders of Puget Sound Energy’s Electric Utility First Mortgage Bonds, dated April 28, 2006.
4.5	Eighty-sixth Supplemental Indenture defining the rights of the holders of Puget Sound Energy’s Electric Utility First Mortgage Bonds, dated April 29, 2008.
4.6	Indenture of First Mortgage, dated as of April 1, 1957, defining the rights of the holders of Puget Sound Energy’s Gas Utility First Mortgage Bonds (incorporated herein by reference to Washington Natural Gas Company Exhibit 4-B, Registration No. 2-14307).

Exhibit Number	Description
4.7	First Supplemental Indenture to the Gas Utility First Mortgage, dated October 1, 1959 (incorporated herein by reference to Washington Natural Gas Company Exhibit 4-D, Registration No. 2-17876).
4.8	Sixth and Seventh Supplemental Indentures to the Gas Utility First Mortgage, dated as of August 1, 1966 and February 1, 1967, respectively (incorporated herein by reference to Washington Natural Gas Company Exhibit to Form 8-K for month of August 1966, File No. 0-951; and Exhibit 4-M, Registration No. 2-27038).
4.9	Sixteenth Supplemental Indenture to the Gas Utility First Mortgage, dated as of June 1, 1977 (incorporated herein by reference to Washington Natural Gas Company Exhibit 6-05, Registration No. 2-60352).
4.10	Seventeenth Supplemental Indenture to the Gas Utility First Mortgage, dated as of August 9, 1978 (incorporated herein by reference to Washington Energy Company Exhibit 5-K.18, Registration No. 264428).
4.11	Twenty-second Supplemental Indenture to the Gas Utility First Mortgage, dated as of July 15, 1986 (incorporated herein by reference to Exhibit 4-B.20 to Washington Natural Gas Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1986, Commission File No. 0-951).
4.12	Twenty-seventh Supplemental Indenture to the Gas Utility First Mortgage, dated as of September 1, 1990.
4.13	Twenty-eighth through Thirty-fifth Supplemental Indentures to the Gas Utility First Mortgage (incorporated herein by reference to Exhibit 4-A to Washington Natural Gas Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, Commission File No. 0-951; Exhibit 4-A to Washington Natural Gas Company’s Registration Statement on Form S-3, Registration No. 33-49599; Exhibit 4-A to Washington Natural Gas Company’s Registration Statement on Form S-3, Registration No. 33-61859; Exhibit 4.30 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 1-4393; Exhibits 4.22 and 4.23 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Commission File No. 1-4393; and Exhibits 4.22 and 4.23 to Puget Sound Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, Commission File No. 1-4393).
4.14	Thirty-Sixth Supplemental Indenture to the Gas Utility First Mortgage, dated April 29, 2008.
4.15	Unsecured Debt Indenture, dated as of May 18, 2001, between Puget Sound Energy, Inc. and The Bank of New York Trust Company, N.A. (as successor to Bank One Trust Company, N.A.) 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, dated May 18, 2001, Commission File No. 1-4393).
4.16	Second Supplemental Indenture to the Unsecured Debt Indenture, dated June 1, 2007, between Puget Sound Energy and The Bank of New York Trust Company, N.A. defining the rights of Puget Sound Energy’s Series A Enhanced Junior Subordinated Notes due June 1, 2067 (incorporated herein by reference to Exhibit 4.1 to Puget Sound Energy’s Current Report on Form 8-K, dated May 30, 2007, Commission File No. 1-4393).
4.17	Form of Replacement Capital Covenant of Puget Sound Energy, Inc. (incorporated herein by reference to Exhibit 4.2 to Puget Sound Energy’s Current Report on Form 8-K, dated May 30, 2007, Commission File No. 1-4393).
4.18	Pledge Agreement dated March 11, 2003 between Puget Sound Energy, Inc. and Wells Fargo Bank Northwest, National Association, as Trustee (incorporated herein by reference to Exhibit 4.24 to Post-Effective Amendment No. 1 to Puget Sound Energy’s Registration Statement on Form S-3, filed July 11, 2003, Registration No. 333-82940).

Exhibit Number	Description
4.19	Loan Agreement dated as of March 1, 2003, between the City of Forsyth, Rosebud County, Montana and Puget Sound Energy, Inc. (incorporated herein by reference to Exhibit 4.25 to Post-Effective Amendment No. 1 to Puget Sound Energy’s Registration Statement on Form S-3, filed July 11, 2003, Registration No. 333-82490).
5.1**	Opinion of Perkins Coie LLP regarding the legality of the senior notes, preferred stock and unsecured debentures to be offered by Puget Sound Energy, Inc.
8.1*	Opinion of Perkins Coie LLP regarding tax matters.
12.1	Statement setting forth computations of ratio of earnings to fixed charges of Puget Sound Energy, Inc. for the years ended December 31, 2003, 2004, 2005, 2006 and 2007 and the 12 months ended September 30, 2008 (incorporated herein by reference to Exhibit 12.2 to Puget Sound Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, Commission File No. 1-4393).
23.1**	Consent of Perkins Coie LLP (contained in opinion referenced as Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP.
24.1**	Powers of attorney (contained on signature page of original Registration Statement on pages II-7 and II-9).
25.1	Statement of Eligibility on Form T-1 of U.S. Bank National Association regarding senior debt securities of Puget Sound Energy (incorporated herein by reference to Exhibit 25.1 to Puget Sound Energy’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, filed July 11, 2003, Registration No. 333-82940).
25.2**	Statement of Eligibility on Form T-1 of The Bank of New York Trust Company N.A. regarding senior notes of Puget Sound Energy.
25.3	Statement of Eligibility on Form T-1 of The Bank of New York Trust Company N.A. regarding subordinated debt securities of Puget Sound Energy (incorporated herein by reference to Exhibit 25.1 to Puget Sound Energy’s Current Report on Form 8-K, dated May 30, 2007, Commission File No. 1-4393).

* To be filed by amendment or incorporated by reference in connection with the offering of securities.

** Previously filed with this Registration Statement and incorporated herein by reference.

EX-4.4

EXHIBIT 4.4

(Real Estate Mortgage)

PUGET SOUND ENERGY, INC.

TO

U.S. BANK NATIONAL ASSOCIATION,

Trustee

Eighty-Third Supplemental Indenture

Dated as of April 28, 2006

Relating to First Mortgage Bonds

Supplemental to Indenture dated as of

June 2, 1924, as supplemented and modified

(NOT PART OF INDENTURE)

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THIS EIGHTY-THIRD SUPPLEMENTAL INDENTURE, made as of the 28th day of April, 2006, 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 association with 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,

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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:

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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-Eighth Supplemental Indenture	October 1, 2000
Seventy-Ninth Supplemental Indenture	May 1, 2003
Eightieth Supplemental Indenture	April 30, 2004
Eighty-First Supplemental Indenture	March 1, 2005
Eighty-Second Supplemental Indenture	April 27, 2005

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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

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Principal Amount of Bonds	Series
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

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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 Eighty-Third 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

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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:

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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.

IN JEFFERSON COUNTY, WASHINGTON:

Section:	11
Township:	29 North
Range:	01 West, W.M.
Description:	That portion of the Southeast quarter of the Southwest quarter of Section 11, Township 29 North, Range 1 West, W.M., more particularly described as follows: Beginning at the intersection of the centerline of the West Chimacum Creek and the North line of the  1/2 of the Southwest quarter of said Section 11; which point bears South°89 05’ East 1029.7 feet from the Northwest corner of said subdivision; thence 89°05’ East along said North line of the subdivision 1215.0 feet to the Westerly right-of-way line of the Chimacum-Hadlock road; thence Southerly along said right-of-way line 507.2 feet to the TRUE POINT OF BEGINNING for this description; thence South 72°34’ West 351.7 feet; thence South 0°51’30” West 433.6 feet to a line which is 280.5 feet North of and parallel to the South line of said subdivision; thence South 89°08’30” East along said parallel line to intersect the Westerly right-of-way line of the Chimacum-Hadlock

** 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.

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	Road; thence Northerly along the right-of-way of said road to the place of beginning. Situate in the county of Jefferson, State of Washington. SUBJECT TO: RIGHT OF WAY FOR CHIMACUM-HADLOCK ROAD, IF ANY, AND EASEMENT RIGHTS OF ADJOINING PROPERTIES OR THE PUBLIC TO THAT PORTION OF THE LAND INCLUDED WITHIN SUCH ROAD, AS DISCLOSED BY JEFFERSON COUNTY ASSESSORS RECORDS; MATTERS SET FORTH BY SURVEY UNDER AUDITOR’S FILE NO. 490251.
Deed From:	Richard Shuff and Patti Shuff, husband and wife
Deed Records	494730
Auditors File No.
Assessor’s Tax	901-113-012
Parcel ID#

IN KING COUNTY, WASHINGTON:

Section:	34
Township:	26 North
Range:	06 East, W.M.
Description:	TRACT U-2 OF REDMOND RIDGE MASTER PLAT, ACCORDING TO THE PLAT RECORDED OCTOBER 5, 1999 IN VOLUME 191 OF PLATS AT PAGES 61 THROUGH 80, INCLUSIVE, UNDER RECORDING NO. 19991005000688, IN KING COUNTY, WASHINGTON.

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	SUBJECT TO: Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the Redmond Ridge Division 8, a master plat recorded October 1, 2002 in Volume 208 of plats at Page(s) 68 through 90, inclusive, in King County, Washington
Deed From:	The Quadrant Corporation
Deed Records	20051230001337
Auditors File No.
Assessor’s Tax	7202250240
Parcel ID#

IN KITSAP COUNTY, WASHINGTON:

Section:	21
Township:	27 North
Range:	02 East, W.M.
Description:	PARCEL I: LOT C OF SHORT PLAT 4672, RECORDED UNDER AUDITOR’S FILE NO. 8804060136 AND AMENDED UNDER AUDITOR’S FILE NO. 8805060083, BEING A PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 27 NORTH, RANGE 2 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. PARCEL II:

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AN EASEMENT FOR ACCESS AND UTILITIES AS DISCLOSED ON THE FACE OF SHORT PLAT NO. 4672, RECORDED UNDER AUDITOR’S FILE NO. 8804060136 AND AMENDED UNDER AUDITOR’S FILE NO. 8805060083.
SUBJECT TO:
Easement, and terms and conditions thereof, affecting a portion of said premises and for the purposes hereinafter stated, as disclosed by instrument recorded on JANUARY 14, 1916, under County Auditor’s File No. 80325.
For:	ROAD
Affects:	SOUTH 10 FEET OF SAID PREMISES
Exceptions and Reservations contained in deed from KITSAP COUNTY TREASURERS DEED, whereby the grantor excepts and reserves all oil, gases, coal, ores, minerals, fossils, etc., and the right of entry for opening, developing and working the same and providing that such rights shall not be exercised until provision has been made for full payment of all damages sustained by reason of such entry; recorded under Recording Number 659607.
NOTE: No examination has been made to determine the present record owner of the above minerals, or mineral lands and appurtenant rights thereto, or to determine matters which may affect the lands or rights so reserved.
Covenants, conditions, restrictions and easements contained in short plat:
Recorded:	APRIL 8, 1988
Recording No.:	8804060136
Records of:	KITSAP COUNTY
Said Short Plat was amended by instrument recorded MAY 6, 1988 under Auditor’s File No. 8805060083.
Easement for electric transmission and distribution line, and

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the terms and conditions thereof, together with necessary appurtenances, as granted by instrument recorded on APRIL 25, 1988, under County Auditor’s File No. 8804250019.
To:	PUGET SOUND POWER AND LIGHT COMPANY
Affects:	THE NORTH 10 FEET AND THE EAST 10 FEET OF THE NORTH 120 FEET OF SAID PREMISES
Easement, and the terms and conditions thereof, affecting a portion of said premises and for the purposes hereinafter stated, as disclosed by Instrument recorded on APRIL 27, 1988, under County Auditor’s File No. 8804270088.
In favor of:	TELEPHONE UTILITIES OF WASHINGTON INC.
For:	CONSTRUCT, RECONSTRUCT, REPAIR, OPERATE AND MAINTAIN ITS BURIED TELEPHONE LINE OR SYSTEM, INCLUDING THE NECESSARY WIRES, CONDUITS, CABLES AND FIXTURES
Affects:	THE NORTH 10 FEET AND THE EAST 10 FEET OF THE NORTH 120 FEET OF SAID PREMISES
Covenants, conditions and restrictions contained in instrument:
Recorded:	APRIL 25, 1989
Recording No.:	8904250112
Restrictions limiting the use of that portion of the property herein described lying within 100 feet from a water well as imposed by instrument recorded on NOVEMBER 6, 1989, under Kitsap County Auditor’s File Number 8911060144.
Agreement and the terms and conditions thereof;
By and Between:	KOUNTRY KORNER PROPERTIES INC. AND GLENN DRISCOLL AND DANA DRISCOLL, HUSBAND AND WIFE
Recorded:	NOVEMBER 6, 1992
Recording Number:	9211060394

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	Regarding: WATER SERVICE Agreement and the terms and conditions thereof: By and Between: PROPERTY OWNERS Recorded: DECEMBER 31, 1992 Recording Number: 9212310003 Regarding: WELL USE AND MAINTENANCE
Deed From:	Albert C. Hartman and Karen S. Hartman, as joint tenants
Deed Records Auditors File No.	200506020040
Assessor’s Tax Parcel ID#	212702-4-032-2002

IN KITSAP COUNTY, WASHINGTON:

Section:	11
Township:	23 North
Range:	01 East, W.M.
Description:	The East half of the South half of the South half of the North half of the Northeast Quarter of the Northeast Quarter, Section 11, Township 23 North, Range 1 East, W.M.; Except Roads; Situate in Kitsap County, Washington. Subject To: This conveyance is subject to covenants, conditions, restrictions and easements, if any, affecting title, which may appear in the public record, including those shown

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	on any recorded plat or survey.
Deed From:	Michael D. Vansteenwyk and Lynda M. Vansteenwyk, husband and wife; Darin P. Hubin and Gina D. Hubin, husband and wife; Gary L. Vietz and Cheryl M. Vietz, husband and wife; and Reed M. Fothergill, Rodney L. Vietz, and Darren McPherson, each as their respective separate estate, all doing business as Equity Investors #1, a joint venture.
Deed Records Auditors File No.	200512300014
Assessor’s Tax Parcel ID#	11230110122009

IN KITTITAS COUNTY, WASHINGTON:

Section:	33, 29, 28, 27, 22, 21, 20, 17, 15, 9, 4 and 3
Township:	18 North and 17 North
Range:	21 East, W.M.
Description:	All of Sections 33, 29, 28, 27, 20, 21, and 22. The south half of Section 15. The south half of Section 17. All in Township 18 North, Range 21 East, W. M., in the County of Kittitas, State of Washington. All of Fractional Section 4. All that portion of Section 9, lying North of the North right of

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	way line of State Highway No. 7 The Northeast quarter of Section 3, and the Northeast quarter of the Northwest quarter of Section 3. All in Township 17 North, Range 21 East, W.M., Kittitas County, State of Washington. RESERVING unto the Grantors from the above described land, all oil, gas, petroleum, asphaltum and other hydrocarbon substances and other minerals and mineral rights of every kind and character whether similar to those herein specified or not, within or underlying, or which may be produced from the above described land which lies below the present surface of said land, it being expressly understood and agreed that said Grantors, their respective heirs, successors and assigns, shall have a limited right to enter upon the surface of said land, or to use said land for the purposes as stated in that certain Limited Waiver of Rights of even date herewith between Grantors and Grantee and recorded concurrently herewith.
Deed From:	American Minerals and Land Corporation and Land Development and Promotion Services, Inc.
Deed Records Auditors File No.	200509300085
Assessor’s Tax Parcel ID#	18-21-33000-0001 18-21-29000-0001 18-21-29000-0002 18-21-28000-0001 18-21-27000-0001 18-21-20000-0001 18-21-21000-0001 18-21-22000-0001 18-21-20000-0001 (New P395234) 18-21-22000-0001 (New P415234) 17-21-04000-0001 17-21-04000-0005

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	17-21-04000-0007 17-21-04000-0009 17-21-09000-0001 17-21-09000-0006 17-21-09000-0008 17-21-09000-0010 17-21-03000-0002
IN SKAGIT COUNTY, WASHINGTON:
Sections:	29 and 32
Township:	35 North
Range:	04 East, W.M.
Description:	That portion of Lot 20, “BURLINGTON HILL BUSINESS PARK PHASE II BINDING SITE PLAN”, approved October 15, 1997, recorded October 29, 1997 in Volume 13 of Short Plats, pages 53 to 56, inclusive, under Auditor’s File No. 9710290033 and being a portion of the Southwest  1/4 of Section 29, Township 35 North, Range 4 East, W.M., and a portion of the Northwest  1/4 of Section 32, Township 35 North, Range 4 East, W.M., lying Easterly of the Southerly extension of the Easterly line of Park Lane, as shown on the face of said binding site plan; TOGETHER WITH the East 30 feet of the North 150 feet of that portion of said Lot 20 lying Westerly of the Southerly extension of the Easterly line of Park Lane, as shown on the face of said binding site plan; AND TOGETHER WITH a non-exclusive easement for ingress, egress and utilities over, under and across the West 30 feet of the East 60 feet of the North 150 feet of that portion

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of said Lot 20 lying Westerly of the Southerly extension of the Easterly line of Park Lane, as shown on the face of the binding site plan, and over, under and across the East 60 feet of the South 15 feet of the North 165 feet of that portion of said Lot 20 lying Westerly of the Southerly extension of the Easterly line of Park Lane, as shown on the face of the binding site plan.

EXCEPT any portion of said Lot 20, lying within Tract H, City of Burlington “Amended Plat of Lots 19, 21, 23 and 26 and of Tract A”, “Burlington Hill Business Park, Phase II”, Binding Site Plan, approved August 10, 2000, recorded September 15, 2000 under Skagit County Auditor’s File No. 20009150127, being a portion of the South  ¹/2 of Section 29, Township 35 North, Range 4 East, W.M.

Parcel “Y”:

The West 232 feet of Lot 21, City of Burlington “Amended Plat of Lots 19, 21, 23 and 26 and of Tract A”, “Burlington Hill Business Park, Phase II”, Binding Site Plan, approved August 10, 2000, recorded September 15, 2000 under Skagit County Auditor’s File No. 200009150127, being a portion of the South  ¹/2 of Section 29, Township 35 North, Range 4 East, W.M.; EXCEPT the East 27 feet thereof.

Parcel “Z”:

A non-exclusive easement for drainage purposes over, under and across the North 30 feet of that portion of Lot 20 on City of Burlington Binding Site Plan “Burlington Hill Business Park Phase II”, approved October 15, 1997 and recorded October 29, 1997 as Skagit County Auditor’s File No. 9710290033, lying Westerly of the Southerly extension of Park Lane as delineated on the face of the Binding Site Plan, being a portion of the South  ¹/2 of Section 29, Township 35 North, Range 4 East, W.M.

EXCEPTIONS:

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A.	DELETED
B.	RESERVATIONS AND/OR EXCEPTIONS CONTAINED IN INSTRUMENT:
From:		Glacier Park Company, a Delaware corporation
Recorded:		December 21, 1989
Auditor’s No:		8912210037
As Follows:		Reserving unto themselves, their successors and assigns, all ores and minerals, etc. Said reservation of mineral rights has been deeded to Meridian Oil, Inc., a Delaware corporation by Auditors File No. 9104110021.
C.	MATTERS AS DISCLOSED AND/OR DELINEATED ON THE FACE OF THE FOLLOWING PLAT/SUBDIVISION:
Plat/Subdivision Name:		Burlington Hill Business Park, Phase II Binding Site Plan
Recorded:		October 29, 1997
Auditor’s No:		9710290033
D.	AGREEMENT, AND THE TERMS AND CONDITIONS THEREOF:
Between:		City of Burlington, State of Washington
And:		Burlington Hill Properties, a Washington partnership
Dated:		October 20, 1997
Recorded:		October 29, 1997
Auditor’s No:		9710290035
Regarding:		Concomitant Rezone Agreement
E.	PROTECTIVE COVENANTS AND/OR EASEMENTS, BUT OMITTING RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL

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	ORIGIN:
Dated:		October 20, 1997
Recorded:		October 29, 1997
Auditor’s No:		9710290036
Executed by:		Jerry Walton, Daniel R. Madlung and Burlington Hill Business Park
F.	Deleted.
G.	MATTERS AS DISCLOSED AND/OR DELINEATED ON THE FACE OF THE FOLLOWING BINDING SITE PLAN:
Binding Site Plan:		Amended Plat of Lots 19, 21, 23 and 26 and of Tract A Burlington Hill Business Park Phase II
Recorded:		September 15, 2000
Auditor’s No:		200009150127
Affects:		Parcel “Y” only
H.	EASEMENT AND PROVISIONS CONTAINED THEREIN AS CREATED OR DISCLOSED IN INSTRUMENT:
Dated:		December 13, 2003
Recorded:		January 29, 2004
Auditor’s File No.:		200401290103
For:		Ingress, egress, utilities, rail siding,
Affects:		Portions of Parcels “X” and “Z”
I.	Deleted.
J.	REGULATORY NOTICE/AGREEMENT THAT MAY INCLUDE COVENANTS, CONDITIONS AND RESTRICTIONS AFFECTING THE SUBJECT PROPERTY:
Executed By:		Burlington Hill Properties

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	Recorded:	June 18, 2004
	Auditor’s No:	200406180017
	Re:	Boundary Line Adjustment of Parcel “Y” to Parcel “X”
	Reference is hereby made to the record for the full particulars of said notice/agreement. However, said notice/agreement may have changed or may in the future change without recorded notice.
	K.     Deleted.
Deed From:	Burlington Hills Properties, a general partnership
Deed Records Auditors File No.	200507290175
Assessor’s Tax Parcel ID#	8017-000-020-0000, P112922 8029-000-021-0100, P121741 8017-000-020-0100, P119930

IN THURSTON COUNTY, WASHINGTON:

Section:	19
Township:	18 North
Range:	01 West, W.M.
Description:	Parcel B of Boundary Line Adjustment No. BLA 03 2657OL, as recorded April 8, 2003 under Auditor’s File No. 3631286. SUBJECT TO covenants, conditions, restrictions, reservations, easements and agreements of record, if any.
Deed From:	James E. Borst and Patricia J. Borst, husband and wife

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Deed Records Auditors File No.	3708978
Assessor’s Tax Parcel ID#	118-19-420100

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ARTICLE ONE

MISCELLANEOUS

SECTION 1.01

This Eighty-Third 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 Eighty-Third 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 Eighty-Third 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 Eighty-Third 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.

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SECTION 1.04

This Eighty-Third 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 Eighty-Third Supplemental Indenture is dated for convenience and for the purpose of reference as of April 28, 2006, 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]

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IN WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Eighty-Third Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, all on April 25, 2006, but as of the day and year first above written.

PUGET SOUND ENERGY, INC.
By	/s/ Donald E. Gaines
	Donald E. Gaines
	Vice President Finance and Treasurer

Attest:

/s/ James D. Sant

James D. Sant

Assistant Treasurer

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STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 25th day of April, 2006, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Donald E. Gaines, to me known to be the Vice President Finance and Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he 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/ K.J. Campbell

Notary Name: Karen Campbell

Notary Public in and for the State of Washington, residing at Bellevue.

My commission expires 7/18/08.

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STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 25th day of April, 2006, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared James D. Sant, to me known to be the Assistant Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he 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/ K.J. Campbell

Notary Name: Karen Campbell

Notary Public in and for the State of Washington, residing at Bellevue.

My commission expires 7/18/08.

EIGHTY-THIRD SUPPLEMENTAL INDENTURE PAGE 2

EX-4.5

EXHIBIT 4.5

(Real Estate Mortgage)

PUGET SOUND ENERGY, INC.

TO

U.S. BANK NATIONAL ASSOCIATION,

Trustee

Eighty-Sixth Supplemental Indenture

Dated as of April 29, 2008

Relating to First Mortgage Bonds

Supplemental to Indenture dated as of

June 2, 1924, as supplemented and modified

(NOT PART OF INDENTURE)

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THIS EIGHTY-SIXTH SUPPLEMENTAL INDENTURE, made as of the 29th day of April, 2008, 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 association with 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,

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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 1, 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:

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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-Eighth Supplemental Indenture	October 1, 2000
Seventy-Ninth Supplemental Indenture	May 1, 2003
Eightieth Supplemental Indenture	April 30, 2004
Eighty-First Supplemental Indenture	March 1, 2005
Eighty-Second Supplemental Indenture	April 27, 2005
Eighty-Third Supplemental Indenture	April 28, 2006

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Eighty-Fourth Supplemental Indenture	September 1, 2006
Eighty-Fifth Supplemental Indenture	April 27, 2007

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
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

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Principal Amount of Bonds	Series
Two Hundred Sixty Million Dollars ($260,000,000)	First Mortgage Bonds, Pledged Series C, due February 1, 2011
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
One Hundred Fifty Million Dollars ($150,000,000)	3.363% Pledged First Mortgage Bonds due June 1, 2008
Two Hundred Fifty Million Dollars ($250,000,000)	5.483% Pledged First Mortgage Bonds due June 1, 2035
One Hundred Fifty Million Dollars ($150,000,000)	5.197% Pledged First Mortgage Bonds due October 1, 2015
Three Hundred Million Dollars ($300,000,000)	6.274% Pledged First Mortgage Bonds due March 15, 2037

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

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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 Eighty-Sixth 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

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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:

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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.

IN SKAGIT COUNTY, WASHINGTON:

Description:            Lot 4 of Tinas Coma Binding Site Plan approved December 12, 2006 and recorded as Auditor’s File No. 200612200022.

TOGETHER WITH a non-exclusive easement for ingress, egress and utilities over, under and across those portions of Tract “J” of the “PLAT OF TINAS COMA”, as per plat recorded August 11, 2000 as Auditor’s File No. 200008110004, as delineated therefor on the face thereof;

ALSO TOGETHER WITH a non-exclusive easement for ingress, egress and utilities over, across and under a portion of Tract 10 of the “PLAT OF THE BURLINGTON ACREAGE PROPERTY”, as per plat recorded in Volume 1 of Plats, page 49, as established by that certain easement agreement recorded March 16, 2006 as Auditor’s File No. 200603160001.

Deed From:	Property Investors, LLC
Deed Records
Auditors File No.:	200612290181
Assessor’s Tax
Parcel ID#:	P117122;4755-000-999-0100

** 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.

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ARTICLE ONE

MISCELLANEOUS

SECTION 1.01

This Eighty-Sixth 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 Eighty-Sixth 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 Eighty-Sixth 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 Eighty-Sixth 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.

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SECTION 1.04

This Eighty-Sixth 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 Eighty-Sixth Supplemental Indenture is dated for convenience and for the purpose of reference as of April 29, 2008, the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgments hereto annexed.

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IN WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Eighty-Sixth Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, all on April 29, 2008, but as of the day and year first above written.

PUGET SOUND ENERGY, INC.
By	/s/ Donald E. Gaines
	Donald E. Gaines
	Vice President Finance and     Treasurer

Attest:

            /s/ James D. Sant                

            James D. Sant

            Assistant Treasurer

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STATE OF WASHINGTON	)
	)	ss:
COUNTY OF KING	)

On this   29   day of         April        , 2008, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Donald E. Gaines, to me known to be the Vice President Finance and Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he 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:

Notary Public in and for the State of

Washington, residing at Redmond WA.

My commission expires 7-20-09.

EIGHTY-SIXTH SUPPLEMENTAL INDENTURE

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STATE OF WASHINGTON	)
	)	ss:
COUNTY OF KING	)

On this   29   day of         April        , 2008, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared James D. Sant, to me known to be the Assistant Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he 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:

Notary Public in and for the State of

Washington, residing at Redmond WA.

My commission expires 7-20-09.

EIGHTY-SIXTH SUPPLEMENTAL INDENTURE

EX-4.12

EXHIBIT 4.12

SECURITY AGREEMENT

This is a Security Agreement covering personal property

as well as other property real and/or personal

WASHINGTON NATURAL GAS COMPANY

TO

HARRIS TRUST AND SAVINGS BANK,

                                                     TRUSTEE

AND

R.G. MASON,

                                    CO-TRUSTEE

TWENTY-SEVENTH SUPPLEMENTAL INDENTURE

Dated as of September 1, 1990

SUPPLEMENTING

INDENTURE OF FIRST MORTGAGE

Dated as of April 1, 1957

SECURITY AGREEMENT

This is a Security Agreement covering personal property as well as other property real and/or personal.

TWENTY-SEVENTH SUPPLEMENTAL INDENTURE dated as of September 1, 1990 (hereinafter called the “Twenty-seventh Supplemental Indenture”) and made by and between WASHINGTON NATURAL GAS COMPANY, as Debtor (its Federal identification number being 91-1005303), a corporation organized and existing under the laws of the State of Washington (the “Company”), whose mailing address and address of its principal place of business is 815 Mercer Street, Seattle, Washington 98111, party of the first part, HARRIS TRUST AND SAVINGS BANK, as Trustee and Secured Party (its Federal identification number being 36-1194448), a corporation duly organized and existing under the laws of the State of Illinois and having its principal place of business at 111 West Monroe Street, Chicago, Illinois 60603 (hereinafter sometimes called the “Trustee”), party of the second part, and R. G. Mason, as Co-Trustee and Secured Party (whose Social Security number is ###-##-####) and whose residence address is 419 Ames Street, Libertyville, Illinois 60048 (hereinafter sometimes called the “Co-Trustee”), party of the third part, the mailing address of each of whom is P.O. Box 755, Chicago, Illinois 60690 (said Trustee and Co-Trustee being hereinafter sometimes collectively called the “Trustees”).

WHEREAS, Washington Natural Gas Company, a Delaware corporation (the “Predecessor Company”) which was merged into the Company on August 9, 1978, has heretofore executed and delivered to the Trustee its Indenture of First Mortgage dated as of April 1, 1957 (hereinafter called the “Original Indenture” or as heretofore supplemented and modified and as supplemented by this Twenty-seventh Supplemental Indenture hereinafter called the “Indenture”) in order, among other things, to secure, as provided therein, the payment of the principal of and premium, if any, and interest on its bonds (in the Original Indenture and herein called the “Bonds”) at any time issued and outstanding thereunder according to their tenor and effect, said Bonds to be designated generally as its “First Mortgage Bonds”, and to be issued in one or more series as provided in the Original Indenture; and

WHEREAS, the Predecessor Company has heretofore executed and delivered sixteen indentures supplemental to the Original Indenture as follows: First Supplemental Indenture, dated as of April 1, 1957, naming and appointing, pursuant to the provisions of Section 15.18 of the Original Indenture, R. H. Long, an individual, to act as Co-Trustee jointly with the Trustee of all or any of the property subject to the lien of the Original

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Indenture as from time to time supplemented so that, if, by any present or future law in any jurisdiction in which it may be necessary or advisable to perform any act in the execution of the trusts thereby created, the Trustee shall be incompetent or unqualified to act as such trustee, then all acts so to be performed in such jurisdiction in the execution of the trusts thereby created may be performed by the Co-Trustee, acting alone, but subject to the provisions and conditions of the Original Indenture, as supplemented and modified, Second Supplemental Indenture dated as of October 1, 1959, Third Supplemental Indenture dated as of May 1, 1961, Fourth Supplemental Indenture dated as of May 1, 1963, Fifth Supplemental Indenture dated as of June 1, 1965, Sixth Supplemental Indenture dated as of August 1, 1966, Seventh Supplemental Indenture dated as of February 1, 1967, Eighth Supplemental Indenture dated as of September 1, 1967, Ninth Supplemental Indenture dated as of September 1, 1968, Tenth Supplemental Indenture dated as of June 1, 1970, Eleventh Supplemental Indenture dated as of April 1, 1971, Twelfth Supplemental Indenture dated as of November 1, 1972, Thirteenth Supplemental Indenture dated as of September 1, 1975, Fourteenth Supplemental Indenture dated as of September 15, 1975, Fifteenth Supplemental Indenture dated as of March 1, 1977 and Sixteenth Supplemental Indenture dated as of June 1, 1977, naming and appointing, pursuant to the provisions of Section 15.18 of the Original Indenture, R. G. Mason, an individual, to act as successor Co-Trustee, pursuant to each of which supplemental indentures, except said First, Seventh, and Sixteenth Supplemental Indentures, the Company provided for the creation of an issue of First Mortgage Bonds, and said Sixth and Seventh Supplemental Indentures provided for certain modifications of the Original Indenture; and

WHEREAS, the Company has heretofore executed and delivered a Seventeenth Supplemental Indenture dated as of August 9, 1978, whereby the Company 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 August 9, 1978 whereupon the Company acquired all the property, real, personal or mixed, including all rights, privileges, immunities 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 subject or intended to be subjected to the lien thereof; and

WHEREAS, the Company has also heretofore executed and delivered an Eighteenth Supplemental Indenture dated as of September 1, 1979, a Nineteenth Supplemental Indenture dated as of January 15, 1982, a Twentieth Supplemental Indenture dated as

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of August 15, 1983, a Twenty-first Supplemental Indenture dated as of August 15, 1983, a Twenty-second Supplemental Indenture dated as of July 15, 1986, a Twenty-third Supplemental Indenture dated as of July 15, 1986, a Twenty-fourth Supplemental Indenture dated as of December 15, 1987, a Twenty-fifth Supplemental Indenture dated as of August 15, 1988, and a Twenty-sixth Supplemental Indenture dated as of September 1, 1990 pursuant to each of which supplemental indentures the Company provided for the creation of an issue of First Mortgage Bonds, and such Twenty-second Supplemental Indenture provided for certain modifications of the Original Indenture; and

WHEREAS, pursuant to the Original Indenture, as heretofore supplemented and modified, there have been executed, authenticated, delivered and issued and there are now outstanding, First Mortgage Bonds of series and in principal amounts as follows:

Title	Issued		Outstanding
6- 1/8% Series due 1991	$	10,000,000	$	4,940,000
6- 5/8% Series due 1992		7,500,000		4,140,000
6- 7/8% Series due 1993		7,500,000		4,300,000
12% Series due 1993		20,000,000		15,000,000
8- 5/8% Series due 1994		20,000,000		20,000,000
10 1/4% Series due 1995		15,000,000		8,790,000
9.96% Series due 1995		40,000,000		40,000,000
8- 7/8% Series due 1996		6,000,000		3,620,000
8.80% Series due 1996		25,000,000		25,000,000
8- 1/8% Series due 1997		6,000,000		3,900,000
10 1/4% Series due 1997		30,000,000		30,000,000
10.40% Series due 1999		20,000,000		11,600,000

and

WHEREAS, the Board of Directors of the Company has established under the Original Indenture, a new series of Bonds

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to be designated First Mortgage Bonds, 9.57% Series due 2020 (hereinafter referred to as the “Bonds of the 2020 Series”), and has authorized the issue of said Bonds of the 2020 Series in the aggregate principal amount of Twenty-five Million Dollars ($25,000,000) pursuant to the provisions of Article Five of the original Indenture; and

WHEREAS, the Board of Directors of the Company has also established under the Original Indenture, a new series of Bonds to be designated First Mortgage Bonds, 9.60% Series due 2000 (hereinafter referred to as the “Bonds of the 2000 Series”), and has authorized the issue of said Bonds of the 2000 Series in the aggregate principal amount of Twenty-five Million Dollars ($25,000,000) pursuant to the provisions of Article Five of the Original Indenture (said Bonds of the 2000 Series to be issued pursuant to the terms and conditions of a Twenty-sixth Supplemental Indenture, of even date hereof); and

WHEREAS, Section 18.01 of the Original Indenture provides, among other things, that the Company, when authorized by a resolution of the Board of Directors, and the Trustee, from time to time and at any time, subject to the restrictions in the Indenture contained, may, and when so required by the Original Indenture, shall, enter into indentures supplemental to the Original Indenture and which thereafter shall form a part thereof, for the purposes, among others, of (a) providing for the creation of a series of Bonds, designating the series to be created and specifying the form and provisions of the Bonds for such series, (b) adding to the Original Indenture other covenants and agreements thereafter to be observed by the Company, and (c) mortgaging, pledging, conveying, transferring or assigning to the Trustees, and subjecting to the lien of the Indenture, additional properties acquired by the Company; and

WHEREAS, the Board of Directors of the Company, by resolutions duly adopted, authorized the execution of this Twenty-seventh Supplemental Indenture for the purposes of (a) creating the Bonds of the 2020 Series, designating the series created and specifying the form and provisions of the Bonds of such series, (b) adding to the Original Indenture certain covenants and agreements hereafter to be observed by the Company, and (c) mortgaging, pledging, conveying, transferring and assigning to the Trustees, and subjecting to the lien of the Indenture, additional properties acquired by the Company; and

WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to secure the payment of the principal of and interest on the Bonds of the 2020 Series, to make the Bonds of the 2020 Series to be issued hereunder, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and

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legal obligations of the Company, and to constitute the Indenture a valid and binding mortgage for the security of all the Bonds, in accordance with its and their terms, have been done and taken; and the execution and delivery of this Twenty-seventh Supplemental Indenture and the issue of the Bonds of the 2020 Series have been in all respects duly authorized:

NOW, THEREFORE, THIS TWENTY-SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH, that in order to secure the payment of the principal of and premium, if any, and interest on all Bonds at any time issued and outstanding under the Indenture, according to their tenor, purport and effect, to confirm the lien of the Indenture upon the mortgaged property mentioned therein, including any and all property purchased, constructed or otherwise acquired by the Company since the date of the Twenty-fifth Supplemental Indenture, and to secure the performance and observance of all the covenants and conditions herein and in the Bonds and in the Indenture contained, and to declare the terms and conditions upon and subject to which the Bonds of the 2020 Series are and are to be issued and secured, and for and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds of the 2020 Series by the holders thereof, and of the sum of Ten Dollars ($10) duly paid to the Company by the Trustees, at or before the ensealing and delivery hereof and for other valuable considerations, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Twenty-seventh Supplemental Indenture, and by these presents, does grant, bargain, sell, alien, remise, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto the Trustees, their respective successors in trust and its and their successors and assigns, all the property, rights, privileges and franchises (other than excepted property) of the character described in the Granting Clauses of the Original Indenture now owned of record or otherwise by the Company, whether or not constructed or acquired since the date of the Twenty-fifth Supplemental Indenture or which may hereafter be constructed or acquired by it, and expressly excepting and excluding from the lien and operation of the Indenture all properties of the character specifically excepted by Paragraphs A through I of Granting Clause IX of the Original Indenture, to the extent contemplated thereby, and all property heretofore released or otherwise disposed of pursuant to the provisions of the Indenture.

TO HAVE AND TO HOLD all of the property, real, personal and mixed, and all and singular the lands, properties, estates, rights, franchises, privileges and appurtenances hereby granted, bargained, sold, aliened, remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed, or intended so to be, unto the Trustees and their respective

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successors in trust and to its and their successors and assigns, forever.

BUT IN TRUST, NEVERTHELESS, for the equal and proportionate use, benefit, security and protection of those who from time to time shall hold the Bonds and coupons, or any of them, authenticated and delivered under the Indenture, and duly issued by the Company, without any discrimination, preference or priority of any one Bond or coupon over any other by reason of priority in the time of issue, sale or negotiation thereof or otherwise, except as provided in Section 12.28 of the Original Indenture, so that, subject to said Section 12.28, each and all of said Bonds and coupons shall have the same right, lien and privilege under the Indenture and shall be equally and proportionately secured thereby and hereby (except as any sinking, renewal or other analogous fund established in accordance with the provisions of the Indenture may afford additional security for the Bonds of any particular series), with the same effect as if all of the Bonds and coupons had been issued, sold and negotiated simultaneously on the date of the delivery of the Original Indenture.

THE COMPANY HEREBY DECLARES that it holds and will hold and apply all property and rights of the character described in Paragraph G of Granting Clause IX of the Original Indenture as specifically reserved and excepted, upon the trusts as set forth in the Indenture, and as the Trustees (or any purchaser upon any sale of the mortgaged property) shall for such purpose direct from time to time, to the fullest extent permitted by law or in equity and by any instruments creating the same, as fully as if the same could be and had been hereby granted, conveyed, mortgaged, pledged, transferred and assigned to and vested in the Trustees.

It is hereby covenanted, declared and agreed by and between the parties hereto that all Bonds and coupons, if any, are to be authenticated, delivered and issued and that all property subject or to become subject to the Indenture is to be held, subject to the further covenants, conditions, uses and trusts set forth in the Indenture, and the Company for itself and its successor or assigns does hereby covenant and agree to and with the Trustees and their respective successor or successors in such trust, for the benefit of those who shall hold Bonds, or coupons, or any of them, as follows:

ARTICLE ONE

BONDS OF THE 2020 SERIES AND PROVISIONS RELATING THERETO

Section 1.01. A. Terms of Bonds of the 2020 Series. There shall be, and is hereby created, a new series of Bonds, known as

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and entitled “First Mortgage Bonds, 9.57% Series due 2020” (herein referred to as the “Bonds of the 2020 Series”). The principal amount of the Bonds of the 2020 Series shall be and hereby is limited, except for duplicate Bonds authenticated and delivered pursuant to Section 3.12 of the Indenture, to Twenty-five Million Dollars ($25,000,000) in aggregate principal amount.

The definitive Bonds of the 2020 Series shall be issued only as registered Bonds without coupons in the denomination of $1,000 or any multiple thereof.

The definitive Bonds of the 2020 Series may be issued in the form of Bonds engraved, printed or lithographed on steel engraved borders.

The date of the commencement of the first interest period for Bonds of the 2020 Series shall be the date of authentication and original issuance of the first Bond of the 2020 Series. All Bonds of the 2020 Series shall mature September 1, 2020, and will bear interest at the rate of 9.57% per annum (computed on the basis of a 360-day year of twelve 30-day months) until the payment of the principal thereof, such interest to be payable commencing March 1, 1991, and thereafter semi-annually on September 1 and March 1 in each year. The Company also promises to pay interest at the rate per annum 1% in excess of the rate per annum specified herein on any overdue payment of principal and, to the extent permitted by law, on any overdue payment of interest, until the same shall be paid in full. The principal of and interest on the Bonds of the 2020 Series will be paid in coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Principal of Bonds of the 2020 Series will be payable at the principal corporate trust office of the Trustee, or its successor in trust, in the City of Chicago, Illinois, except that, in the case of the redemption as a whole at any time of Bonds of the 2020 Series then outstanding, the Company may designate in the redemption notice other offices or agencies at which, at the option of the holders, Bonds of the 2020 Series may be surrendered for redemption and payment. Except as hereinafter provided, interest on Bonds of the 2020 Series will be payable at the principal corporate trust office of the Trustee, or its successor in trust, in the City of Chicago, Illinois, in each case to the holder of record on the record date (as hereinbelow defined). Interest on the Bonds of the 2020 Series shall, unless otherwise directed by the holder, be paid by checks payable to the order of the respective holders entitled thereto, and mailed by the Trustee by first class mail, postage prepaid, to such holders at their respective registered addresses as shown on the Bond register for the Bonds of the 2020 Series.

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Notwithstanding any provision in the Indenture to the contrary, each Bond of the 2020 Series shall be dated the date of the authentication thereof by the Trustee, and shall bear interest on the principal amount thereof from the interest payment date next preceding the date thereof to which interest has been paid on the Bonds of the 2020 Series, or if the date thereof is prior to February 15, 1991, then from the date of authentication and original issuance of the first Bond of the 2020 Series, or if the date thereof be an interest payment date to which interest is being paid or a date between the record date for any such an interest payment date and such interest payment date, then from such interest payment date; provided, however, that if there shall be an existing default in the payment of interest on Bonds of the 2020 Series then, unless moneys sufficient for the payment of interest on the next interest payment date shall have been deposited with the Trustee, Bonds of the 2020 Series authenticated between the record date and interest payment date shall bear interest from the next preceding date to which interest has been paid on the Bonds of the 2020 Series, or if no interest has been paid, from the date of authentication and original issuance of the first Bond of the 2020 Series.

Notwithstanding any provision in the Indenture to the contrary, the person in whose name any Bond of the 2020 Series is registered at the close of business on any record date (as hereinbelow defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Bond of the 2020 Series upon any transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except that, if and to the extent that the Company shall default in the payment of the interest due on such interest payment date, then the registered holders of Bonds of the 2020 Series on such record date shall have no further right to or claim in respect of such defaulted interest as such registered holders on such record date, and the persons entitled to receive payment of any defaulted interest thereafter payable or paid on any Bonds of the 2020 Series shall be the registered holders of such Bonds of the 2020 Series on the record date for payment of such defaulted interest. The term “record date” as used in this Section 1.01, and in the form of the Bonds of the 2020 Series, with respect to any interest payment date applicable to the Bonds of the 2020 Series, shall mean the close of business on the February 15 next preceding a March 1 interest payment date or the August 15 next preceding a September 1 interest payment date as the case may be (or the preceding business day if a holiday or other day on which the principal corporate trust office of the Trustee is closed), or such record date established for defaulted interest as hereinafter provided.

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In case of failure by the Company to pay interest when due, the claim for such interest shall be deemed to have been transferred by transfer of any Bonds of the 2020 Series registered on the books of the Company and the Company, by not less than 10 days’ written notice to bondholders, may fix a subsequent record date, not more than 30 days prior to the date fixed for the payment of such interest, for determination of holders entitled to payment of such interest. Such provision for establishment of a subsequent record date, however, shall in no way affect the rights of bondholders or of the Trustees consequent on any default.

As permitted by the provisions of Section 3.10 of the Original Indenture and upon payment at the option of the Company of a sum sufficient to reimburse it for any stamp tax or other governmental charge as provided in Section 3.11 of the Original Indenture, Bonds of the 2020 Series may be exchanged for other registered Bonds of the 2020 Series of different authorized denominations of like aggregate principal amount. Notwithstanding the provisions of Section 3.11 of the Original Indenture, no further sum, other than the sum sufficient to reimburse the Company for such stamp taxes or other governmental charges, shall be required to be paid upon any exchange of Bonds of the 2020 Series or upon any transfer thereof.

The Trustee hereunder shall, by virtue of its office as such Trustee, be a paying agent of the Company for the purpose of the payment of the principal of and interest on the Bonds of the 2020 Series and the registrar and transfer agent of the Company for the purpose of registering and transferring Bonds of the 2020 Series. Neither the Company nor the Trustee shall be required to make transfers or exchanges of any Bonds designated for redemption.

B. Form of Bonds of the 2020 Series. The Bonds of the 2020 Series, and the Trustee’s authentication certificate to be executed on the Bonds of said series, shall be in substantially the following forms, respectively:

[Form of Face of Bond of the 2020 Series]

No.      $             

WASHINGTON NATURAL GAS COMPANY

First Mortgage Bond, 9.57% Series Due 2020

Due September 1, 2020

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WASHINGTON NATURAL GAS COMPANY, a Washington corporation (hereinafter sometimes called the “Company”), for value received, hereby promises to pay to                                  or registered assigns,                                          Dollars on September 1, 2020 and to pay interest hereon from the interest payment date next preceding the date hereof to which interest has been paid on the bonds of this series, or if the date hereof is prior to February 15, 1991, then from                      *                      , or if the date hereof is an interest payment date to which interest is being paid or a date between the record date for any such an interest payment date and such interest payment date, then from such interest payment date, at the rate per annum specified in the title of this bond, payable semi-annually on the first days of March and September in each year until payment of the principal hereof; provided, however, that if there shall be an existing default in the payment of interest on bonds of this series then, unless moneys sufficient for the payment of interest on the next interest payment date shall have been deposited with the Trustee, bonds authenticated between the record date and interest payment date shall bear interest from the next preceding date to which interest has been paid on the bonds of this series, or if no interest has been paid, from                                                               *                                                               . The interest so payable upon any March 1 or September 1 will, subject to certain exceptions described on the reverse hereof, be paid to the person in whose name this bond is registered at the close of business on the February 15 preceding such March 1 or the August 15 preceding such September 1, as the case may be (or the preceding business day if a holiday or other day on which the principal corporate trust office of the Trustee is closed), and shall be computed on the basis of a 360-day year of twelve 30-day months. The Company also promises to pay to the holder of this bond interest at the rate per annum 1% in excess of the rate per annum specified in the title of this bond on any overdue payment of principal and, to the extent permitted by law, on any overdue payment of interest, until the same shall be paid in full.

The principal of and interest on this bond will be paid in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The principal of this bond will be payable at the principal corporate trust office of Harris Trust and Savings Bank, the Trustee, or its successor in trust, in the City of Chicago, State of Illinois, except that, in case of the redemption as a whole at any time of the bonds of this series then outstanding, the Company may designate in the redemption notice other offices or agencies at which, at the option of the holder, this bond may be surrendered for redemption and payment. Interest on this bond will be payable at the principal corporate trust office of Harris Trust and Savings Bank, the Trustee, or its successor in trust, in the city of Chicago, State of

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Illinois; provided, however, that interest on this bond shall, unless otherwise directed by the registered holder hereof, be paid by check to the order of the registered holder entitled thereto and mailed by the Trustee by first class mail, postage prepaid, to such holder at his address as shown on the bond register for the bonds of this series.

This bond shall not become obligatory for any purpose or be entitled to any security or benefit under the Indenture hereinafter mentioned until the authentication certificate hereon shall have been signed by the Trustee.

The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, WASHINGTON NATURAL GAS COMPANY has caused these presents to be executed in its corporate name by the manual or facsimile signature of its President or one of its Vice Presidents, under its corporate seal or facsimile thereof, attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries, all as of

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WASHINGTON NATURAL GAS COMPANY
By:
	President

ATTEST:

Secretary

* Insert the date of authentication and original issuance of the first Bond of the 2020 Series.

[Form of Reverse of Bond]

This bond is one of the bonds, of the above designated series, of an authorized issue of bonds of the Company known as First Mortgage Bonds, not limited as to maximum aggregate principal amount, all issued or issuable in one or more series under and equally and proportionately secured (except in so far as any sinking fund, renewal fund or other fund established in accordance with the provisions of the Indenture hereinafter mentioned may afford additional security for the bonds of any specific series) by an Indenture of First Mortgage dated as of April 1, 1957 (herein sometimes called the “Original Indenture”), executed and delivered by the Company to Harris Trust and Savings Bank, as Trustee (herein and its successors under said Indenture sometimes called the “Trustee”), as supplemented by a First Supplemental Indenture dated as of April 1, 1957, executed by the Company, the Trustee and R. H. Long, the Co-Trustee originally appointed thereunder and as supplemented by a Sixteenth Supplemental Indenture dated as of June 1, 1977, executed by the Company, the Trustee and R.G. Mason, the successor Co-Trustee appointed thereunder (said Trustee and successor Co-Trustee herein sometimes called the “Trustees”), and as supplemented and modified by the Sixth Supplemental Indenture dated as of August 1, 1966, by the Seventh Supplemental Indenture dated as of February 1, 1967, by the Seventeenth Supplemental Indenture dated as of August 9, 1978, and by the Twenty-second Supplemental Indenture dated as of July 15, 1986, and as supplemented by all other indentures supplemental thereto, including in particular a Twenty-seventh Supplemental Indenture dated as of September 1, 1990 (herein sometimes called the “Twenty-seventh Supplemental Indenture”), executed by the Company and the Trustees, to which

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Indenture of First Mortgage and all indentures supplemental thereto (herein sometimes called the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged as security for said bonds, the nature and extent of the security, the rights, duties and immunities thereunder of the Trustees, the rights of the holders of said bonds and of the Trustees and of the Company in respect of such security, and the terms upon which said bonds may be issued thereunder.

The bonds of this series are issuable solely as registered bonds without coupons in denominations of $1,000 or any multiple of $1,000.

The bonds of this series are subject to redemption prior to maturity only (a) by the application of the proceeds of certain property subject to the lien of the Indenture upon payment of the called principal amount thereof if any sale or taking of the nature described in Section 7.04 of the Original Indenture shall occur or (b) as a whole at any time or in part from time to time, at the option of the Company, upon payment of the called principal amount thereof plus a redemption premium calculated as follows:

Such redemption premium shall be equal to the amount (but not less than zero) obtained by subtracting (1) the sum of the unpaid principal amount of such bond (or the portion thereof) being redeemed and the amount of interest thereon accrued to the redemption date, from (2) the sum of the Current Value (as hereinafter defined) of all amounts of principal and interest on such bond (or the portion thereof) being redeemed that would otherwise have become due on and after the date of such determination if such bond were not being redeemed (each such amount of principal or interest being referred to herein as an “Amount Payable”). The “Current Value” of any Amount Payable means such Amount Payable discounted (on a semiannual basis) to its present value on the date of determination on the basis of Treasury Yield (as hereinafter described), in accordance with the following formula:

Current Value =	Amount Payable
	(1 + d/2)n

where “d” is the sum of (i) 75 basis points (if the date of redemption is on or before 1995), 50 basis points (if the date of redemption is after 1995 and on or before 2005), 25 basis points (if the date of redemption is after 2005 and on or before 2015), and no basis points (if the date of redemption is after 2015), in each case plus (ii) the Treasury Yield per annum expressed as a decimal, and “n” is an exponent (which need not be an integer) equal to the number of semiannual periods and portions thereof (any such portion of a period to be determined by dividing the

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number of days in such portion of such period by the total number of days in such period, both computed on the basis of twelve 30-day months in a 360-day year) between the date of such determination and the due date of the Amount Payable. The “Treasury Yield” shall be determined by reference to the most recent Federal Reserve Statistical Release H.15 (519), and shall be the most recent weekly average yield on actively traded U.S. Treasury Securities adjusted to a constant maturity equal to the then remaining weighted average life to maturity of all Amounts Payable (the “Remaining Life”), computed by dividing (x) the sum of all Amounts Payable into (y) the total of the products obtained by multiplying (A) the amount of each Amount Payable by (B) the number of years (calculated to the nearest one-twelfth) which will elapse between the date as of which such computation is made and the due date of the Amount Payable.

If this bond or any portion hereof ($1,000 or any multiple thereof) is duly designated for redemption, if payment of the principal hereof or of such portion, together with accrued interest, and premium, if any, is irrevocably provided for and if notice of such redemption is duly given or provided for, or waived, all as specified in the Indenture, this bond or such portion shall cease to be entitled to the lien of the Indenture from and after the date such payment and notice are irrevocably so provided for and shall cease to bear interest from and after the date fixed for redemption.

In the event of the selection for redemption of a portion only of the principal of this bond, payment of the redemption price will be made at the option of the registered owner, either (a) upon presentation of this bond for notation hereon of such payment of the portion of the principal of this bond so called for redemption, or (b) upon surrender of this bond in exchange for a bond or bonds (of authorized denominations of the same series) for the unredeemed balance of the principal amount of this bond, or (c) pursuant to the provisions of any agreement providing for the making of notations of principal payments on this bond by the holders thereof or by an agency of the Company or the Trustee, as provided in the Indenture. In the event of the redemption of this bond in whole, payment of the redemption price will be made only upon surrender of this bond.

The Indenture contains provisions permitting the Company and the Trustees, with the consent of the holders of not less than sixty-six and two-thirds per cent in principal amount of the bonds at the time outstanding (determined as provided in the Indenture) including, if more than one series of bonds shall be at the time outstanding, not less than sixty-six and two-thirds per cent in principal amount of the bonds at the time outstanding of each series affected, to effect, by an indenture supplemental to the Indenture, modifications or alterations of the Indenture

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and of the rights and obligations of the Company and of the holders of the bonds and coupons; provided, however, that no such modification or alteration shall be made without the consent of the registered owner hereof which will (a) extend the maturity of this bond or reduce the rate or extend the time of payment of interest herein or reduce the amount of the principal hereof, or (b) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Indenture, or alter the equal and proportionate security afforded by the lien of the Indenture for the bonds issued thereunder, or (c) reduce the number or percentage of the principal amount of the bonds upon the consent of the holders of which modifications or alterations may be made as aforesaid or defaults may be waived.

This bond is transferable by the registered owner hereof in person or by his duly authorized attorney, on books of the Company kept for the purpose at the principal corporate trust office of the Trustee, upon surrender of this bond for cancellation and upon payment, if the Company shall so require, of the charges provided for in the Twenty-seventh Supplemental Indenture, sufficient to reimburse the Company for any stamp tax or other governmental charge incident thereto, and thereupon a new registered bond of the same series of like principal amount will be issued to the transferee in exchange therefor.

The registered owner of this bond at his option may surrender the same for cancellation at said office and receive in exchange therefor the same aggregate principal amount of registered bonds of the same series but of other authorized denominations, upon payment, if the Company shall so require, of the charges provided for in the Twenty-seventh Supplemental Indenture, sufficient to reimburse the Company for any stamp tax or other governmental charge incident thereto, and subject to the terms and conditions therein set forth.

Neither the Company nor the Trustee shall be required to make transfers or exchanges of any bonds designated for redemption.

If a default as defined in the Indenture shall occur, the principal of this bond may become or be declared due and payable before maturity in the manner and with the effect provided in the Indenture. The holders, however, of certain specified percentages of the bonds at the time outstanding, including in certain cases specified percentages of bonds of particular series, may in the cases, to the extent and under the conditions provided in the Indenture, waive certain defaults thereunder and the consequences of such defaults.

The Twenty-seventh Supplemental Indenture provides that in the event of any default in payment of the interest due on any

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interest payment date, such interest shall not be payable to the holder of the bond on the original record date but shall be paid to the registered holder of such bond on the subsequent record date established for payment of such defaulted interest.

The Company and the Trustee, any paying agent and any bond registrar, may deem and treat the person in whose name this bond is registered, or his registered assigns, as the absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee nor any paying agent nor any bond registrar shall be affected by any notice to the contrary.

[FORM OF ASSIGNMENT]

For value received, the undersigned hereby sells, assigns and transfers unto

Please Insert Social Security or Other Identifying Number of Assignee

the within bond, and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said bond on the books of the Company, with full power of substitution in the premises.

Dated:

In the presence of:

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever.

[FORM OF TRUSTEE’S AUTHENTICATION CERTIFICATE]

This is one of the bonds, of the series designated therein, described in the within mentioned Indenture.

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HARRIS TRUST AND SAVINGS BANK,
As Trustee,
By:
	Authorized Officer

SECTION 1.02. Redemption Provisions for Bonds of the 2020 Series. The Bonds of the 2020 Series shall be subject to redemption prior to maturity:

(a) as a whole at any time or in part from time to time, at the option of the Company, upon payment of a redemption premium, calculated in accordance with the formula set forth in the form of the Bonds of the 2020 Series set forth in Section 1.01 of this Twenty-seventh Supplemental Indenture; or

(b) as a whole at any time upon payment of 100% of the principal amount thereof if any sale or taking of the nature described in Section 7.04 of the Original Indenture of all or substantially all of the property of the Company shall occur, through the application pursuant to Section 8.05 of the Original Indenture of any trust moneys held by the Trustee received from the proceeds of such property sold or taken pursuant to the provisions of Section 7.04 of the Original Indenture.

Any redemption pursuant to the provisions of this Section 1.02 shall be made, together in any case with interest accrued thereon to the date fixed for redemption, upon not less than thirty days’ nor more than ninety days’ notice given by first class mail, postage prepaid, to the holder of record at the date of such notice of each Bond of the 2020 Series, at his address as shown on the Bond register. Such notice shall be sufficiently given if deposited in the United States mail as aforesaid within such period. Neither the failure to mail such notice, nor any defect in any notice so mailed to any holder, shall affect the sufficiency of such notice with respect to other holders. The foregoing provision with respect to notice shall be subject to all other conditions and provisions of the Indenture not inconsistent therewith.

Whenever less than all of the outstanding Bonds of the 2020 Series are to be redeemed, the principal amount of such Bonds to be redeemed shall be prorated in units of $1,000 each among the holders of the Bonds of the 2020 Series in the proporation that their respective holdings bear to the aggregate principal amount of Bonds of the 2020 Series outstanding on the date of selection.

Subject to the specific provisions set forth hereinabove in this Section 1.02 and in the form of the Bonds of the 2020 Series in Section 1.01 hereof, the provisions of Article Ten of the

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Indenture shall govern any redemption of the Bonds of such series.

Section 1.03. Renewal Fund. Notwithstanding the provisions of Section 4.06 of the Original Indenture, the Company hereby covenants that so long as any of the Bonds of the 2020 Series shall remain outstanding (a) the covenants made by the Company in Section 4.04 of the Original Indenture shall continue in full force and effect and (b) Bond credits and Bonds delivered as credits in any annual or interim renewal fund certificate shall be funded (as defined in Section 1.33(3) of the Original Indenture), and shall not again be used as the basis of action or credit under the Indenture, unless and to the extent that the same have been reinstated or unfunded, as provided in said Section 4.04 or in Section 2.03 of the Original Indenture. Cash deposited in the renewal fund may not be applied to the redemption of the Bonds of the 2020 Series.

Section 1.04. Restriction on Payment of Dividends on Common Stock. The Company hereby covenants that so long as any of the Bonds of the 2020 Series shall remain outstanding it shall not directly or indirectly (a) declare or pay any dividend (other than dividends payable in Common Stock of the Company) or declare or make any other distribution on any shares of Common Stock, or (b) make, or permit any subsidiary to make, any expenditures for the purchase, redemption or other retirement for a consideration of any shares of capital stock of the Company (other than in exchange for, or from the net cash proceeds of, other and new shares of capital stock of the Company and other than any shares of any class of stock ranking as to dividends or assets prior to the Common Stock of the Company required to be purchased, redeemed or otherwise retired for any sinking fund or purchase fund for such class of stock), if the aggregate amount of all such dividends, distributions and expenditures made since September 30, 1989, would exceed the aggregate amount of the net income of the Company accumulated after September 30, 1989 plus the sum of $20,000,000.

Net income of the Company for the purpose of this Section shall mean the sum of (a) the total operating revenues of the Company, less an amount equal to the total operating expenses of the Company, including but not limited to (i) all taxes (including without limitation income, excess profits and other taxes imposed on or measured by income or undistributed earnings or income), (ii) rentals, insurance, current repairs and maintenance, (iii) provision for retirements, depreciation or obsolescence, which shall be the amount actually charged by the Company on its books of account (but in respect of depreciable gas utility property not subject to prior liens, shall not be less than the minimum provision for depreciation as defined in Section 1.32 of the Original Indenture), and (iv) all charges on

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account of interest on indebtedness and on account of debt discount and expense, and (b) net income or loss from the operation of properties other than the trust estate and any other income received (less applicable expenses) or loss incurred by the Company; which sum shall be diminished by an amount equal to all dividends accrued subsequent to September 30, 1989 (whether or not paid) on any outstanding stock of the Company having preference over the Common Stock as to dividends, assets or otherwise, all of the foregoing determined in accordance with generally accepted accounting principles. In determining the net income of the Company for the purpose of this Section, no deduction or adjustment shall be made for or in respect of any charges or credits which under generally accepted accounting principles are not appropriate charges or credits in determining net income, but, in any event, the following items shall be excluded from the computation: (1) expenses in connection with the issuance of stock of the Company and expenses in connection with the redemption or retirement of any securities issued by the Company, including any amount paid in excess of the principal amount or par or stated value of securities redeemed or retired, or, in the event that such redemption or retirement is effected with the proceeds of sale of other securities of the Company, any interest or dividends on the securities redeemed or retired from the date on which the funds required for such redemption or retirement are deposited in trust for such purpose to the date of redemption or retirement, (2) profits or losses from the sale, abandonment or other disposition of property or other assets carried in plant or investment accounts of the Company, or from the reacquisition of any securities of the Company, or taxes in respect of any such profits, (3) any change in or adjustment of the book value of any assets owned by the Company arising from a revaluation thereof, (4) any adjustment (including tax adjustments) applicable to any period prior to October 1, 1989, or (5) amortization or elimination of gas utility property plant adjustment or acquisition accounts or intangibles.

The Company covenants that it will not, directly or indirectly, reclassify or otherwise convert Common Stock into any stock preferred over Common Stock as to dividends or upon liquidation.

Section 1.05. Restrictions on Funded Debt. The Company hereby covenants that so long as any of the Bonds of the 2020 Series shall remain outstanding it will not incur any Funded Debt (i) if immediately thereafter the aggregate principal amount of all Funded Debt to be outstanding shall exceed 65% of Total Capitalization, or (ii) unless Net Earnings Available for Interest, for a period of 12 consecutive calendar months within the 15 calendar months immediately preceding the incurrence of such debt, shall be not less than 1.75 times the aggregate of annual interest charges on all indebtedness of the Company to be

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outstanding immediately after such incurrence (excluding from such computation of interest charges, interest on any indebtedness which is to be paid, redeemed or otherwise retired or provision for the retirement of which is to be made, prior to or concurrently with the incurrence of such debt).

Section 1.06. Meanings of Certain Terms used in Section 1.05 of this Twenty-seventh Supplemental Indenture. As used in Section 1.05 of this Twenty-seventh Supplemental Indenture:

(1) Net Earnings Available for Interest shall be determined in accordance with generally accepted accounting principles by deducting, from the total operating revenues and other income of the Company for the period in question, an amount equal to the total operating expenses for such period, including but not limited to (i) all taxes other than income, excess profits and other taxes imposed on or measured by income or undistributed earnings or income or any income in the computation of which interest is deductible; (ii) rentals, insurance, current repairs and maintenance; and (iii) provision for retirements, depreciation or obsolescence, which shall be the amounts actually charged on the appropriate books of account (but in respect of depreciable gas utility property of the Company not subject to prior liens, shall not be less than the minimum provision for depreciation as defined in Section 1.32 of the Original Indenture), but excluding any charges on account of interest on indebtedness, or on account of debt discount and expense. No amortization or elimination of gas utility property plant adjustment or acquisition accounts or intangibles, shall be taken into account in determining Net Earnings Available for Interest.

If the Company shall have acquired, within or after the period for which Net Earnings Available for Interest is being determined, or will acquire in connection with the incurrence of indebtedness which is the subject of such determination, properties which within six months prior to such acquisition were used or operated in a business similar to that in which they are or are to be used or operated by the Company, and if the earnings of such properties can be separately determined or fairly estimated in accordance with generally accepted accounting principles, then, in computing Net Earnings Available for Interest, the net earnings of such properties for the whole of such period shall be included as if such properties had been owned by the Company, during the whole of such period; and if, within or after said period, any portion of the properties of the Company exceeding $500,000 in value shall have been disposed of by the Company, or will be disposed of in connection with the incurrence of indebtedness which is the subject of such determination, and if the earnings of such properties can be separately determined or fairly estimated in accordance with generally accepted accounting principles, then in computing Net

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Earnings Available for Interest, the net earnings of such properties for the whole of such period shall be excluded.

(2) The term “Funded Debt” of the Company shall mean, at any date as of which the amount thereof is to be determined, (i) all debt of the Company and all obligations of the Company under any lease or other agreement which, in accordance with generally accepted accounting principles, should be capitalized on the Company’s balance sheet or for which the amount of liability thereunder if so capitalized should be disclosed in such balance sheet, whether secured or unsecured, maturing by its terms more than one year after the date of the creation thereof (notwithstanding the fact that payments (whether installment, serial or sinking fund payments or otherwise) are required to be made less than one year after such date in respect of any such debt or obligation and notwithstanding the fact that part thereof is at any time classified, in accordance with generally accepted accounting principles, as current liabilities), (ii) any indebtedness or obligation maturing in not more than one year from the date of creation which by its terms can be extended or renewed beyond such period at the option of the Company, (iii) any debt or obligation maturing by its terms not more than one year after the date of the creation thereof if secured by the pledge of Bonds by the Company, (iv) the amount determined by the multiplication of (a) seven (7) and (b) the amount, required to be disclosed with respect to operating leases of the Company in accordance with generally accepted accounting procedures, of the minimum future rental payments required to be made in the fourth subsequent year ended after the year of the financial statements being reported, (v) all guarantees (direct or indirect), all contingent reimbursement obligations under undrawn letters of credit and other contingent obligations of the Company in respect of, or obligations to purchase or otherwise acquire or to assure payment of, indebtedness of others, and (vi) indebtedness of others secured by any lien upon property owned by the Company, whether or not assumed. For the purposes of this definition, any debt or obligation which is extended or renewed (other than at the option of the Company pursuant to the terms thereof) shall be deemed to have been created at the effective date of such extension or renewal.

(3) The term “generally accepted accounting principles” shall have the same meaning as “sound accounting practice” as defined in the Original Indenture.

(4) The term “Total Capitalization” shall have the meaning set forth with respect thereto in Section 4.05 of the Original Indenture.

Section 1.07. Parties in Interest; Duration of Effectiveness of Article One. The covenants, conditions and

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provisions of this Article One shall, except to the extent that failure to comply herewith shall (with the lapse of time or the giving of notice, or otherwise) constitute a default under the Indenture, be for the sole and exclusive benefit of the Company, the Trustees and the holders of the Bonds of the 2020 Series. This Article One shall be of force and effect only so long as any Bonds of the 2020 Series are outstanding.

ARTICLE TWO

PRINCIPAL AMOUNT OF BONDS PRESENTLY TO BE OUTSTANDING

Section 2.01. The total aggregate principal amount of the First Mortgage Bonds of the Company issued and outstanding and presently to be issued and outstanding under the provisions of and secured by the Indenture, will be Two Hundred Twenty One Million Two Hundred Ninety Thousand Dollars ($221,290,000), namely Four Million Nine Hundred Forty Thousand Dollars ($4,940,000) principal amount of First Mortgage Bonds, 6- ¹/8% Series due 1991, Four Million One Hundred Forty Thousand Dollars ($4,140,000) principal amount of First Mortgage Bonds, 6- ⁵/8% Series due 1992, Four Million Three Hundred Thousand Dollars ($4,300,000) principal amount of First Mortgage Bonds, 6- ⁷/8% Series due 1993, Fifteen Million Dollars ($15,000,000) principal amount of First Mortgage Bonds, 12% Series due 1993, Twenty Million Dollars ($20,000,000) principal amount of First Mortgage Bonds, 8- ⁵/8% Series due 1994, Eight Million Seven Hundred Ninety Thousand Dollars ($8,790,000) principal amount of First Mortgage Bonds, 10- ¹/4% Series due 1995, Forty Million Dollars ($40,000,000) principal amount of First Mortgage Bonds, 9.96% Series due 1995, Three Million Six Hundred Twenty Thousand Dollars ($3,620,000) principal amount of First Mortgage Bonds, 8- ⁷/8% Series due 1996, Twenty Five Million Dollars ($25,000,000) principal amount of First Mortgage Bonds, 8.80% Series due 1996, Three Million Nine Hundred Thousand Dollars ($3,900,000) principal amount of First Mortgage Bonds, 8- ¹/8% Series due 1997, Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 10- ¹/4% Series due 1997, Eleven Million Six Hundred Thousand Dollars ($11,600,000) principal amount of First Mortgage Bonds, 10.40% Series due 1999, now issued and outstanding and Twenty Five Million Dollars ($25,000,000) principal amount of First Mortgage Bonds, 9.60% Series due 2000 and Twenty Five Million Dollars ($25,000,000) principal amount of First Mortgage Bonds, 9.57% Series due 2020 to be issued upon compliance by the Company with the provisions of Sections 5.02, 5.03, 5.04 and/or 5.05 of the Original Indenture.

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ARTICLE THREE

MISCELLANEOUS

Section 3.01. This Twenty-seventh Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof, and the Original Indenture, as heretofore supplemented and modified and as hereby supplemented, is hereby confirmed. All terms used in this Twenty-seventh Supplemental Indenture shall be taken to have the same meaning as in the Original Indenture except in cases where the context clearly indicates otherwise.

Section 3.02. Neither the Trustee nor the Co-Trustee shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twenty-seventh Supplemental Indenture or the due execution thereof by the Company or for or in respect of the recitals of fact and statements contained herein. The Company covenants and agrees that all such recitals and statements are made by it solely and that the same are true.

Section 3.03. This Twenty-seventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, WASHINGTON NATURAL GAS COMPANY has caused this Twenty-seventh Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary, and HARRIS TRUST AND SAVINGS BANK has caused this Twenty-seventh Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary, and the said R.G. Mason has hereunto set his hand, all on the dates of their respective acknowledgments but effective as of the day and year first above written.

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WASHINGTON NATURAL GAS COMPANY
By:	R.R. Golliver
	R.R. GOLLIVER
	President

(SEAL)

ATTEST:

Timothy J. Hogan

TIMOTHY J. HOGAN

Secretary

HARRIS TRUST AND SAVINGS BANK
as Trustee
By:	J. Bartolini
	J. BARTOLINI
	Vice-President

(SEAL)

ATTEST:

C. Potter

C. POTTER

Assistant Secretary

R.G. Mason

R.G. MASON

Co-Trustee

STATE OF WASHINGTON	)
	) ss.
COUNTY OF KING	)

On this 30th day of August, A.D., 1990, before me personally appeared R.R. GOLLIVER, to me known to be the President, and TIMOTHY J. HOGAN, to me known to be the Secretary of WASHINGTON NATURAL GAS COMPANY, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they

-24-

were authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Moneca McYnturff

NOTARY PUBLIC in and for the State of Washington, residing at: Redmond

My Commission Expires: 7-1-93

(NOTARIAL SEAL)

STATE OF ILLINOIS	)
	) ss.
COUNTY OF COOK	)

On this 31st day of August, A.D., 1990, before me personally appeared J. Bartolini, to me known to be a Vice President, and C. Potter, to me known to be an Assistant Secretary, of HARRIS TRUST AND SAVINGS BANK, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

T. Muzquiz

NOTARY PUBLIC in and for the State of Illinois residing at: Chicago

My Commission Expires: July 12, 1993

(NOTARIAL SEAL)

STATE OF ILLINOIS	)
	) ss.
COUNTY OF COOK	)

On this 31st day of August, A.D., 1990, before me personally appeared R.G. MASON, to me known to be the individual who executed the within and foregoing instrument, and acknowledged to me that he executed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned.

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IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

T. Muzquiz

NOTARY PUBLIC in and for the State of Illinois residing at: Chicago

My Commission Expires: July 12, 1993

(NOTARIAL SEAL)

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EX-4.14

EXHIBIT 4.14

SECURITY AGREEMENT

This is a Security Agreement covering personal property as well as

other property real and/or personal

PUGET SOUND ENERGY, INC.

TO

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

TRUSTEE

THIRTY-SIXTH SUPPLEMENTAL INDENTURE

Dated as of April 29, 2008

SUPPLEMENTING

INDENTURE OF FIRST MORTGAGE

Dated as of April 1, 1957

ANY WRITING, TEXT, INITIALS, REVISIONS OR NOTARY SEAL APPEARING OUTSIDE THESE MARGINS MAY

DISQUALIFY THIS DOCUMENT FOR RECORDING

THIS THIRTY-SIXTH SUPPLEMENTAL INDENTURE, made as of the 29th day of April, 2008, by and between Puget Sound Energy, Inc., 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 The Bank of New York Trust Company, N.A., a national banking association duly organized and existing under the laws of the State of California and having its principal corporate trust office at 700 S. Flower, Los Angeles, CA 90017 (successor to BNY Midwest Trust Company) (hereinafter sometimes called the “Trustee”), as Trustee under the Indenture of First Mortgage dated as of April 1, 1957 (hereinafter called the “Original Indenture” or, as heretofore supplemented and modified, hereinafter called the “Indenture”), as supplemented and modified by all indentures supplemental thereto heretofore executed and delivered, party of the second part;

WITNESSETH: that

WHEREAS, Washington Natural Gas Company, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “First Predecessor Company”), which was merged into Washington Natural Gas Company, a corporation organized and existing under the laws of the State of Washington (hereinafter called the “Second Predecessor Company”) on August 9, 1978, had heretofore executed and delivered to the Trustee its Original Indenture, in order, among other things, to secure, as provided therein, the payment of the principal of and premium, if any, and interest on its bonds (in the Indenture and herein called the “Bonds”) at any time issued and outstanding thereunder according to their tenor and effect, said Bonds to be designated generally as its “First Mortgage Bonds,” and to be issued in one or more series as provided in the Original Indenture; and

WHEREAS, the First Predecessor Company had heretofore executed and delivered sixteen indentures supplemental to the Original Indenture as follows: First Supplemental Indenture, dated as of April 1, 1957, naming and appointing, pursuant to the provisions of Section 15.18 of the Original Indenture, R.H. Long, an individual, to act as Co-Trustee jointly with the Trustee, Second Supplemental Indenture dated as of October 1, 1959, Third Supplemental Indenture dated as of May 1, 1961, Fourth Supplemental Indenture dated as of May 1, 1963, Fifth Supplemental Indenture dated as of June 1, 1965, Sixth Supplemental Indenture dated as of August 1, 1966, Seventh Supplemental Indenture dated as of February 1, 1967, Eighth Supplemental Indenture dated as of September 1, 1967, Ninth Supplemental Indenture dated as of September 1, 1968, Tenth Supplemental Indenture dated as of June 1, 1970, Eleventh Supplemental Indenture dated as of April 1, 1971, Twelfth Supplemental Indenture dated as of November 1, 1972, Thirteenth Supplemental Indenture dated as of

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 1

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September 1, 1975, Fourteenth Supplemental Indenture dated as of September 15, 1975, Fifteenth Supplemental Indenture dated as of March 1, 1977 and Sixteenth Supplemental Indenture dated as of June 1, 1977, naming and appointing, pursuant to the provisions of Section 15.18 of the Original Indenture, R.G. Mason, an individual, to act as successor Co-Trustee, pursuant to each of which supplemental indentures, except said First, Seventh, and Sixteenth Supplemental Indentures, the First Predecessor Company provided for the creation of an issue of First Mortgage Bonds, and said Sixth and Seventh Supplemental Indentures provided for certain modifications of the Original Indenture; and

WHEREAS, the Second Predecessor Company has heretofore executed and delivered a Seventeenth Supplemental Indenture dated as of August 9, 1978, whereby the Second Predecessor Company succeeded to the First Predecessor Company with the same effect as if the Second Predecessor 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 First Predecessor Company merged into the Second Predecessor Company on August 9, 1978 whereupon the Second Predecessor Company acquired all the property, real, personal or mixed, including all rights, privileges, immunities and franchises, described in the Indenture and thereby conveyed and mortgaged or intended so to be, including also all such property acquired by the First Predecessor Company since the execution and delivery of the Original Indenture, which by the terms of the Original Indenture is subject or intended to be subjected to the lien thereof; and

WHEREAS, the Second Predecessor Company has also heretofore executed and delivered an Eighteenth Supplemental Indenture dated as of September 1, 1979, a Nineteenth Supplemental Indenture dated as of January 15, 1982, a Twentieth Supplemental Indenture dated as of August 15, 1983, a Twenty-first Supplemental Indenture dated as of August 15, 1983, a Twenty-second Supplemental Indenture dates as of July 15, 1986, a Twenty-third Supplemental Indenture dated as of July 15, 1986, a Twenty-fourth Supplemental Indenture dated as of December 15, 1987, a Twenty-fifth Supplemental Indenture dated as of August 15, 1988, a Twenty-sixth Supplemental Indenture dated as of September 1, 1990, a Twenty-seventh Supplemental Indenture dated as of September 1, 1990, a Twenty-eighth Supplemental Indenture dated as of July 1, 1991, a Twenty-ninth Supplemental Indenture dated as of June 1, 1993 and a Thirtieth Supplemental Indenture dated as of August 15, 1995 pursuant to each of which supplemental indentures the Second Predecessor Company provided for the creation of an issue of First Mortgage Bonds, and said Twenty-second and Twenty-eighth Supplemental Indentures provided for certain modifications of the Original Indenture; and

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 2

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WHEREAS, the Company has heretofore executed and delivered a Thirty-First Supplemental Indenture dated as of February 10, 1997, whereby the Company succeeded to the Second Predecessor Company with the same effect as if the Company had been named in the Original Indenture as the mortgagor company and in the Bonds and coupons as the obligor thereon or maker thereof, and the Second Predecessor Company merged into the Issuer on February 10, 1997 whereupon the Company acquired all the property, real, personal or mixed, including all rights, privileges, immunities 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 Indenture, which by the terms of the Indenture is subject or intended to be subjected to the lien thereof, such Thirty-First Supplemental Indenture further provided for certain modifications of the original indenture;

WHEREAS, the Company has also heretofore executed and delivered a Thirty-Second Supplemental Indenture dated as of April 1, 2005, pursuant to such supplemental indentures the Company provided for the creation of an issue of First Mortgage Bonds;

WHEREAS, the Company has also heretofore executed and delivered a Thirty-Third Supplemental Indenture dated as of April 27, 2005, a Thirty-Fourth Supplemental Indenture dated as of April 28, 2006, and a Thirty-Fifth Supplemental Indenture dated as of April 27, 2007, all of which mortgaged, 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; and

WHEREAS, pursuant to the Original Indenture, as heretofore supplemented and modified, there have been executed, authenticated, delivered and issued and there are outstanding as of the date hereof, First Mortgage Bonds of series and in principal amounts as follows:

Principal Amount of Bonds	Series
Twenty-Five Million Dollars ($25,000,000)	9.57% First Mortgage Bonds due 2020
Four Million Five Hundred Thousand Dollars ($4,500,000)	6.51% and 6.53% Secured Medium-Term Notes, Series B due 2008

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 3

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Principal Amount of Bonds	Series
Thirteen Million Dollars ($13,000,000)	6.83% and 6.90% Secured Medium-Term Notes, Series B due 2013
Eight Million Dollars ($8,000,000)	6.61% and 6.62% Secured Medium-Term Notes, Series C due 2009
Seven Million Dollars ($7,000,000)	7.12% Secured Medium-Term Notes, Series C due 2010
Twelve Million Dollars ($12,000,000)	7.35% and 7.36% Secured Medium-Term Notes, Series C due 2015
Seventeen Million Dollars ($17,000,000)	7.15% and 7.20% Secured Medium-Term Notes, Series C due 2025
Two Hundred Fifty Million Dollars ($250,000,000)	6.724% Pledged First Mortgage Bonds due June 15, 2036

WHEREAS, R.G. Mason, the successor Co-Trustee, resigned on July 31, 1993 and no successor trustee was appointed to replace him;

WHEREAS, Harris Trust and Savings Bank (the “Original Trustee”) resigned as Trustee, Paying Agent and Registrar under the Indenture on April 1, 2002;

WHEREAS, effective April 1, 2002, the Company appointed BNY Midwest Trust Company (“BNY Midwest”) to act as Trustee, Paying Agent and Registrar to succeed the Original Trustee in such capacities under the Indenture;

WHEREAS, BNY Midwest resigned as Trustee, Paying Agent and Registrar under the Indenture on June 14, 2006;

WHEREAS, effective June 14, 2006, the Company appointed The Bank of New York Trust Company, N.A. to act as Trustee, Paying Agent and Registrar to succeed BNY Midwest in such capacities under the Indenture;

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 4

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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, in order to secure the payment and performance of its obligations under such Debenture Indenture, the Company has agreed to create new Bonds from time to time with substantially the same terms as the Senior Notes; to issue and deliver such Bonds to the Debenture Indenture Trustee in trust for the benefit of the owners from time to time of the Senior Notes; and

WHEREAS, the Board of Directors of the Company has established a new series of Bonds to be designated as “Pledged First Mortgage Bonds” due Nine Months or More From Date of Issue (hereinafter sometimes called “Bonds of the New Series”), and has authorized the issuance of an unlimited aggregate principal amount thereof, and the Company has complied or will comply with all provisions required to issue additional Bonds provided for in the Indenture; and

WHEREAS, the Company desires to execute and deliver this Thirty-Sixth 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 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

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 5

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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 The Bank of New York Trust Company, 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 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:

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 6

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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.

IN KING COUNTY, WASHINGTON:

Description: LOT 2, BLOCK 71, DENNY AND HOYTS ADDITION, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGE 136, IN KING COUNTY, WASHINGTON;

EXCEPT THAT PORTION CONDEMNED FOR LAKE WASHINGTON SHIP CANAL ON NOVEMBER 25, 1898, UNDER KING COUNTY SUPERIOR COURT CAUSE NUMBER 21942.

Deed From:	Seattle Pacific University
Deed Records
Auditors File No.:	20070718001705
Assessor’s Tax
Parcel ID#:	197220-6490-02

IN PIERCE COUNTY, WASHINGTON:

Section: 14

** 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.

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 7

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Township:	19N
Range:	03E

Description: LOT 2 of SHORT PLAT NO. 78-138, AS RECORDED FEBRUARY 28, 1978 IN VOLUME 23 OF SHORT PLATS, PAGE 75, RECORDS OF PIERCE COUNTY AUDITOR;

Deed From:	Sean O. Probst
Deed Records
Auditors File No.:	200705301703
Assessor’s Tax
Parcel ID#:	0319145002

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 8

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ARTICLE ONE

MISCELLANEOUS

SECTION 1.01

This Thirty-Sixth 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 Thirty-Sixth 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 Thirty-Sixth 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 Thirty-Sixth 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.

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 9

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SECTION 1.04

This Thirty-Sixth 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 Thirty-Sixth Supplemental Indenture is dated for convenience and for the purpose of reference as of April 29, 2008, 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]

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 10

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IN WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Thirty-Sixth Supplemental Indenture to be signed in its corporate name and behalf by its President or one of its Vice Presidents and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, all on April   29  , 2008, but as of the day and year first above written.

PUGET SOUND ENERGY, INC.
By	/s/ Donald E. Gaines
	Donald E. Gaines
	Vice President Finance and Treasurer

Attest:

        /s/ James D. Sant

        James D. Sant

        Assistant Treasurer

THIRTY-SIXTH SUPPLEMENTAL INDENTURE PAGE 11

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STATE OF WASHINGTON	)
	)	ss:
COUNTY OF KING	)

On this   29   day of         April        , 2008, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Donald E. Gaines, to me known to be the Vice President Finance and Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he 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:

Notary Public in and for the State of

Washington, residing at Redmond WA.

My commission expires 7-20-09.

THIRTY-SIXTH SUPPLEMENTAL INDENTURE

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STATE OF WASHINGTON	)
	)	ss:
COUNTY OF KING	)

On this   29   day of         April        , 2008, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared James D. Sant, to me known to be the Assistant Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he 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:

Notary Public in and for the State of

Washington, residing at Redmond WA.

My commission expires 7-20-09.

THIRTY-SIXTH SUPPLEMENTAL INDENTURE

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 of our report dated February 29, 2008 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Puget Sound Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007. We also consent to the references to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington

February 5, 2009