Commission File Number

Exact name of registrant as specified

in its charter, state of incorporation,

address of principal executive offices, Telephone

I.R.S. Employer Identification Number

Amounts outstanding under the PE Facility bear interest rates at either (i) LIBOR plus a margin that varies depending upon the credit ratings in effect from time to time or (ii) at Puget Energy’s discretion, an alternate base rate plus a margin that varies depending upon the credit ratings in effect from time to time;

Puget Energy’s cash is subject to a “lock-up” agreement if Puget Energy fails to meet certain cash flow tests. Cash flow generated (including dividends received from subsidiaries) during lock-up events will be held in a secured collateral account, subject to release in specified circumstances as necessary for required capital expenditures, administrative expenses or as consented to by the Majority Lenders (as defined in the PE Facility). If the lock-up events continue for a specified period of time, the cash trapped pursuant to the “lock-up” agreement will be swept and used to prepay the PE Facility;

Puget Energy is required to maintain financial ratios for any Test Period (as defined in the PE Facility) including (a) Group FFO Coverage Ratio (as defined in the PE Facility); (b) Debt Service Coverage Ratio (as defined in the PE Facility); and (c) Group FFO Leverage Ratio (as defined in the PE Facility);

Puget Energy and its material operating subsidiaries are subject to certain restrictions on paying dividends; and

The PE Facility is secured by substantially all of the assets of Puget Energy (including a pledge of all of the shares of PSE stock), as well as a pledge by Puget Equico LLC, Puget Energy's direct parent company, of all of the shares of Puget Energy stock.

Amounts outstanding under the PSE Facility bear interest rates of LIBOR plus a margin that varies depending upon the credit ratings in effect from time to time or, at PSE’s discretion, an alternate base rate plus a margin that varies depending upon the credit ratings in effect from time to time;

PSE is required to maintain financial ratios including (a) Operating Company FFO Coverage Ratio (as defined in the PSE Facility); and (b) Operating Company FFO Leverage Ratio (as defined in the PSE Facility); and

The PSE Facility is unsecured.

Receivables Sales Agreement dated December 20, 2005, among PSE and PSE Funding, Inc. (“PSE Funding”) and the Loan and Servicing Agreement dated as of December 20, 2005 among PSE Funding as Borrower, PSE, as Servicer, the commercial paper conduits from time to time party thereto as conduit lenders, the financial institutions from time to time party thereto as committed lenders, the financial institutions from time to time party thereto as managing agents, and JPMorgan Chase Bank, N.A., as Program Agent. Pursuant to the Receivables Sales Agreement, which was entered into on December 20, 2005, PSE sold all of its utility customer accounts receivable and unbilled utility revenues to PSE Funding, a wholly owned subsidiary of PSE. The Loan and Servicing Agreement allowed PSE Funding to use the receivables as collateral to secure short-term loans, not exceeding the lesser of $200 million or the borrowing base of eligible receivables which fluctuated with the seasonality of energy sales to customers.

Credit Agreement dated as of March 29, 2007 among Puget Sound Energy, Inc., various financial institutions, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and an LC Issuer, Union Bank of California, N.A., as Syndication Agent, Citibank, N.A., KeyBank National Association and Wachovia Bank, National Association, as Co-Documentation Agents, JPMorgan Securities Inc., as Co-Lead Arranger and Joint Book Runner and Union Bank of California, N.A., as Co-Lead Arranger and Joint Book Runner. This five-year, $350 million unsecured credit facility was entered into primarily to support PSE’s energy hedging activities. The interest rate on outstanding borrowings was based either on the agent bank’s prime rate or on LIBOR plus a marginal rate related to PSE’s long-term credit rating at the time of borrowing. PSE paid a commitment fee on any unused portion of the credit agreement also related to long-term credit ratings of PSE.

Amended and Restated Credit Agreement dated March 29, 2007 among Puget Sound Energy, Inc., various financial institutions, and Wachovia Bank, National Association, as Administrative Agent, Swingline Lender and an LC Issuer, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, KeyBank National Association and Union Bank of California, N.A., as Co-Documentation Agents, Wachovia Capital Markets, LLC as Co-Lead Arranger and Joint Book Runner and Citigroup Global Markets Inc., as Co-Lead Arranger and Joint Book Runner. This five-year, $500 million unsecured credit facility was primarily used to provide credit support for commercial paper and letters of credit. The terms of the facility are essentially identical to those contained in the $350 million facility described above.

Credit Agreement dated August 29, 2008 among Puget Sound Energy, Inc., as Borrower, various financial institutions, as Lenders, the Bank of Nova Scotia as Administrative Agent, Wells Fargo Bank, N.A. as Documentation Agent and JPMorgan Chase Bank, N.A. and Barclays Bank PLC as Co-Agents. This Credit Agreement provided for a $375 million unsecured term loan facility, to be funded in up to three advances at PSE’s request. This facility matured on the date of the Merger, at which point all outstanding borrowings were repaid. The Credit Agreement contained customary events of default, which could have resulted in an increase in the applicable rate of interest and an acceleration of PSE’s obligations under the facility.

Audit Committee: Andrew Chapman, Alan Kadic, William McKenzie and William S. Ayer

Governance and Public Affairs Committee: Andrew Chapman, Alan Kadic, William McKenzie and William S. Ayer

Compensation Committee: Christopher Leslie, Graeme Bevans, Lincoln Webb and William S. Ayer

Audit Committee: Andrew Chapman, Alan Kadic, William McKenzie and William S. Ayer

Governance and Public Affairs Committee: Andrew Chapman, Alan Kadic, William McKenzie, William S. Ayer and Herbert B. Simon

Compensation Committee: Christopher Leslie, Graeme Bevans, Lincoln Webb and William S. Ayer

The Puget Energy Amended Articles provide that the total authorized shares of Puget Energy shall consist of 1,000 shares of common stock with a par value of $0.01 per share. The Puget Energy Prior Articles provided for 300,000,000 authorized shares, consisting of 250,000,000 shares of common stock and 50,000,000 shares of preferred stock, each with a par value of $0.01 per share.

The PSE Amended Articles provide that the total authorized shares of PSE shall consist of 150,000,000 shares with a par value of $0.01 per share. The PSE Prior Articles provided for 150,000,000 shares of common stock with a stated value of $10 per share, 3,000,000 shares of preferred stock with a par value of $100 per share, 13,000,000 shares of preferred stock with a par value of $25 per share and 700,000 shares of preference stock with a par value of $50 per share.

The PE and PSE Prior Articles also contained provisions regarding the authorized preferred stock, voting rights of the various classes of stock, dividend and liquidation provisions with respect to the common stock, preferences and statements and designations of rights and preferences relating to various series of preferred stock, none of which are contained in the PE and PSE Amended Articles.

The PE and PSE Prior Articles set forth the number of directors, provided for a classified board and contained certain provisions relating to election of directors and other board matters. The PE and PSE Amended Articles do not contain the foregoing, but rather state that the company shall have a board of directors whose function and authority is limited by the shareholder, with certain matters reserved to the shareholder, pursuant to Sections 23B.07.320 and 23B.08.010 of the Washington Business Corporation Act (the “Act”), as set forth in their respective Articles of Incorporation and Bylaws.

The PE and PSE Amended Articles removed provisions in the PE and PSE Prior Articles relating to the absence of the right to cumulate votes in the election of directors, amendments to the Articles of Incorporation and Bylaws, shareholder action without a meeting, and the right of shareholders to call a special meeting.

The PE and PSE Amended Bylaws reflect that Puget Energy will have a single shareholder, Puget Equico LLC, and that PSE will have a single shareholder, Puget Energy, and that the bylaws will be amended prior to the admission of additional shareholders. As a result, certain provisions in the PE and PSE Prior Bylaws were not included in the PE and PSE Amended Bylaws or were not included in extensive detail, including provisions regarding quorums for shareholder meetings, voting of shares, votes required for shareholder action, use of proxies, participation at shareholders meetings via communications equipment, business to be addressed at shareholder meetings, and details regarding notice for shareholder meetings. Additionally, because each of PE and PSE has a single shareholder, the PE and PSE Amended Bylaws provide that the certain specified actions, including matters generally regarded as board actions, require the approval of the shareholder, which was not contained in the PE and PSE Prior Bylaws.

The PE and PSE Amended Bylaws are intended to be an “Agreement Among Shareholders” pursuant to Section 23B.07.320 of the Act. This section allows a unanimous agreement among shareholders to alter the basic statutory provisions relating to shareholders and the board, including those relating to the exercise of corporate powers, the management of the business and affairs of the company, and the relationship between the board and the shareholder and among the directors. The PE and PSE Prior Bylaws did not have a similar provision.

The PE and PSE Amended Bylaws provide that the board will consist of up to 13 directors, which shall include (a) the PSE CEO (as defined in the Bylaws), (b) at least one director who is an Independent Director (as defined in the Bylaws), (c) up to ten directors called “Owner Directors”, each of whom is also an Owner Manager (as defined in the Bylaws) and (d) in the case of PSE, a “Bankruptcy Remote Independent Director” (as defined in the Bylaws). The PE and PSE Amended Bylaws provide the

process by which the shareholder appoints the directors. The PE and PSE Prior Bylaws provided that the board would consist of nine to 15 directors, and contained detailed procedures for the nomination of persons for election as directors, which could be made by or at the director of the board or by any shareholder of record entitled to vote for the election of directors.

The PE and PSE Amended Bylaws contain detailed provisions regarding the voting rights of each of the directors, and generally provide for voting based on the underlying ownership percentage of the entities in the ultimate parent. The Independent Directors and the PSE CEO Director do not have the right to vote on any matter other than, in the case of the Independent Directors, with respect to Board Supermajority Matters (as defined in the Bylaws), provided that the unanimous approval of the board is required for certain bankruptcy matters. The PE and PSE Prior Bylaws did not contain similar provisions.

The PE and PSE Amended Bylaws provide that William Ayer will serve as the initial chairman of the board. Each subsequent chairman of the board must be an Independent Director, generally as appointed by Board Supermajority Approval. The PE and PSE Prior Bylaws contained provisions relating to the appointment of a chairman of the board, but also contained provisions expressly allowing for the appointment by the board of a Vice Chairperson and Lead Independent Director.

The PE and PSE Amended Bylaws provide that the shareholder may appoint an alternate director for each Owner Director, which, in the absence of an Owner Director, will be entitled to attend board meetings and take all actions permitted to be taken by the Owner Director for whom he or she is appointed as an alternate, including voting. They also provide that if a Holdings Member has the right to appoint an observer to the Holdings Board, such Holdings Member shall also have the right to appoint one non-voting and non-participating observer to the company’s board. The PE and PSE Prior Bylaws did not contain similar provisions.

The PE and PSE Amended Bylaws generally provide for a quorum for board meetings of at least four directors who are also Holdings Managers appointed by Holdings Members holding at least 70% of the Holdings Shares, including at least one director who is also a Holdings Manager appointed by each of the three Holdings Members having the largest percentage ownership of Holdings Shares constituting such 70%; provided that if a quorum is not present, then upon a second written notice delivered at least ten business days before the meeting, the presence of any three Owner Directors at a meeting constitutes a quorum. The PE and PSE Prior Bylaws provided that 1/3 of the directors constituted a quorum.

The PE and PSE Prior Bylaws generally provided that the majority of the directors could approve a board matter. The PE and PSE Amended Bylaws generally provide that matters submitted to a vote of the board require Majority Approval, which means the approval of the Owner Directors representing more than 55% of the Holdings Shares, and that certain actions require Board Supermajority Approval, which means the approval of Owner Directors representing at least 80% of the Holdings Shares plus at least one Independent Director.

The PE and PSE Amended Bylaws provide that a director may be removed by the shareholder with or without cause. The shareholder shall fill any vacancy due to resignation or removal of the PSE CEO Director or an Independent Director (including, the case of PSE, the Bankruptcy Remote Independent Director). Upon the resignation or removal of an Owner Manager from the Holdings board, such individual shall also be removed from the company’s board and the shareholder shall fill the vacant seat with the replacement Holdings Owner Manager. The PE and PSE Prior Bylaws stated that the shareholders could remove a director for cause only by the holders of the shares entitled to elect such director if the number of votes cast to remove the director exceeded the number of votes cast not to remove the director. Additionally, the PE and PSE Prior Bylaws generally provided that any board vacancy could be filled by the shareholders or the board or remaining directors.

The PE and PSE Amended Bylaws provide that each director who is not the PSE CEO or an employee of the shareholder, the Holdings Members, or an affiliate of either of them shall be paid annual compensation at a level approved by the board, and that each director shall be entitled to reimbursement of reasonable out-of-pocket expenses incurred in performing his or her duties. The PE and PSE Prior Bylaws had no similar provision.

The PE and PSE Amended Bylaws contain certain procedures relating to conflicts of interest between directors and the company, including recusal from participation in discussions and voting. The PE and PSE Amended Bylaws also require special board approval for transactions between the company and the shareholder or its affiliates. The PE and PSE Prior Bylaws did not contain similar provisions.

The PE and PSE Amended Bylaws contain a new section not included in the PE and PSE Prior Bylaws regarding distributions to the shareholder. Generally, the PE and PSE Amended Bylaws state that, subject to certain limitations, distributions shall be made to the shareholder as the board determines, and that the company shall distribute to the shareholder all Distributable Cash (as defined in the Bylaws) no later than 30 days after the end of each fiscal quarter as determined by the board.

The PE and PSE Amended Bylaws contain a new provision not included in the PE and PSE Prior Bylaws stating that that the company shall conduct its business and be managed in accordance with Washington law and the rules and orders of the Washington Utilities and Transportation Commission, including its order approving the settlement stipulation relating to the Merger.

The PE and PSE Amended Bylaws provide that they may be amended or repealed only by the shareholder. The PE and PSE Prior Bylaws provided that they could be altered, amended or repealed by the board, except that the board could not repeal or amend any bylaw that the shareholders had expressly provided, in amending or repealing such bylaw, could not be amended or repealed by the board. They also stated that the shareholders could also alter, amend and repeal the bylaws or adopt new bylaws.

PUGET ENERGY, INC.

PUGET SOUND ENERGY, INC.

/s/ JENNIFER L. O’CONNOR

Jennifer L. O’Connor

Senior Vice President General Counsel,

Corporate Secretary and Chief

Ethics and Compliance Officer