exhibit1047.htm


    


     

    EXHIBIT
10.47

     

    


     

    


     

    PUGET
SOUND ENERGY, INC.

     

    SUPPLEMENTAL
DISABILITY PLAN

     

    FOR
EXECUTIVE EMPLOYEES

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    Effective
October 1, 2000

    


     

    PUGET
SOUND ENERGY, INC.

     

    


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    SUPPLEMENTAL
DISABILITY PLAN

     

    FOR
EXECUTIVE EMPLOYEES

     

    Effective
October 1, 2000

     

    PURPOSE

     

    The
growth and success of Puget Sound Energy, Inc. (the "Company") depends on its
ability to attract and retain the services of executive employees of the highest
competence, and to provide incentives that motivate the continued and effective
service and contributions of such employees.  The purpose of this Plan
is to advance the interests of the Company and its shareholders through a
supplemental disability plan designed to attract, motivate and retain such
executive employees.  This Plan shall be unfunded for tax purposes and
for purposes of Title I of ERISA.

     

    1.           DEFINITIONS

     

    For
purposes of this Plan, the following words and phrases shall have the meanings
indicated, unless a different meaning is clearly indicated by the
context:

     

    
      	
              1.1.

            	
              Basic
      LTD Plan

            


    

     

    "Basic
LTD Plan" means the plan maintained by the Company for its regular, full-time
employees through a policy of insurance, which plan provides benefits (after a
waiting period) in the event of Disability.  Such plan also provides
enhanced benefits to executives, including core and additional voluntary
coverage.

     

    
      	
              1.2.

            	
              Board

            


    

     

    "Board"
means the board of directors of the Company.

     

    
      	
              1.3.

            	
              Code

            


    

     

    "Code"
means the Internal Revenue Code of 1986, as it may be amended from time to
time.

     

    
      	
              1.4.

            	
              Company

            


    

     

    "Company"
means Puget Sound Energy, Inc., a Washington corporation, and any successor to
all or substantially all of the Company's assets or business.

     

    
      	
              1.5.

            	
              Disability

            


    

     

    "Disability"
means a period of long-term disability during which a Participant qualifies for
benefits under the executive component of the Basic LTD Plan.  If the
Company discontinues sponsorship of the executive component of the Basic LTD
Plan, the Company in its sole discretion shall determine
Disability.  Disability does not include any waiting period under the
Basic LTD Plan or any period of short-term disability under a Company or
Employer plan that provides short-term disability benefits.

     

    
      	
              1.6.

            	
              Disability
      Benefit

            


    

     

    "Disability
Benefit" means the benefit set forth in Article 3.

     

    
      	
              1.7.

            	
              Earnings

            


    

     

    "Earnings"
means one-twelfth (1/12) of annual base salary plus target incentive bonus (as
of the effective date of a Participant's Disability), before any deferrals or
reductions under a Code Section 401(k) plan, Code Section 125 cafeteria plan or
a nonqualified deferred compensation plan, but excluding any long-term incentive
compensation.  Amounts paid after the Participant ceases to be an
active Participant in this Plan shall not be taken into account, unless the
Company specifically decides otherwise.

     

    
      	
              1.8.

            	
              Employee

            


    

     

    "Employee"
means an individual who is an employee of any Employer.

     

    
      	
              1.9.

            	
              Employer

            


    

     

    "Employer"
means the Company and shall include any of its subsidiaries at any tier (now in
existence or hereafter formed or acquired) that have been selected by the Board
to participate in this Plan and that have adopted this Plan.

     

    
      	
              1.10.

            	
              ERISA

            


    

     

    "ERISA"
means the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.

     

    
      	
              1.11.

            	
              Other
      Income Benefits

            


    

     

    "Other
Income Benefits" means all income, benefits and other amounts that a Participant
is eligible to receive from other sources and that reduce the monthly benefit
payable to the Participant under the Basic LTD Plan, including, without
limitation, workers' compensation, unemployment compensation, other insurance
benefits and Social Security benefits.

     

    
      	
              1.12.

            	
              Participant

            


    

     

    "Participant"
means any Employee who is eligible to participate in this
Plan.  Participation in this Plan shall be limited to a select group
of management and highly compensated Employees chosen by the Board in its
discretion.  A spouse or former spouse of a Participant shall not be
treated as a Participant even if such spouse has an interest in the
Participant's benefits under this Plan.

     

    
      	
              1.13.

            	
              Plan

            


    

     

    "Plan"
means this Supplemental Disability Plan for Executive Employees, as it may be
amended from time to time.

     

    
      	
              1.14.

            	
              Plan
      Year

            


    

     

    "Plan
Year" means, except for the first Plan Year, a period beginning on January 1 of
each year and continuing through December 31 of such year.

     

    
      	
              1.15.

            	
              SERP

            


    

     

    "SERP"
means the Puget Sound Energy, Inc. Supplemental Executive Retirement Plan and
any successor plans.

     

    2.           PARTICIPATION

     

    
      	
              2.1.

            	
              Enrollment
      Requirements

            


    

     

    A
Participant shall complete and return to the Company an enrollment form, and
such other materials as the Company may request, within 30 days after becoming
eligible to participate in this Plan.

     

    
      	
              2.2.

            	
              When
      Participation Begins and Ends

            


    

     

    A
Participant shall commence participation in this Plan on the first day of the
month following the month in which the Participant completes all enrollment
requirements.  A Participant who does not meet the requirements within
the time specified in Section 2.1 shall not be eligible to participate in this
Plan until the first day of the Plan Year following delivery to the Company of
the required forms.  An individual's participation in this Plan shall
end upon the termination of this Plan under Article 4, upon the individual
ceasing to qualify as a Participant or upon the date of the individual's
death.

     

    3.           PAYMENT
OF BENEFITS

     

    
      	
              3.1.

            	
              When
      Disability Benefits Begin

            


    

     

    A
Participant will be paid a monthly Disability Benefit when the Participant
submits proof (sufficient to the Company) that he or she is entitled to
executive benefits under the Basic LTD Plan, after satisfying any applicable
waiting period thereunder.  The payment of Disability Benefits under
this Plan is subject to all other applicable conditions in this Plan and in the
Basic LTD Plan.

     

    
      	
              3.2.

            	
              Disability
      Benefit Amount

            


    

     

    The
amount of the monthly Disability Benefit shall equal the following
amount:

     

    65% of
Earnings reduced by (a) the maximum monthly benefit payable under the Basic
LTD Plan, including the maximum monthly benefit payable under the executive core
and voluntary components of such Basic LTD Plan (regardless of whether the
Participant has elected and paid the premiums for such voluntary benefit), and
(b) Other Income Benefits.

     

    If,
during a period of Disability, monthly Disability Benefits are not payable under
the executive component of the Basic LTD Plan due to any exclusion or limitation
set forth in the Basic LTD Plan (or its related insurance policies), then no
monthly Disability Benefits shall be payable under this Plan.  In no
event shall Disability Benefits be payable under this Plan to the extent they
would have been paid by an insurer or from another source but for the existence
of this Plan.  No survivor benefit shall be payable under this
Plan.

     

    
      	
              3.3.

            	
              Incapacity

            


    

     

    If the
Disability Benefit is payable to a Participant who the Company reasonably
believes is legally incapacitated, then the Company may withhold payments to the
Participant until such time as a legally appointed guardian makes a claim for
payment under this Plan and presents proof (sufficient to the Company) of his or
her status.

     

    
      	
              3.4.

            	
              When
      Disability Benefits End

            


    

     

    The
payment of Disability Benefits to a Participant shall end on the earliest of the
dates listed below:

     

    
      	
               
      

            	
              (a)

            	
              The
      date this Plan is terminated under Article
4;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      date the Participant no longer qualifies as a
  Participant;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      date the Participant's Disability
ends;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      date of the Participant's death;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      date the Participant is no longer entitled to benefits under the executive
      component of the Basic LTD Plan.

            


    

     

    4.           TERMINATION,
AMENDMENT OR MODIFICATION

     

    
      	
              4.1.

            	
              Termination

            


    

     

    Although
the Company anticipates that it will continue this Plan for an indefinite period
of time, it reserves the right to terminate this Plan at any
time.  This Plan will automatically terminate if the Company is
legally dissolved, files for liquidation under the Bankruptcy Code or merges
with, consolidates with or sells substantially all of its assets to another
entity and the Company is not the surviving entity (unless the Company's
successor in interest expressly agrees in writing to assume this Plan or the
liabilities hereunder).

     

    
      	
              4.2.

            	
              Amendment

            


    

     

    The
Company may, at any time, amend or modify this Plan in whole or in part;
provided, that no amendment or modification of this Plan shall affect the rights
of any Participant to a monthly benefit under Article 3 that is due and owing at
the time of the amendment or modification.

     

    
      	
              4.3.

            	
              Effect
      of Payment

            


    

     

    The full
payment of benefits under Article 3 shall completely discharge all
obligations of the Company and all Employers to a Participant under this
Plan.

     

    5.           ADMINISTRATION

     

    The
Company is the "named fiduciary" of this Plan within the meaning of
Section 402(a)(1) of ERISA.  The Company shall administer this
Plan.  The Company expressly reserves the right to interpret in its
sole discretion any ambiguities in this Plan regarding eligibility or
benefits.  The decisions or actions of the Company with respect to the
administration, interpretation and application of this Plan and the rules and
regulations hereunder shall be final and conclusive and shall be binding on all
persons having any interest in this Plan.

     

    6.           CLAIMS
PROCEDURES

     

    
      	
              6.1.

            	
              Presentation
      of Claim

            


    

     

    Any
Participant (such Participant being referred to in this Article 6 as a
"Claimant") may deliver to the Company a written claim for a determination with
respect to the amounts distributable to such Claimant from this
Plan.  If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within 60 days after the Claimant received
such notice.  All other claims must be made within 180 days of the
date on which the event that caused the claim to arise occurred.  The
claim must state with particularity the determination desired by the
Claimant.

     

    
      	
              6.2.

            	
              Notification
      of Decision

            


    

     

    The
Company shall consider a Claimant's claim within a reasonable time, and shall
notify the Claimant in writing:

     

    
      	
               
      

            	
              (a)

            	
              That
      the Claimant's requested determination has been made, and that the claim
      has been allowed in full; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              That
      the Company has reached a conclusion contrary, in whole or in part, to the
      Claimant's requested determination.  Such notice shall
      state:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      specific reason(s) for the denial of the claim, or any part of it;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              specific
      reference(s) to pertinent provisions of this Plan upon which such denial
      was based.

            


    

     

    
      	
              6.3.

            	
              Legal
      Action

            


    

     

    Compliance
with the foregoing provisions of this Article 6 is a mandatory prerequisite
to a Claimant's right to commence any legal action with respect to any claim for
benefits under this Plan.

     

    7.           MISCELLANEOUS

     

    
      	
              7.1.

            	
              Status
      of Plan

            


    

     

    This Plan
is intended to be a welfare plan within the meaning of DOL Regulation Section
2520.104-24.  This Plan shall be administered and interpreted in a
manner consistent with that intent.

     

    
      	
              7.2.

            	
              Unsecured
      General Creditor

            


    

     

    Participants
and their heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of the Company.  For
purposes of the payment of benefits under this Plan, any and all of the
Company's assets shall be, and remain, the general, unpledged unrestricted
assets of the Company.  The Company's obligation under this Plan shall
consist solely of an unfunded and unsecured promise to pay money in the
future.

     

    
      	
              7.3.

            	
              Company's
      Liability; Right of Recovery

            


    

     

    The
Company's liability for the payment of benefits shall be defined only by this
Plan.  The Company shall have no obligation to a Participant under
this Plan except as expressly provided in this Plan.  If payments have
been made in excess of the benefit amount payable under this Plan, the Company
has the right to recover the amount of the excess from the Employee, the
Employee's estate or any other person to whom payments were made.

     

    
      	
              7.4.

            	
              Nonassignability

            


    

     

    Neither a
Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if
any, payable under this Plan, or any part thereof.  All of such rights
are expressly declared to be unassignable and nontransferable.  None
of the amounts payable under this Plan shall, prior to actual payment, be
subject to seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant or
any other person, or be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency, or be transferable
to a spouse as a result of a property settlement or otherwise.

     

    
      	
              7.5.

            	
              Furnishing
      Information

            


    

     

    A
Participant shall cooperate with the Company by furnishing any and all
information requested by the Company and shall take such other actions as may be
requested in order to facilitate the administration of this Plan and the
payments of benefits hereunder, including, but not limited to, taking such
physical examinations (at the Company's expense) as the Company may deem
necessary.

     

    
      	
              7.6.

            	
              Captions

            


    

     

    The
captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

     

    
      	
              7.7.

            	
              Governing
      Law

            


    

     

    Subject
to ERISA, the provisions of this Plan shall be construed and interpreted
according to the internal laws of the State of Washington, without regard to its
conflict of laws principles, except to the extent preempted by ERISA or by other
federal law.

     

    
      	
              7.8.

            	
              Successors

            


    

     

    The
provisions of this Plan shall bind and inure to the benefit of the Company and
its successors and assigns.

     

    
      	
              7.9.

            	
              Validity

            


    

     

    If any
provision of this Plan shall be found to be illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining parts hereof, but
this Plan shall be construed and enforced as if such illegal or invalid
provision had never been inserted herein.

     

    
      	
              7.10.

            	
              Insurance

            


    

     

    The
Company, on its own behalf and in its sole discretion, may apply for and procure
insurance related to this Plan and in such amounts and in such forms as the
Company may choose.  The Company shall be the sole owner and
beneficiary of any such insurance.  The Participant shall have no
interest whatsoever in any such policy or policies, and at the request of the
Company shall submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies
to which the Company has applied for insurance.

     

    IN
WITNESS WHEREOF, the Company has executed this Plan as of the effective date set
forth above.

     

    


     

    PUGET
SOUND ENERGY, INC.

     

    


     

    


     

    By:                                                                

     

         Name:                                                                

     

         Title: