Exhibit 10.154
                                    AGREEMENT

         This Agreement (the  "Agreement")  is made and entered into as of March
20, 1998  between  Puget Sound  Energy,  Inc.,  a  Washington  corporation  (the
"Company"), and Joe Quintana (the "Employee").  The term "Parties" refers to the
Company and the Employee.

         A. The  Company  wishes  to  employ  Employee  as its Vice  President--
External Affairs, and Employee wishes to accept such employment, effective as of
April 13, 1998.

         B. The Company  wishes to be  reasonably  assured  that  Employee  will
continue  with the Company and desires to retain his  services and to provide an
incentive  for Employee to devote his  abilities  and industry to the success of
the Company's business.

         C. The Parties have reached  agreement on certain terms and  conditions
applicable  to such  employment,  and  believe  that it is in their  mutual best
interests  to enter into a written  agreement  that  specifies  those  terms and
conditions.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein,  and for other good and valuable  consideration,  the Parties
agree as follows:

1.       Employment

         The   Company   hereby   agrees   to  employ   Employee   as  its  Vice
President--External  Affairs and to perform the obligations of the Company under
this Agreement.  Employee hereby accepts employment by the Company and agrees to
perform the obligations of Employee under this Agreement.

2.         Term

           This Agreement  shall commence on the date hereof and shall terminate
on the fifth anniversary hereof (the "Term") unless extended prior to such fifth
anniversary by written agreement,  subject to earlier termination as provided in
Section 10 (Termination Prior to the End of the Term).


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3.       Duties

         Employee  shall  faithfully  and  diligently  perform  such  duties and
exercise such powers as are customarily expected of the Vice President--External
Affairs of business  organizations which are similar to the Company,  and as may
from time to time be properly  assigned to him by the Chief Executive Officer or
the Board of Directors of the Company.

4.       Extent of Services

         Employee shall devote his full working time, attention and skill to the
duties and  responsibilities set forth in Section 3. Employee may participate in
other  businesses  as an outside  director or investor,  provided  that Employee
shall  not  actively   participate  in  the  operation  or  management  of  such
businesses.

5.       Salary

         In consideration  for the performance of Employee's  obligations  under
this  Agreement,  the Company  shall pay Employee an annual  salary of $180,000,
which salary shall be subject to prospective adjustment from time to time by the
Board of  Directors  of the Company,  in its sole  discretion,  but shall not be
reduced during the term of this  Agreement.  Employee's  salary shall be paid in
installments  in  accordance  with  the  Company's   payroll  policy  for  other
employees.

6.       Incentive Compensation

         The Employee shall  participate  in the Company's  annual and long-term
incentive  compensation  programs  which  at  present  include  an  annual  cash
incentive bonus and a stock-based long term incentive plan. The annual incentive
target and the annual portion of long term  incentive  targets shall be at least
30% of base  salary.  One half of the  annual  incentive  target  for  1998,  or
$27,000,  shall be  guaranteed.  Employee  shall be granted long term  incentive
share  awards  of 540  shares  for the  1995-1998  cycle,  1260  shares  for the
1996-1999  cycle,  1980 shares for the  1997-2000  cycle and 2880 shares for the
1998-2001 cycle.

7.       Benefits

         Employee shall be entitled to  participate in the Company's  Retirement
Benefit Plan, Investment Plan and Deferred Compensation Plan, in accordance with
their  terms,  each of which may be  amended  from  time to time,  and any other
benefit plans now or hereafter  available to the Company's  executive  officers.
The Company shall provide Employee with medical,  life and disability  insurance
benefits, and other executive benefits, with terms and provisions  substantially
as favorable to Employee as those  provided to other  executive  officers of the
Company. The Company may prospectively amend,  eliminate or add to the insurance
and benefit  programs at any time,  in its sole  discretion.  Employee  shall be
entitled to paid time off in accordance with Company policies,  shall start with
a PTO  account  balance  of 20 days  and  shall  annually  have at least 20 days
credited to his PTO account.

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8.       Supplemental Retirement Benefit

         Employee  shall  accrue a  supplemental  retirement  benefit  under the
Company's  Supplemental  Executive Retirement Plan dated as of June 1, 1997 (the
"SERP"), as modified by the terms of this Agreement.  If Employee completes five
years of service to the Company,  he shall be entitled to a monthly benefit upon
retirement at age 62 equal to  one-twelfth  of 50% of (a) the annual  average of
his  highest  36  consecutive  months of salary  paid or  payable,  plus (b) the
average of his  highest  three  annual  bonuses  paid or payable  (collectively,
"Earnings").  This monthly amount shall be reduced by the monthly amount payable
as of the retirement date for the life of Employee under the Company's qualified
Retirement  Benefit  Plan (or, if payable as of another  date and/or  payable in
another form,  the Actuarial  Equivalent (as defined in the SERP) of the monthly
amount payable under the Retirement  Benefit Plan as of the retirement  date for
the life of  Employee).  Employee  may  elect  to take  early  retirement  after
attaining age 55, in which case the monthly benefit will be reduced one-third of
one percent for each month that  benefits  commence  prior to the month in which
Employee  would  attain  age 62.  If  Employee's  employment  with  the  Company
terminates  for any reason prior to the  completion  of five years of service to
the Company, the supplemental  retirement benefits shall vest at the rate of 20%
for each full 12 month period of employment  commencing with April 13, 1998. For
example,  if Employee's  employment  terminates  on April 13, 2001,  the benefit
otherwise payable at age 62 would be 30% of Earnings (60% times 50% equals 30%).
If Employee's  employment  terminates  prior to the completion of three years of
service,  the average  Earnings will be determined based upon the period of time
actually served.  Employee's  supplemental  retirement benefits will become 100%
vested upon the  occurrence  of a Change of Control (as defined in Section  11),
without regard to Employee's  number of years of service.  Vested benefits shall
not be  forfeitable  for any reason,  including the  subsequent  termination  of
Employee's   employment  by  the  Company  with  or  without  cause.  Except  as
specifically set forth herein,  Employee's supplemental retirement benefit shall
be subject to the terms and  conditions  of the SERP.  In the event of  conflict
between the terms of the SERP and the terms of this  Agreement,  this  Agreement
shall be  controlling,  unless  applying the terms of the SERP would result in a
greater  benefit to Employee.  For purposes of determining  the benefit  payable
under the SERP in the event of Employee's Disability (as defined in the SERP) or
death, Employee shall be credited with three Years of Service (as defined in the
SERP)  under the SERP for each 12  months  of  service  after  April  13,  1998.
Employee  may elect any  alternate  form of payment of  supplemental  retirement
benefits  permitted by the SERP. No amendment or  termination  of the SERP shall
alter the terms of this  Agreement in a manner that would  diminish the benefits
payable hereunder. The provisions of this Section 8 shall survive the expiration
of the Term and any termination of this Agreement.

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9.       Expenses

         The Company shall reimburse  Employee for reasonable  expenses incurred
by Employee in promoting  the business of the Company,  subject to the Company's
expense reimbursement policies, which may be amended from time to time.

10.      Termination Prior to the End of the Term

         10.1 The Company may  terminate  this  Agreement for cause prior to the
end of the Term. For the purposes of this Agreement,  "cause" shall mean (a) the
willful and continued  failure by Employee to  substantially  perform his duties
with the Company (other than any such failure  resulting from  incapacity due to
physical or mental  illness),  for a period of 30 days after  written  notice of
demand for  substantial  performance has been delivered to Employee by the Board
of  Directors  which  specifically  identifies  the  manner  in which  the Board
believes that Employee has not  substantially  performed his duties,  or (b) the
willful  engaging by Employee in gross  misconduct  materially and  demonstrably
injurious to the Company,  as determined by the Board of Directors  after notice
to Employee  and an  opportunity  for a hearing.  No act, nor failure to act, on
Employee's part shall be considered  "willful"  unless he has acted or failed to
act with an absence  of good  faith and  without a  reasonable  belief  that his
action or failure to act was in the best interests of the Company.  If the Board
of Directors of the Company  terminates  Employee's  employment for "cause," the
Company shall be obligated to pay to Employee  under this  Agreement his current
base salary plus  accrued  vacation as well as any other  compensation  actually
accrued through the date of  termination,  and Employee shall remain entitled to
any  supplemental  retirement  benefit which has become vested  pursuant to this
Agreement.

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         10.2  The  Company  may,  at its  option  and at  any  time,  terminate
Agreement  prior to the end of the Term,  without  cause.  In the event that the
Company  exercises  this  right,  Employee  shall be entitled to receive (a) all
compensation and benefits earned through the date of termination, (b) a pro rata
portion  (based  on the  portion  of the  year  elapsed  prior  to the  date  of
termination)  of the annual  target bonus for the year in which the  termination
occurs,  (c) a pro rata portion (based on the portion of the award cycle elapsed
prior to the date of termination  and the performance of the Company against the
target  benchmarks  during  that  period) of the target  award  under  long-term
incentive  compensation  programs  (whether or not then fully  vested),  and (d)
continuation  of his  base  salary  at the  level  in  effect  as of the date of
termination  for two years.  In the event of a termination  without cause before
Employee's  supplemental  retirement benefits have become fully vested under the
terms of this Agreement, Employee shall be credited with two additional years of
service for purposes of determining the supplemental  retirement benefit payable
pursuant to Section 8 of this Agreement.

         10.3 The Term shall  terminate in the event Employee dies, or is unable
to perform his duties as a result of "Disability." In the event of a termination
under this subsection, Employee or his estate shall be paid all compensation and
benefits  earned  through  the  date of such  termination,  including  pro-rated
payments under annual and long-term incentive  compensation  programs, and shall
be  entitled to receive  benefits  under any salary  continuation  plan that the
Company  may have in  effect  as of the date of such  termination  and under the
SERP,  as modified by this  Agreement.  "Disability"  means a physical or mental
condition  that  entitles  Employee to benefits  under the  Company's  long-term
disability plan.

11.      Change in Control

         11.1 The Board of Directors,  in the exercise of its  responsibility to
serve the best  interests of the  shareholders  of the Company,  may at any time
consider  a merger or  acquisition  proposal  that  could  result in a Change of
Control  of the  Company.  In order to avoid any  adverse  affect on  Employee's
performance   under  this  Agreement  that  might  be  caused  by  uncertainties
concerning his tenure and treatment by the Company in the event of such a Change
in Control,  the Company has agreed to provide  certain  benefits to Employee in
certain circumstances involving a Change of Control of the Company in accordance
with the provisions of this Section. For purposes of this Agreement, a Change in
Control shall mean the occurrence of any one of the following actions or events:

     (a) The  acquisition  by any  individual,  entity  or group  of  beneficial
ownership  (within the meaning of Rule 13d-3  promulgated  under the  Securities
Exchange Act) of (i) 20% or more of either (A) the  outstanding  Company  Common
Stock or (B) the outstanding Company voting securities;  provided, however, that
the following  acquisitions  shall not  constitute a Change of Control:  (x) any
acquisition by the Company, (y) any acquisition by any employee benefit plan (or
related  trust)  sponsored  or  maintained  by the  Company  or any  corporation
controlled by the Company, or (z) any acquisition by any corporation pursuant to
a business combination,  if, following such business combination, the conditions
described in clauses (i), (ii) and (iii) of subsection  (c) of this Section 11.1
are satisfied; or

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     (b) A "Board  Change"  which,  for purposes of this  Agreement,  shall have
occurred if a majority of the seats on the Board are occupied by individuals who
were neither (i)  nominated by a majority of the  Incumbent  Directors  nor (ii)
appointed by directors so nominated  ("Incumbent Director" means a member of the
Board who has been either (i)  nominated  by a majority of the  directors of the
Company  then in  office  or (ii)  appointed  by  directors  so  nominated,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office occurs as a result of either an actual or threatened election contest (as
such  terms are used in Rule  14a-11 of  Regulation  14A  promulgated  under the
Securities  Exchange Act) or other actual or threatened  solicitation of proxies
or consents by or on behalf of a Person other than the Board); or

     Approval by the  shareholders  of the Company of a complete  liquidation or
dissolution  of  the  Company  or a  Business  Combination  (which  means  (A) a
reorganization,  exchange of securities,  merger or consolidation of the Company
or (B) the sale or other  disposition of all or substantially  all the assets of
the  Company)  unless,  in  the  case  of a  Business  Combination,  immediately
following such Business  Combination,  (i) more than 50% of,  respectively,  the
then  outstanding  shares of common stock of the  corporation  resulting from or
effecting such Business  Combination  and the combined  voting power of the then
outstanding voting securities of such corporation  entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or  substantially  all the  individuals and entities who were the beneficial
owners,  respectively,  of the outstanding  Company Common Stock and outstanding
Company  voting  securities  immediately  prior to such Business  Combination in
substantially the same proportion as their ownership,  immediately prior to such
Business  Combination,  of the outstanding  Company Common Stock and outstanding
Company  voting  securities,  as the case may be, (ii) no Person  (excluding the
Company  and any  employee  benefit  plan (or  related  trust)  of the  Company)
beneficially owns,  directly or indirectly,  20% or more of,  respectively,  the
then  outstanding  shares of common stock of the  corporation  resulting from or
effecting  such Business  Combination  or the combined  voting power of the then
outstanding voting securities of such corporation  entitled to vote generally in
the election of  directors,  and (iii) at least a majority of the members of the
board of directors of the corporation  resulting from or effecting such Business
Combination were (or were approved by a majority of) the Incumbent  Directors at
the time of the  execution  of the  initial  agreement  or  action  of the Board
providing for such Business Combination.

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         11.2 In the event that a Change in Control  occurs,  whether  during or
after the term of this Agreement,  and Employee's employment is terminated prior
to the  expiration  of three years  following the date of the Change of Control,
whether by the  Company  or its  successor  or by  Employee,  Employee  shall be
entitled to receive the benefits  described  in  Subsection  11.3.  These are in
substitution  for, and not in addition to, the benefits  described in Subsection
10.2.

         11.3  In  the  event  of a  termination  of  Employee's  employment  as
described  in  Subsection  11.2,  the  Company  shall  provide to  Employee  the
following benefits:

                  (a) Employee's full base salary earned through the termination
date,  plus payment for all accrued  vacation and any deferred  compensation  to
which  Employee is entitled  for the fiscal  year most  recently  ended prior to
Employee's termination, any annual or long-term incentive payment which has been
earned but not yet paid,  and a pro rata  portion  (based on the  portion of the
year elapsed  prior to the date of  termination)  of the annual target bonus for
the year in which the termination occurs; plus

                  (b)  Within  30 days  following  the date of  termination,  an
amount  equal to three  times the sum of  Employee's  annual base salary and his
annual target bonus at the rates in effect as of the date of termination (or the
rates in effect for the prior  fiscal  year,  if higher).  However,  if Employee
would  attain  age 62 within  three  years  after the date of  termination,  the
multiplier  in the  preceding  sentence  shall  be  reduced  from  three to that
fraction  of three  representing  the  number  of months  remaining  to the date
Employee would attain age 62, divided by 36. For example, if 18 months remain to
age 62, the multiplier would be 18/36 x three = 1.5.

(c) The  Company  shall  maintain  in full  force and  effect  for  three  years
following the date of termination all employee health and welfare benefit plans,
programs and  policies,  including any life or health  insurance  plans in which
Employee was entitled to participate immediately prior to termination,  provided
that Employee is qualified to participate under the general terms and provisions
of such plans, programs and policies. In the event that Employee's participation
in any such  plan,  program  or  policy  is not  possible  under  its  terms and
conditions,  the Company  shall at its option  either  arrange  for  Employee to
receive benefits  substantially  similar to those which Employee would have been
entitled to receive  under each plan,  program or policy,  or pay to employee an
amount equal to the premiums that the Company would pay on Employee's behalf for
participation  in such  plan,  program  or  policy.  At the end of the period of
coverage, Employee will have the option to receive an assignment at no cost, and
with no apportionment of prepaid  premiums,  any assignable  insurance  policies
owned by the Company and  relating to  Employee,  and to take  advantage  of any
conversion   privileges  pertinent  to  the  benefits  available  under  Company
policies.

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     (d) In  addition to the  regular  payment of benefits to which  Employee is
entitled  under  the  retirement  plans or  programs  in  effect  on the date of
Employee's  termination,  which shall not be affected by such  termination,  the
Company  shall pay to  Employee  in cash when  Employee  attains age 62, or such
earlier  retirement date as Employee may elect, an amount equal to the actuarial
equivalent of the  additional  retirement  compensation  to which Employee would
have been entitled under the terms of such retirement plans or programs (without
regard to vesting) had Employee continued in the employ of the Company for three
years (but not beyond age 62)  following the date of  termination  at Employee's
base  salary  rate  as  of  the  date  of  termination.  For  purposes  of  this
calculation,  the actuarial  equivalent shall be determined by assuming survival
to age 80.  Employee  shall have the option to elect to receive  within 120 days
following the date of termination  the present value  equivalent,  discounted at
seven percent,  of this additional payment assuming retirement at Employee's age
on the date of termination.  If Employee has not yet attained age 55 by the date
of termination,  the present value equivalent of the additional payment shall be
calculated assuming retirement at age 55.

                  (e)  Employee  shall  waive all  rights to  receive  shares of
common  stock of the  Company  issuable  upon  exercise  of  options  granted to
employee under the Company's  stock option plans. In return for that waiver with
respect to any stock options,  Employee shall be entitled to receive,  within 30
days  following  the date of  termination,  a  payment  equal to the  difference
between the amount  payable by Employee  to acquire  such stock,  whether or not
then fully vested,  and the higher of (1) the average of the last sale prices of
the Company's (or its  successor's)  Common Stock on the New York Stock Exchange
in each of the twenty business days preceding the date of termination or (2) the
highest  price per share  actually  paid for any of the Company  Common Stock in
connection with any Change in Control of the Company.

                  (f) With  respect  to all  performance  awards  granted to the
Executive  pursuant to the Company's  Long-Term  Incentive Plan or any successor
plan that are  outstanding  immediately  prior to the date of  termination,  the
Company  shall  also  issue to the  Executive  within 30 days  after the date of
termination:

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     (i) cash equal to the higher of (1) the  average of the last sale prices of
the Company's (or its  successor's)  Common Stock on the New York Stock Exchange
in each of the twenty business days preceding the date of termination or (2) the
highest  price per share  actually  paid for any of the Company  Common Stock in
connection with the Change in Control,  multiplied by aggregate number of shares
of the  Company's  Common Stock (or, if the event that  triggered  the Effective
Date is a  Business  Combination,  the  equivalent  number of shares of the then
outstanding  common stock of the  corporation  resulting  from or effecting such
Business Combination into which such shares of Common Stock have been converted)
equal to the greater of (x) the total number of the shares payable at the target
award level upon full vesting of each such performance award and (y) such higher
number of shares  payable  upon full  vesting of each such award if the  Company
achieved  for each  four-year  award cycle the  percentile  ranking  against the
comparable  universe of EEI  companies  which the Company had  achieved  for the
applicable  cycle during the period  commencing  upon the starting  year of such
cycle and  ending  with the fiscal  quarter  immediately  preceding  the date of
termination; and

     (ii) cash equal to the amount of the dividend  equivalents  associated with
the shares  issuable  under  subparagraph  (i)  above,  in  accordance  with the
Incentive Plan.

                  (g) Notwithstanding any other provisions of this Agreement, if
any severance  benefits  under Section 11 of this  Agreement,  together with any
other  Parachute  Payments  (as defined  under  Internal  Revenue  Code  Section
280(G)(b)(2)  or any successor  provision)  made by the Company to Employee,  if
any,  are  characterized  as Excess  Parachute  Payments (as defined in Internal
Revenue Code, Section 280(G)(b)(1) or any successor provision), then the Company
shall pay to  Employee,  in addition to the  payments to be received  under this
Section, an amount equal to the excise taxes imposed by Section 4999 of the Code
or any successor  provision on Employee's  Excess  Parachute  Payments,  plus an
amount equal to the federal and, if applicable, state income taxes which will be
payable to Employee as a result of this additional payment.

(h) The Executive may, by giving written notice to the Company at least 120 days
prior to  receipt of  regulatory  approval  from the  Washington  Utilities  and
Transportation  Commission  for the  Change of  Control,  elect to  receive  the
Actuarial  Equivalent (as defined in the SERP) lump sum value of the normal form
of payment of SERP benefits,  or to have the Actuarial Equivalent lump sum value
transferred  to the  Company's  Deferred  Compensation  Plan  or  any  successor
deferred compensation plan. If the Executive is younger than the minimum age for
eligibility  for payment of SERP  benefits,  the  Executive in his notice to the
Company may elect to receive the discounted present value, using a seven percent
discount rate, of the Actuarial  Equivalent  lump sum value of the SERP benefits
to which the Executive would be entitled at the minimum age.

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         Employee  shall not be required  to mitigate  the amount of any payment
due hereunder by seeking other  employment  and,  except as provided in the next
sentence,  the  payments  due  hereunder  shall  not be  affected  by any  other
employment  which  Employee  may  obtain.  If Employee  accepts a position  with
another  employer  during the period for  payment  of  employee  benefits  under
Section  11.3(c),  then the Company's  obligation to pay such employee  benefits
will cease as of the date of Employee's new employment,  provided, however, that
the Company will  continue  such benefits for the full period to the extent that
they exceed the comparable benefits from such other employment.

         If the Company adopts new or revised  change of control  agreements for
its  executives  after  the date of this  Agreement  which  contain  terms  more
favorable to Company executives than the terms contained in this Agreement,  the
provisions of this Section shall be amended to reflect such terms. The amendment
shall  not,  however,   diminish  Employee's  rights  and  benefits  under  this
Agreement.

         The  provisions of this Section 11 shall survive the  expiration of the
Term and any termination of this Agreement.

12.      Indemnification

         The Company shall defend, indemnify and hold Employee harmless from any
and all liabilities,  obligations,  claims or expenses which arise in connection
with or as a result of Employee's service as an officer or employee (or director
if Employee is elected  and serves as a director)  of the Company  and/or any of
its  affiliates  and  subsidiaries  to the fullest  extent  allowed by law.  The
Company shall assure that Employee remains covered by the Company's  policies of
directors' and officers' liability insurance for six years following the date of
termination.

13.      Confidentiality

     Employee shall not,  during the term of this  Agreement or thereafter,  use
for his own purposes or disclose to any other person or entity any  confidential
information  concerning the Company,  its affiliates or subsidiaries,  or any of
their business operations, except as may be consistent with his duties hereunder
or  as  may  be  required  by  order  of  a  court  of  competent  jurisdiction.
Confidential  information shall include,  without  limitation,  any information,
formula,  pattern,  compilation,  program,  device, method, technique or process
that derives  independent  economic value,  actual or potential,  from not being
generally  known to, and not being  readily  ascertainable  by proper  means by,
other persons or entities.

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14.      Noncompetition

         14.1  During  the term of his  employment  with the  Company  and for a
period of two years  following any voluntary  termination by Employee,  Employee
shall not,  without the prior written  consent of the Company which shall not be
unreasonably withheld,  perform services for any person or entity engaged in the
business of selling or distributing  electric power or natural gas in the states
of Washington, Oregon or Idaho in competition with the Company.

         14.2 Employee agrees that damages for breach of the covenants contained
in this Section would be difficult to determine and therefore  agrees that these
provisions  may be enforced by temporary or permanent  injunction.  The right to
such  injunctive  relief  shall be in  addition to and not in place of any other
remedies to which the Company may be entitled.

         14.3  Employee   agrees  that  the   provisions  of  this  Section  are
reasonable.  However, if any court of competent jurisdiction determines that any
provision within this Section is unreasonable in any respect, the Parties intend
that this  Section  should be  enforced to the  fullest  extent  allowed by such
court.

15.      Payments and Disputes

         For purposes of this  Agreement,  the date of  termination  will be the
date written  notice of  termination  is given by Employee or the  Company.  The
amounts  specified in Sections 11.3(a) and 11.3(b) will be paid no more than ten
business days after the date of termination.  In the event that any payments due
hereunder  shall be delayed for any reason for more than ten business  days from
the date due,  the amounts due shall bear  interest at the rate of 12% per annum
until paid.

Any dispute  between the Parties  hereto with  respect to any of the matters set
forth herein shall be submitted to binding arbitration in city of Seattle, state
of  Washington.  Either  Party may  commence  the  arbitration  by delivery of a
written  notice to the other,  describing  the issue in dispute and its position
with regard to the issue.  If the  Parties are unable to agree on an  arbitrator
within 30 days  following  delivery  of such  notice,  the  arbitrator  shall be
selected by a Judge of the Superior  Court of the State of  Washington  for King
County upon three days' notice.  Discovery  shall be allowed in connection  with
any such  arbitration to the same extent  permitted by the  Washington  Rules of
Civil  Procedure but either Party may petition the arbitrator to limit the scope
of such discovery,  in which event the arbitrator  shall determine the extent of
discovery  allowable  in  connection  with the  dispute in  question.  Except as
otherwise provided herein, the arbitration shall be conducted in accordance with
the rules of the American  Arbitration  Association then in effect for expedited
proceedings.  The  award  of the  arbitrator  shall be final  and  binding,  and
judgment  upon an award may be entered in any court of  competent  jurisdiction.
The arbitrator  shall hold a hearing,  at which the Parties may present evidence
and argument, within 30 days of his or her appointment, and shall issue an award
within 15 days of the close of the  hearing.  The Company  will pay all fees and
expenses, including attorneys' fees and the cost of the arbitrator,  incurred by
Employee in good faith in contesting or disputing any  termination  for cause or
in seeking to obtain or enforce any right or benefit provided by this Agreement.

[07770-0016/JQ.doc]

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<PAGE>

16.      Notices

         All  notices or other  communications  required  or  permitted  by this
Agreement  shall  be in  writing  and  shall  be  sufficiently  given if sent by
certified mail, postage prepaid, addressed as follows:

         If to Employee, to:

                  Joe Quintana
                  2053 41st Avenue E.
                  Seattle, WA 98112

         If to Company:

                  Puget Sound Energy, Inc.
                  P.O. Box 97034
                  Bellevue, WA 98009-9734
                  Attention:  Corporate Secretary
                  Facsimile:  (206) 462-3300

         Any such notice or communication  shall be deemed to have been given as
of the date mailed.  Any address may be changed by giving written notice of such
change in the manner provided herein for giving notice.

[07770-0016/JQ.doc]

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<PAGE>

17.      Waiver of Breach

         The waiver by a Party of a breach of any  provision  of this  Agreement
shall not operate or be construed as a waiver of any subsequent breach.

18.      Binding Effect

         This  Agreement  shall be binding  upon and inure to the benefit of the
Parties, and their successors,  legal  representatives and heirs,  including any
successor to the Company's business or assets by merger, consolidation,  sale of
assets or otherwise.

19.      Entire Agreement

         This Agreement  contains the entire  understanding  of the Parties with
the  subject  matter  of this  Agreement  and may  only be  changed  by  written
agreement signed by both Parties.  Any and all prior discussions,  negotiations,
commitments and understandings related thereto are merged herein.

20.      Governing Law

         This  Agreement  shall  be  governed  by,  construed  and  enforced  in
accordance  with the laws of the state of  Washington,  without giving effect to
principles  and  provisions  thereof  relating to conflict or choice of laws and
irrespective  of the fact  that any one of the  Parties  is now or may  become a
resident of a different state.

21.      Validity

         In case  any  term of this  Agreement  shall  be  invalid,  illegal  or
unenforceable,  in whole or in part,  the  validity of any of the other terms of
this Agreement shall not in any way be affected thereby.

22.      Counterparts

         This Agreement may be executed in counterparts,  each of which shall be
deemed to be an original.

[07770-0016/JQ.doc]

                                       13
<PAGE>

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of date
first written above.



                                                   PUGET SOUND ENERGY, INC.



                                                   By:     /s/ Steve McKeon  
                                                   --------------------------




                                                   /s/ Joe Quintana  
                                                   --------------------------
                                                   JOE QUINTANA

[07770-0016/JQ.doc]

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