Exhibit
3(i).1





RESTATED
ARTICLES OF INCORPORATION


OF


PUGET
ENERGY, INC.








ARTICLE
1. NAME





The
name of this corporation is Puget Energy, Inc.





ARTICLE
2. SHARES





2.1  Authorized
Capital





The
total number of shares which the corporation is authorized to issue is
300,000,000, consisting of 250,000,000 shares of Common Stock having a par value
of $.01 per share and 50,000,000 shares of Preferred Stock having a par value of
$.01 per share. The Common Stock is subject to the rights and preferences of the
Preferred Stock as set forth below.





2.2  Issuance
of Preferred Stock in Series





The
Preferred Stock may be issued from time to time in one or more series in any
manner permitted by law and the provisions of these Articles of Incorporation,
as determined from time to time by the Board of Directors and stated in the
resolution or resolutions providing for its issuance, prior to the issuance of
any shares. The Board of Directors shall have the authority to fix and determine
and to amend, subject to these provisions, the designation, preferences,
limitations and relative rights of the shares of any series that is wholly
unissued or to be established. Unless otherwise specifically provided in the
resolution establishing any series, the Board of Directors shall further have
the authority, after the issuance of shares of a series whose number it has
designated, to amend the resolution establishing such series to decrease the
number of shares of that series, but not below the number of shares of such
series then outstanding.





2.3  Designation
of Rights and Preferences of Series R Participating Cumulative Preferred
Stock





The
following series of Preferred Stock is hereby designated, which series shall
have the rights, preferences and privileges and limitations set forth
below:





2.3.1  Designation of
Series R Participating Cumulative Preferred Stock





The
shares of such series shall be designated the "Series R Participating Cumulative
Preferred Stock" (the "Series R Preferred Stock"), par value $0.01 per share.
The number of shares initially constituting the Series R Preferred Stock shall
be 1,000,000; provided, however, if more than a total of 1,000,000 shares of
Series R Preferred Stock shall be issuable upon the exercise of Rights (the
"Rights") issued pursuant to the Rights Agreement dated as of December 21, 2000
between the Company and Mellon Investor Services LLC, as Rights Agent (the
"Rights Agreement"), the Company's Board of Directors, pursuant to Section
23B.06.020 of the Revised Code of Washington, shall direct by resolution or
resolutions that Articles of Amendment be properly executed and filed with the
Washington Secretary of State providing for the total number of shares of Series
R Preferred Stock authorized for issuance to be increased (to the extent that
the Restated Articles of Incorporation then permit) to the largest number of
whole shares (rounded up to the nearest whole number) issuable upon exercise of
such Rights. In addition, such number of shares may be decreased by resolution
of the Board of Directors; provided, however, that no decrease shall reduce the
number of shares of Series R Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the conversion of
any outstanding securities issued by the Company convertible into Series R
Preferred Stock.





2.3.2  Dividends and
Distributions





(a)  Subject
to the prior and superior rights of the holders of shares of any other series of
Preferred Stock or other class of capital stock of the Company ranking prior and
superior to the shares of Series R Preferred Stock with respect to dividends,
the holders of shares of Series R Preferred Stock shall be entitled to receive,
when, as, and if declared by the Board of Directors, out of the assets of the
Company legally available therefor, quarterly dividends payable in cash on the
last day of each fiscal quarter in each year, or such other dates as the
Company's Board of Directors shall approve (each such date being referred to in
this Designation as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or a
fraction of a share of Series R Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (i) $.01 and  (ii) the
Formula Number (as hereinafter defined) then in effect times the cash dividends
then to be paid on each share of Common Stock. In addition, if the Company shall
pay any dividend or make any distribution on the Common Stock payable in assets,
securities or other forms of noncash consideration (other than dividends or
distributions solely in shares of Common Stock), then, in each such case, the
Company shall  simultaneously pay or make on each outstanding whole
share of Series R Preferred Stock a dividend or distribution in like kind equal
to the Formula Number then in effect times such dividend or distribution on each
share of Common Stock. As used in this Designation and in the Rights Agreement,
the "Formula Number" shall be 100; provided, however, that if at any time after
December 29, 2000 the Company shall (i) declare or pay any dividend on the
Common Stock payable in shares of Common Stock or make any distribution on the
Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or
otherwise) the outstanding shares of Common Stock into a larger number of shares
of Common Stock, or (iii) combine (by a reverse stock split or otherwise) the
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then in each such event the Formula Number shall be adjusted to a number
determined by multiplying the Formula Number in effect immediately prior to such
event by a fraction, the numerator of which is the number of shares of Common
Stock that are outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that are outstanding immediately
prior to such event (and rounding the result to the nearest whole number); and
provided further, that if at any time after December 29, 2000 the Company shall
issue any shares of its capital stock in a merger, reclassification or change of
the outstanding shares of Common Stock, then in each such event the Formula
Number shall be appropriately adjusted to reflect such merger, reclassification
or change so that each share of Preferred Stock continues to be the economic
equivalent of a Formula Number of shares of Common Stock prior to such merger,
reclassification or change.





(b)  The
Corporation shall declare a dividend or distribution on the Series R Preferred
Stock as provided in Section 2.3.2(a) immediately prior to or at the same time
it declares a dividend or distribution on the Common Stock (other than a
dividend or distribution solely in shares of Common Stock); provided, however,
that in the event no dividend or distribution (other than a dividend or
distribution in shares of Common Stock) shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $.01 per share on the
Series R Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date. The Corporation's Board of Directors may fix a
record date for the determination of holders of shares of Series R Preferred
Stock entitled to receive a dividend or distribution declared thereon, which
record date shall be the same as the record date for any corresponding dividend
or distribution on the Common Stock and which shall not be more than 60 days
prior to the date fixed for payment thereof.





(c)  Dividends
shall begin to accrue and be cumulative on outstanding shares of Series R
Preferred Stock from and after the Quarterly Dividend Payment Date next
preceding the date of original issue of such shares of Series R Preferred Stock;
provided, however, that dividends on such shares that are originally issued
after the record date for the determination of holders of shares of Series R
Preferred Stock entitled to receive a quarterly dividend on or prior to the next
succeeding Quarterly Dividend Payment Date shall begin to accrue and be
cumulative from and after such Quarterly Dividend Payment Date. Notwithstanding
the foregoing, dividends on shares of Series R Preferred Stock that are
originally issued prior to the record date for the determination of holders of
shares of Series R Preferred Stock entitled to receive a quarterly dividend on
or prior to the first Quarterly Dividend Payment Date shall be calculated as if
cumulative from and after the last day of the fiscal quarter (or such other
Quarterly Dividend Payment Date as the Company's Board of Directors shall
approve) next preceding the date of original issuance of such shares. Accrued
but unpaid dividends shall not bear interest. Dividends paid on the shares of
Series R Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding.





(d)  So
long as any shares of Series R Preferred Stock are outstanding, no dividends or
other distributions shall be declared, paid or distributed, or set aside for
payment or distribution, on the Common Stock unless, in each case, the dividend
required by this Section 2.3.2 to be declared on the Series R Preferred Stock
shall have been declared.





(e)  The
holders of shares of Series R Preferred Stock shall not be entitled to receive
any dividends or other distributions except as provided in this
Designation.





2.3.3  Voting
Rights





The
holders of shares of Series R Preferred Stock shall have the following voting
rights:





(a)  Each
holder of Series R Preferred Stock shall be entitled to a number of votes equal
to the Formula Number then in effect for each share of Series R Preferred Stock
held of record on each matter on which holders of the Common Stock or
shareholders generally are entitled to vote, multiplied by the maximum number of
votes per share that any holders of the Common Stock or shareholders generally
then have with respect to such matter (assuming any holding period or other
requirement to vote a greater number of shares is satisfied).





(b)  Except
as otherwise provided in this Designation or by applicable law, the holders of
shares of Series R Preferred Stock and the holders of shares of Common Stock and
any other capital stock of the Company having general voting rights shall vote
together as one class for the election of directors of the Company and on all
other matters submitted to a vote of shareholders of the Company.





(c)  Except
as provided in this Designation or by applicable law, holders of Series R
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth in this Designation) for authorizing or taking any
corporate action.




2.3.4  Certain
Restrictions





(a)  Whenever
quarterly dividends or other dividends or distributions payable on the Series R
Preferred Stock as provided in Section 2.3.2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series R Preferred Stock outstanding shall have been paid
in full, the Company shall not:





(i)  declare
or pay dividends on, make any other distributions on, or redeem or purchase or
otherwise acquire for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series R
Preferred Stock;





(ii)
declare or pay dividends on or make any other distributions on any shares of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series R Preferred Stock, except dividends
paid ratably on the Series R Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;





(iii)
redeem or purchase or otherwise acquire for consideration shares of any stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) with the Series R Preferred Stock; provided, however, that the
Company may at any time redeem, purchase or otherwise acquire shares of any such
junior stock in exchange for shares of any stock of the Company ranking junior
(either as to dividends or upon dissolution, liquidation or winding up) to the
Series R Preferred Stock; or





(iv)  redeem
or purchase or otherwise acquire for consideration any shares of Series R
Preferred Stock, or any shares of stock ranking on a parity with the Series R
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Company's Board of Directors) to all
holders of such shares upon such terms as the Company's Board of Directors,
after consideration of the respective annual dividend rates and other relative
rights and preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the respective
series or classes.





(b)  The
Company shall not permit any subsidiary of the Company to purchase or otherwise
acquire for consideration any shares of stock of the Company unless the Company
could, under paragraph (a) of this Section 2.3.4, purchase or otherwise acquire
such shares at such time and in such manner.




2.3.5  Liquidation
Rights





Upon the
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, no distribution shall be made to (a) the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series R Preferred Stock unless, prior thereto, the holders
of shares of Series R Preferred Stock shall have received an amount equal to the
greater of (i) $.01 per share and (ii) the accrued and unpaid dividends and
distributions thereon,  whether or not declared, to the date of such
payment, plus an aggregate amount per share equal to the Formula Number then in
effect times the aggregate amount to be distributed per share to holders of
Common Stock or (b) the holders of shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series
R Preferred Stock, except distributions made ratably on the Series R Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.




2.3.6  Consolidation,
Merger, etc.





In case
the Company shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case the then outstanding shares of Series R Preferred Stock shall at the same
time be similarly exchanged or changed into an amount per share equal to the
Formula Number then in effect times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is exchanged or changed. In the event
both this Section 2.3.6 and Section 2.3.2 appear to apply to a transaction, this
Section 2.3.6 will control.




2.3.7  No
Redemption; No Sinking Fund





(a)  The
shares of Series R Preferred Stock shall not be subject to redemption by the
Company or at the option of any holder of Series R Preferred Stock; provided,
however, that the Company may purchase or otherwise acquire outstanding shares
of Series R Preferred Stock in the open market or by offer to any holder or
holders of shares of Series R Preferred Stock.





(b)  The
shares of Series R Preferred Stock shall not be subject to or entitled to the
operation of a retirement or sinking fund.





2.3.8  Ranking





The
Series R Preferred Stock shall rank junior to all other series of Preferred
Stock of the Company, unless the Company's Board of Directors shall specifically
determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of such series
and the qualifications, limitations and restrictions thereof.




2.3.9  Fractional
Shares





The
Series R Preferred Stock shall be issuable upon exercise of the Rights issued
pursuant to the Rights Agreement in whole shares or in any fractional share that
is one one-hundredth (1/100th) of a share or any integral multiple of such
fraction, and shall entitle the holder, in proportion to such holder's
fractional shares, to receive dividends, exercise voting rights, participate in
distributions and have the benefit of all other rights of holders of Series R
Preferred Stock. In lieu of fractional shares, the Company, prior to the first
issuance of a share or a fractional share of Series R Preferred Stock, may elect
to (a) make a cash payment as provided in the Rights Agreement for a fractional
share other than one one-hundredth (1/100th) of a share or any integral multiple
thereof or (b) issue depository receipts evidencing such authorized fractional
share of Series R Preferred Stock pursuant to an appropriate agreement between
the Company and a depository selected by the Company; provided, however, that
such agreement shall provide that the holders of such depository receipts shall
have all the rights, privileges and preferences to which they are entitled as
holders of the Series R Preferred Stock.





2.3.10  Reacquired
Shares





Any
shares of Series R Preferred Stock purchased or otherwise acquired by the
Company in any manner whatsoever shall be retired and canceled promptly after
the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock, without designation as to
series until such shares are once more designated as part of a particular series
by the Company's Board of Directors pursuant to the provisions of the Articles
of Incorporation.




2.3.11  Amendment





None of
the powers, preferences and relative, participating, optional and other special
rights of the Series R Preferred Stock as provided in this Designation or in the
Articles of Incorporation shall be amended in any manner that would alter or
change the powers, preferences, rights or privileges of the holders of Series R
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least two-thirds of the outstanding shares of Series R
Preferred Stock, voting as a separate class.





ARTICLE
3. REGISTERED OFFICE AND AGENT





The name
of the initial registered agent of this corporation and the address of its
initial registered office are as follows:





James W.
Eldredge


411 -
108/th/ Avenue N.E.


Bellevue,
Washington 98004-5515





ARTICLE
4. INCORPORATOR





The name and address of the incorporator are as
follows:





James W.
Eldredge


411 -
108/th/ Avenue N.E.


Bellevue,
Washington 98004-5515





ARTICLE
5. PREEMPTIVE RIGHTS





No preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of this corporation.





ARTICLE
6. CUMULATIVE VOTING





The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.





ARTICLE
7. DIRECTORS





The
number of Directors of this corporation shall not be less than nine nor more
than fifteen, the exact number to be determined in the manner provided by the
Bylaws and may be increased or decreased from time to time in the manner
provided therein. The Directors shall be divided into three classes, each class
to be as nearly equal in number as possible. The terms of the Directors in the
first class shall expire at the first annual shareholders' meeting after their
election, the terms of the Directors in the second class shall expire at the
second annual shareholders' meeting after their election, and the terms of the
Directors in the third class shall expire at the third annual shareholders'
meeting after their election. At each annual shareholders' meeting held
thereafter, the Directors shall be chosen for a term of three years to succeed
those whose terms expire. The Directors of this corporation may be removed only
for cause in the manner provided by the Bylaws.





ARTICLE
8. BYLAWS





The
Board of Directors shall have the power to adopt, amend or repeal the Bylaws of
this corporation, subject to the power of the shareholders to amend or repeal
such Bylaws. The shareholders shall also have the power to amend or repeal the
Bylaws of this corporation and to adopt new Bylaws.





ARTICLE
9. AMENDMENTS TO ARTICLES OF INCORPORATION





This
corporation reserves the right to amend or repeal any of the provisions
contained in these Articles of Incorporation in any manner now or hereafter
permitted by the Washington Business Corporation Act, and the rights of the
shareholders of this corporation are granted subject to this
reservation.





ARTICLE
10. LIMITATION OF DIRECTOR LIABILITY





Except
as such limitation or elimination of director liability is specifically
prohibited by the Washington Business Corporation Act, as now in effect or as it
may hereafter be amended, a Director of this corporation shall not be liable to
this corporation or its shareholders for monetary damages for conduct as a
Director. Any amendments to or repeal of this Article 10 shall not adversely
affect any right or protection of a Director of this corporation for or with
respect to any acts or omissions of such Director occurring prior to such
amendment or repeal.





ARTICLE
11. INDEMNIFICATION





11.1  Definitions.





Capitalized
terms used in this Article 11 have the meaning given to such terms in Section
23B.08.500 of the Washington Business Corporation Act.





11.2  Indemnification





This
corporation shall indemnify its Directors, officers, employees and agents
against Liability and Expenses and shall advance Expenses to its Directors,
officers, employees and agents in connection with any proceeding to the fullest
extent permitted by the Washington Business Corporation Act, as now in effect or
as it may hereafter be amended.




ARTICLE
12. SHAREHOLDER ACTIONS





Any
action required or permitted to be taken at a shareholders' meeting may be taken
without a meeting or a vote if the action is taken by all shareholders entitled
to vote on the action.





ARTICLE
13. SPECIAL MEETINGS





Shareholders
shall not have the right to call a special meeting.





Dated:
December 21, 2000.





PUGET
ENERGY, INC.








/s/
James W. Eldredge


James W.
Eldredge


Corporate
Secretary








ARTICLES
OF AMENDMENT





OF





PUGET
ENERGY, INC.




The
following Articles of Amendment are executed by the undersigned, a Washington
corporation:




1. The
name of the corporation is Puget Energy, Inc.




2. Subsection
2.3.1 of Article 2, Section 2.3, which sets for the designation of rights and
preferences of Series R Participating Cumulative Preferred Stock, is amended in
its entirety to read as follows:




"2.3.1 Designation
of Series R Participating Cumulative Preferred
Stock


The
shares of such series shall be designated the "Series R Participating Cumulative
Preferred Stock" (the "Series R Preferred Stock"), par value $0.01 per share.
The number of shares initially constituting the Series R Preferred Stock shall
be 2,000,000; provided, however, if more than a total of 2,000,000 shares of
Series R Preferred Stock shall be issuable upon the exercise of Rights (the
"Rights") issued pursuant to the Rights Agreement dated as of December 21,
2000 between the Company and Mellon Investor Services LLC, as Rights Agent (the
"Rights Agreement"), the Company's Board of Directors, pursuant to
Section 23B.06.020 of the Revised Code of Washington, shall direct by
resolution or resolutions that Articles of Amendment be properly executed and
filed with the Washington Secretary of State providing for the total number of
shares of Series R Preferred Stock authorized for issuance to be increased (to
the extent that the Restated Articles of Incorporation then permit) to the
largest number of whole shares (rounded up to the nearest whole number) issuable
upon exercise of such Rights. In addition, such number of shares may be
decreased by resolution of the Board of Directors; provided, however, that no
decrease shall reduce the number of shares of Series R Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Company convertible into Series R Preferred Stock."




3. The
date the amendment was adopted is May 4, 2007.




4. The
amendment was adopted by the Board of Directors of the corporation. Shareholder
action was not required pursuant to the provisions of RCW 23B.06.020(4). No
shares of Series R Participating Cumulative Preferred Stock are
outstanding.








Dated:
May 4, 2007




Puget
Energy, Inc.




By: /s/ James W.
Eldredge


Vice
President Corporate Secretary and Controller





ARTICLES
OF AMENDMENT





OF





PUGET
ENERGY, INC.




The
following Articles of Amendment are executed by the undersigned, a Washington
corporation:




1.           The
name of the corporation is Puget Energy, Inc.




2.           Article 7
of the Restated Articles of Incorporation of the corporation is amended in its
entirety to read as follows:




ARTICLE
7. DIRECTORS




(a)           The
number of Directors of this corporation shall not be less than nine nor more
than fifteen, the exact number to be determined in the manner provided by the
Bylaws and may be increased or decreased from time to time in the manner
provided therein. The Directors shall be divided into three classes, each class
to be as nearly equal in number as possible. The terms of the Directors in the
first class shall expire at the first annual shareholders’ meeting after their
election, the terms of the Directors in the second class shall expire at the
second annual shareholders’ meeting after their election, and the terms of the
Directors in the third class shall expire at the third annual shareholders’
meeting after their election. At each annual shareholders’ meeting held
thereafter, the Directors shall be chosen for a term of three years to succeed
those whose terms expire. The Directors of this corporation may be removed only
for cause in the manner provided by the Bylaws. Notwithstanding the foregoing,
in an election to which plurality voting does not apply, the term of a Director
who does not receive a majority of the votes cast in accordance with
Section (b) of this Article 7 shall continue only until the next
annual shareholder’s meeting and until his or her successor is duly elected, or
his or her earlier resignation or removal.





(b)           A
nominee for director shall be elected to the Board of Directors if the votes
cast for such nominee’s election exceed the votes cast against such nominee’s
election; provided, however, that if the number of nominees for any election of
Directors exceeds the number of Directors to be elected, the Directors shall be
elected by a plurality of the votes cast. If Directors are to be elected by a
plurality of the votes cast, shareholders shall not be permitted to vote against
a nominee.




3.           The
date of the adoption of the amendment by the shareholders of the corporation is
May 4, 2007.  The amendment was duly approved by the
shareholders of the corporation in accordance with the provisions of
RCW 23B.10.030 and RCW 23B.10.040.




Dated:  May
4, 2007




PUGET
      ENERGY, INC./s/ James W.
      EldredgeJames
      W. EldredgeVice
      President, Corporate Secretary and Chief Accounting
  Officer