Exhibit
4.23


















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









PUGET
SOUND ENERGY, INC.




TO




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




TRUSTEE




____________________









THIRTY-FIFTH
SUPPLEMENTAL INDENTURE









Dated
as of April 27, 2007









SUPPLEMENTING




INDENTURE
OF FIRST MORTGAGE









Dated
as of April 1, 1957















THIS
THIRTY-FIFTH SUPPLEMENTAL INDENTURE, made as of the 27th day of April, 2007, by
and between Puget Sound Energy, Inc., a corporation duly organized and existing
under and by virtue of the laws of the State of Washington (hereinafter
sometimes called the "Company"), party of the first part, and The Bank of New
York Trust Company, N.A., a national banking association duly organized and
existing under the laws of the State of California and having its principal
corporate trust office at 700 S. Flower, Los Angeles, CA 90017 (successor to BNY
Midwest Trust Company) (hereinafter sometimes called the "Trustee"), as Trustee
under the Indenture of First Mortgage dated as of April 1, 1957
(hereinafter called the "Original Indenture" or, as heretofore supplemented and
modified, hereinafter called the "Indenture"), as supplemented and modified by
all indentures supplemental thereto heretofore executed and delivered, party of
the second part;




WITNESSETH:  that




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




WHEREAS,
the First Predecessor Company had heretofore executed and delivered sixteen
indentures supplemental to the Original Indenture as follows:  First
Supplemental Indenture, dated as of April 1, 1957, naming and appointing,
pursuant to the provisions of Section 15.18 of the Original Indenture, R.H.
Long, an individual, to act as Co-Trustee jointly with the Trustee, Second
Supplemental Indenture dated as of October 1, 1959, Third Supplemental Indenture
dated as of May 1, 1961, Fourth Supplemental Indenture dated as of May 1, 1963,
Fifth Supplemental Indenture dated as of June 1, 1965, Sixth Supplemental
Indenture dated as of August 1, 1966, Seventh Supplemental Indenture dated as of
February 1, 1967, Eighth Supplemental Indenture dated as of September 1, 1967,
Ninth Supplemental Indenture dated as of September 1, 1968, Tenth Supplemental
Indenture dated as of June 1, 1970, Eleventh Supplemental Indenture dated as of
April 1, 1971, Twelfth Supplemental Indenture dated as of November 1, 1972,
Thirteenth Supplemental Indenture dated as of September 1, 1975, Fourteenth
Supplemental Indenture dated as of September 15, 1975, Fifteenth Supplemental
Indenture dated as of March 1, 1977 and Sixteenth Supplemental Indenture dated
as of June 1, 1977, naming and appointing, pursuant to the provisions of Section
15.18 of the Original Indenture, R.G. Mason, an individual, to act as successor
Co-Trustee, pursuant to each of which supplemental indentures, except said
First, Seventh, and Sixteenth Supplemental Indentures, the First Predecessor
Company provided for the creation of an issue of First Mortgage Bonds, and said
Sixth and Seventh Supplemental Indentures provided for certain modifications of
the Original Indenture; and




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




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




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




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




WHEREAS,
the Company has also heretofore executed and delivered a Thirty-Third
Supplemental Indenture dated as of April 27, 2005, and a Thirty-Fourth
Supplemental Indenture dated as of April 28, 2006, both of which mortgaged,
assigned, conveyed and transferred to the Trustee and subjected to the lien of
the Indenture additional property acquired or constructed, and betterments,
improvements and additions made to the mortgaged property; and




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





Principal Amount of Bonds
            SeriesTwenty-Five
      Million Dollars
              ($25,000,000)
            9.57%
      First Mortgage Bonds due 2020Four
      Million Five Hundred Thousand Dollars
              ($4,500,000)
            6.51%
      and 6.53% Secured Medium-Term Notes, Series B due 2008Thirteen
      Million Dollars
              ($13,000,000)
            6.83%
      and 6.90% Secured Medium-Term Notes, Series B due 2013Twenty-Five
      Million Dollars
              ($25,000,000)
            7.02%
      and 7.04% Secured Medium-Term Notes, Series C due 2007Eight
      Million Dollars
              ($8,000,000)
            6.61%
      and 6.62% Secured Medium-Term Notes, Series C due 2009Seven
      Million Dollars
              ($7,000,000)
            7.12%
      Secured Medium-Term Notes, Series C due 2010Twelve
      Million Dollars
              ($12,000,000)
            7.35%
      and 7.36% Secured Medium-Term Notes, Series C due 2015Seventeen
      Million Dollars
              ($17,000,000)
            7.15%
      and 7.20% Secured Medium-Term Notes, Series C due 2025Two
      Hundred Fifty Million Dollars ($250,000,000)
            6.724%
      Pledged First Mortgage Bonds due June 15,
2036




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




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




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




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




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




WHEREAS,
the Company has entered into an Indenture (the "Debenture Indenture") dated as
of December 1, 1997 with U.S. Bank National Association (as successor to
State Street Bank and Trust Company) as trustee (in such capacity, the
"Debenture Indenture Trustee") pursuant to which the Company proposes to issue
from time to time its Senior Notes (the "Senior Notes") and the Company has
agreed to make certain payments to the Debenture Indenture Trustee in respect of
the principal of, premium, if any, and interest on such Senior Notes;
and




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




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




WHEREAS,
the Company desires to execute and deliver this Thirty-Fifth Supplemental
Indenture, in accordance with the provisions of the Indenture, for the purpose
of confirming the lien of the Indenture on certain property acquired or
constructed by the Company since the execution and delivery of the Mortgage and
on certain betterments, improvements and additions made by the Company to
property previously described in the Indenture.




NOW,
THEREFORE, WITNESSETH, that, pursuant to and in execution of the powers,
authorities and obligations conferred, imposed and reserved in the Indenture,
and pursuant to and in execution of every other power, authority and obligation
thereto appertaining and/or enabling, in order to secure the payment of the
principal of, and the premium, if any, and interest on, the Bonds issued and to
be issued under the Indenture, and secured thereby and hereby at any time
outstanding according to their tenor and effect, and the performance of all the
covenants and conditions therein and herein and in said Bonds contained, and for
the purpose of confirming the lien of the Indenture, said Puget Sound Energy,
Inc., organized and existing under the laws of the State of Washington, in
consideration of the premises and of One Dollar ($1.00) and other good and
valuable consideration to it duly paid by the Trustee, at or before the
execution and delivery of these presents, the receipt whereof is hereby
acknowledged, has granted, bargained, sold, conveyed, transferred, assigned,
remised, released, mortgaged, set over and confirmed and by these presents does
grant, bargain, sell, convey, transfer, assign, remise, release, mortgage, set
over and confirm unto The Bank of New York Trust Company, as Trustee, and to its
successor or successors in the trust created by the Indenture, and to said
Trustee and its assigns forever, for the uses and purposes created by the
Indenture, all property, real, personal or mixed, including all rights,
privileges, easements, licenses and franchises, described in the Indenture and
thereby conveyed and mortgaged or intended so to be, including also all such
property acquired by the Company since the execution and delivery of the
Mortgage, which by the terms of the Indenture is subjected or intended to be
subjected to the lien thereof, and including also all such property as the
Company may hereafter acquire which by the terms of the Indenture is subjected
or intended to be subjected to the lien thereof, excepting from the foregoing,
however, all property included within the foregoing general description, whether
now owned or hereafter acquired, which by the provisions of the Indenture is
excepted or to be excepted from the conveyance and lien of the Indenture, or
which has heretofore been released from the lien of the Indenture or otherwise
disposed of by the Company free from the lien of the Indenture in accordance
with the provisions thereof:




INCLUDING
NEVERTHELESS in the property hereby conveyed and confirmed to the Trustee
(without limiting the generality of the foregoing general description of such
property and without prejudice to the conveyance and confirmance of all such
property by such general description) the following:




All
property, real, personal or mixed, together with all buildings or improvements
thereon and the appurtenances thereto, located in the State of Washington and
described below or conveyed to the Company by the deeds listed on the list of
properties and deeds below, to which deeds and the records thereof in the County
Auditor’s office of the respective counties in the State of Washington below
stated (in all cases where said deeds and/or records are below specified)
reference is hereby made for a more particular description of the property
hereby conveyed and confirmed to the Trustee and its respective successor or
successors and assigns as aforesaid, to wit:












List
of Real Estate in the State of Washington Acquired by


Puget
Sound Energy, Inc. to Date, and Not Heretofore Specifically


Described
in Any Prior Supplemental Indenture**


Puget
Sound Energy, Inc.









IN KITTITAS COUNTY,
WASHINGTON:




Section:
              31Township:
              20
      NorthRange:
              16
      East, W.M.Description:
              Parcel
      1
                
                Lot
      3 of GRM SHORT PLAT NO. 1, as described and/or delineated on Kittitas
      County Short Plat No. 91-02, recorded August 22, 1991, under
      Auditor's File No. 542182 and filed in Book D of Short Plats,
      pages 9, 10, and 11, records of Kittitas County, State of Washington;
      being a portion of Government Lot 1, NE1⁄4 NW1⁄4 and SE1⁄4 NW1⁄4 of
      Section 31, Township 20 North, Range 16 East, W.M., Kittitas
      County, State of Washington.
                TOGETHER
      WITH all water rights and irrigation ditches appurtenant thereto, if
      any,
                
                Subject
      to all matters, including, covenants, conditions, exceptions, easements
      and rights of way, apparent or of record.
                
                Parcel
      2
                
                A
      60-foot joint access easement as delineated on Kittitas County Short Plat
      No. 91-02, recorded August 22, 1991, under Auditor's File
      No. 542182 and filed in Book D of Short Plats, pages 9, 10
      and 11, records of Kittitas County, State of Washington; being a portion
      of Government Lot 1, NE1⁄4 NW1⁄4 and SE1⁄4 NW1⁄4 of Section 31,
      Township 20 North, Range 16 East, W.M., Kittitas County, State
      of Washington.Deed
      From:
              Del
      L. Holter and Nancy L. Holter, husband and wifeDeed
      Records
                Auditors
      File No.:
              200512300013Assessor's
      Tax
                Parcel
      ID#:
              20-16-31051-0003








** All
numbers in the row following the designation "Township," indicate townships
north of the Willamette Base Line, and the Letters "E" and "W" in the row
following the designation "Range," indicate east or west, as the case may be, of
the Willamette Meridian.







ARTICLE
ONE




MISCELLANEOUS




SECTION
1.01




This
Thirty-Fifth Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture, and shall form a part thereof, and the
Indenture, as hereby supplemented and modified, is hereby
confirmed.  Except to the extent inconsistent with the express terms
hereof, all the provisions, terms, covenants, and conditions of the Indenture
shall be applicable to the Bonds of the New Series to the same extent as if
specifically set forth herein.




SECTION
1.02




The Trustee has accepted the amendment of the Indenture effected by
this Thirty-Fifth Supplemental Indenture and agrees to execute the trust created
by the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect of any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (a) the validity or sufficiency of this Thirty-Fifth
Supplemental Indenture or any of the terms or provisions hereof, (b) the
proper authorization hereof by the Company by corporate action or otherwise, and
(c) the due execution hereof by the Company.




SECTION
1.03




The
Company covenants that it is lawfully seized and possessed of all the trust
estate at the date of the execution of the Thirty-Fifth Supplemental Indenture
except as in the Indenture otherwise stated or permitted; that on said date the
trust estate is free and clear from all liens and encumbrances other than
permitted encumbrances, except as in the Indenture otherwise stated or
permitted; that the Company will warrant and forever defend the trust estate and
the title thereto to the Trustee against the claims of all persons whomsoever
except as in the Indenture otherwise stated or permitted; that it will maintain
and preserve the lien of the Indenture, as a first mortgage lien, except as in
the Indenture otherwise stated or permitted so long as any of the Bonds issued
under the Indenture are outstanding; and ­that it has good right and lawful
authority to subject said property to the lien of the Indenture, as provided in
and by the Indenture.




SECTION
1.04




This
Thirty-Fifth Supplemental Indenture may be executed in several counterparts, and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts, or as many of them as the Company and the Trustee
shall preserve undestroyed, shall together constitute but one and the same
instrument.




SECTION
1.05




Although
this Thirty-Fifth Supplemental Indenture is dated for convenience and for the
purpose of reference as of April 27, 2007, the actual date or dates of
execution by the Company and by the Trustee are as indicated by their respective
acknowledgments hereto annexed.










[The
remainder of this page intentionally left blank]












IN
WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Thirty-Fifth
Supplemental Indenture to be signed in its corporate name and behalf by its
President or one of its Vice Presidents and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, all on April _26_, 2007, but as of
the day and year first above written.









PUGET
SOUND ENERGY, INC.











By         /s/ Donald E.
Gaines


Donald E. Gaines


Vice President Finance and
Treasurer









Attest:







/s/ James D.
Sant


James D. Sant


Assistant Treasurer


















STATE
      OF WASHINGTON
            ))  ss:COUNTY
      OF KING
            )




On this
__26th day
of April__________,
2007, before me, a Notary Public in and for the State of Washington, duly
commissioned and sworn, personally appeared Donald E. Gaines, to me known to be
the Vice President Finance and Treasurer of Puget Sound Energy, Inc., a
Washington corporation, the corporation named in and which executed the
foregoing instrument; and he acknowledged to me that he signed the same as the
free and voluntary act and deed of said corporation for the uses and purposes
therein mentioned, being authorized so to do.




WITNESS
my hand and official seal the day and year in this certificate above
written.




/s/ Corinne
Scowcroft_______________


Notary Name:  Corinne
Scowcroft


Notary
Public in and for the State of


Washington__,
residing at _Sammamish______.


My commission expires _12/30/2010_.















STATE
      OF WASHINGTON
            ))  ss:COUNTY
      OF KING
            )




On this
__26th day
of April__________,
2007, before me, a Notary Public in and for the State of Washington, duly
commissioned and sworn, personally appeared James D. Sant, to me known to be the
Assistant Treasurer of Puget Sound Energy, Inc., a Washington corporation, the
corporation named in and which executed the foregoing instrument; and he
acknowledged to me that he signed the same as the free and voluntary act and
deed of said corporation for the uses and purposes therein mentioned, being
authorized so to do.




WITNESS
my hand and official seal the day and year in this certificate above
written.




/s/ Corinne
Scowcroft_______________


Notary Name:  Corinne
Scowcroft


Notary Public in and for the State of


Washington__,
residing at _Sammamish______.


My commission expires _12/30/2010_.