Exhibit 10.91

# PUGET ENERGY, INC.

# RESTRICTED STOCK UNIT
AWARD AGREEMENT

TO:   Stephen P. Reynolds

We
are pleased to inform you that you have been granted an award (the Award) of
restricted stock units (the Restricted Stock Units) by Puget Energy, Inc., a
Washington corporation (the Company).

The
terms of the Award are as set forth in this Restricted Stock Unit Award Agreement (this
Agreement). The Award is granted outside the Companys Amended and
Restated 1995 Long-Term Incentive Compensation Plan (the Plan) but, except as
expressly provided otherwise herein, is limited by and subject to the express terms and
conditions of the Plan. Capitalized terms that are not defined in this Agreement but
defined in the Plan have the meanings given to them in the Plan.

The
basic terms of the Award are summarized as follows:

1.    
          Number of Units:   10,000

2.    
          Grant Date:   January 8, 2004

3.    
          Vesting

The
Restricted Stock Units are subject to forfeiture upon varying circumstances relating to
your termination of employment with the Company. The Restricted Stock Units will vest and
become payable according to the following schedule:

|Date on Which Portion of Award Vests and Becomes Payable |  | % of Award Vested and Payable
|-------------------------------------------------------- |  | -----------------------------
|One year from Grant Date                                 |  | 0%                           
|Two years from Grant Date                                |  | 0%                           
|Three years from Grant Date                              |  | 20%                          
|Four years from Grant Date                               |  | 50%                          
|Five years from Grant Date                               |  | 100%                         

|4. | Payment
of Vested Units
|-- | -----------------------

Within
a reasonable period after the Restricted Stock Units become vested and payable, for each
vested and payable Restricted Stock Unit, the Company will deliver to you a cash payment
equal to the Fair Market Value of one share of Common Stock on the date the Restricted
Stock Units become vested and payable.

|5. | Termination
of Employment; Change of Control
|-- | --------------------------------------------

| | 5.1 | Termination
of Employment
| | --- | -------------------------

Except
as provided in Section 5.2 below, the Restricted Stock Units subject to forfeiture shall
be forfeited by you to the Company upon the termination of your employment for any
reason, including without limitation, termination by the Company for Cause (as defined in
your Agreement with the Company and Puget Sound Energy, Inc. dated as of January 7, 2002
(the Agreement)), voluntary resignation by you or the occurrence of your
death or Disability (as defined in the Agreement).

| | 5.2 | Change
of Control
| | --- | -----------------

Upon
a Change of Control (as defined below) of the Company, the vesting of the Restricted
Stock Units will accelerate and the Restricted Stock Units become fully vested and
payable.

A
Change of Control shall mean the occurrence of any one of the following actions or
events:

| | (i) | 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  20% or more of either (A) the Companys
outstanding                common stock or (B) the Companys outstanding voting
securities;                provided, however, that the following acquisitions shall not
constitute a Change                of Control: (x) any acquisition of securities by
the Company, (y) any                acquisition of securities 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 (1), (2)
and (3) of subsection (iii) of this                Section 5.2 are satisfied;
or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | A
Board Change that shall have occurred if a majority of the seats
               on the Board are occupied by individuals who were neither (1) nominated
by                a majority of the Incumbent Directors nor (2) appointed by
directors so                nominated (Incumbent Director means a member of
the Board who has                been either (x) nominated by a majority of the
directors of the Company                then in office or (y) 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
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | Approval
by the shareholders of the Company of a Business Combination (which                means
(A) a reorganization, exchange of securities, merger, consolidation or
               other business combination involving the Company or (B) the sale or other
               disposition of all or substantially all the assets of the Company or Puget
Sound                Energy) unless after giving effect to such Business Combination and
any equity                financing completed or contemplated in connection with or as a
result of such                Business Combination, (1) more than 66-2/3% 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 common stock of the Company and
               outstanding voting securities of the Company immediately prior to such
Business                Combination in substantially the same proportion as their
ownership, immediately                prior to such Business Combination, of the
outstanding common stock of the                Company and outstanding voting securities,
as the case may be, (2) no                Person (excluding the Company and any
employee benefit plan (or related trust)                of the Company or its affiliates)
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                (3) at least a
majority of the members of the board of directors of the                Company resulting
from or effecting such Business Combination were Incumbent                Directors at
the time of the execution of the initial agreement or action of the                Board
providing for such Business Combination.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Dividend
Equivalent Rights
|-- | --------------------------

For
each Restricted Stock Unit you hold that has not been forfeited, cancelled or paid out as
of the record date of a dividend or distribution paid by the Company on the Common Stock,
(a) you shall be entitled to receive cash payments equal to any cash dividends or other
distributions paid with respect to a corresponding number of shares of Common Stock at
the same time as such dividends or other distributions are paid on the Common Stock and
(b) the Fair Market Value of dividends or other distributions paid in shares of Common
Stock shall be converted into Restricted Stock Units (the Dividend RSUs) and
such Dividend RSUs shall be subject to the same forfeiture restrictions and restrictions
on transferability as apply to the Restricted Stock Units to which they relate.

|7. | Transfer
Restrictions
|-- | ---------------------

Any
sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust,
gift, transfer by bequest, devise or descent, or other transfer or disposition of any
kind, whether voluntary or by operation of law, directly or indirectly, of the Restricted
Stock Units shall be strictly prohibited and void.

|8. | Independent
Tax Advice
|-- | ----------------------

You
acknowledge that determining the actual tax consequences to you of receiving the Award
and the cash payable in connection with the Restricted Stock Units may be complicated.
These tax consequences will depend, in part, on your specific situation and may also
depend on the resolution of currently uncertain tax law and other variables not within
the control of the Company. You are aware that you should consult a competent and
independent tax advisor for a full understanding of the specific tax consequences to you
of receiving the Award and the cash payable upon the payment of dividend equivalent
rights of the vesting of the Restricted Stock Units. Prior to executing this Agreement,
you either have consulted with a competent tax advisor independent of the Company to
obtain tax advice concerning the Award in light of your specific situation or have had
the opportunity to consult with such a tax advisor but have chosen not to do so.

|9. | Tax
Withholding
|-- | ---------------

You
agree to make arrangements satisfactory to the Company for the payment of any federal,
state, local or foreign withholding tax obligations that arise either upon receipt of the
Award or upon any distribution hereunder.

|10. | General
Provisions
|--- | ------------------

| | 10.1 | Notices
| | ---- | -------

Any
notice required in connection with this Agreement will be given in writing and will be
deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or
certified, postage prepaid and addressed to the party entitled to such notice at the
address indicated in this Agreement or at such other address as such party may designate
by ten days advance written notice under this Section 10.1 to all other
parties to this Agreement.

| | 10.2 | No
Waiver
| | ---- | ---------

No
waiver of any provision of this Agreement will be valid unless in writing and signed by
the person against whom such waiver is sought to be enforced, nor will failure to enforce
any right hereunder constitute a continuing waiver of the same or a waiver of any other
right hereunder.

| | 10.3 | Undertaking
| | ---- | -----------

You
hereby agree to take whatever additional action and execute whatever additional documents
the Company may deem necessary or advisable in order to carry out or effect one or more
of the obligations or restrictions imposed on either you or the Award pursuant to the
express provisions of this Agreement.

| | 10.4 | Entire
Contract
| | ---- | ---------------

This
Agreement, the Plan and the Agreement constitute the entire contract between the parties
hereto with regard to the subject matter hereof. This Agreement is made pursuant to the
provisions of the Plan and will in all respects be construed in conformity with the
express terms and provisions of the Plan.

| | 10.5 | No
Rights as Shareholder
| | ---- | ------------------------

You
shall not have voting or any other rights as a shareholder of the Company with respect to
the Restricted Stock Units.

| | 10.6 | Successors
and Assigns
| | ---- | ----------------------

The
provisions of this Agreement will inure to the benefit of, and be binding on, the Company
and its successors and assigns and you and your legal representatives, heirs, legatees,
distributees, assigns and transferees by operation of law, whether or not any such person
will have become a party to this Agreement and agreed in writing to join herein and be
bound by the terms and conditions hereof.

| | 10.7 | Counterparts
| | ---- | ------------

This
Agreement may be executed in two or more counterparts, each of which will be deemed an
original, but which, upon execution, will constitute one and the same instrument.

| | 10.8 | Governing
Law
| | ---- | -------------

This
Agreement will be governed by and construed in accordance with the laws of the State of
Washington.

IN
WITNESS WHEREOF, the parties have executed this Agreement dated January 8, 2004.

| | PUGET ENERGY, INC.     
| | -----------------------
| | By:                    
| |                        
| | Title:                 
| |                        
| | STEPHEN P. REYNOLDS    
| |                        
| | /s/ Stephen P. Reynolds
| | Printed Name: