Exhibit 10.109

AGREEMENT

This
Agreement (the Agreement) is made and entered into as of November 30, 2001
between Puget Sound Energy, Inc., a Washington corporation (the Company), and
Julia M. Ryan (Employee). The term Parties refers to the Company
and Employee.

A.    
          The Company wishes to employ Employee as its Vice President Energy Portfolio
          Management, and Employee wishes to accept such employment.

B.    
          The Company wishes to be reasonably assured that Employee will continue with the
          Company and desires to retain her services and to provide an incentive for
          Employee to devote her 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, effective December 1, 2001, as its Vice President Energy Portfolio Management
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 December 31, 2006 (the Term) unless
extended prior to such date by written agreement, subject to earlier termination as
provided in Section 10 (Termination Prior to the End of the Term). Employees rights
to compensation and benefits, which become vested hereunder, shall survive the expiration
of the Term and the termination of this Agreement.

3.        Duties

Employee shall faithfully and
diligently perform such duties and exercise such powers as are customarily expected of the
Vice President Energy Portfolio Management in business organizations which are similar to
the Company, which duties shall include leading the Power Supply Operations, the Gas
Supply Operations and Risk Management. In addition, Employees duties shall include
such additional powers and responsibilities commensurate with her position as may from
time to time be properly assigned to her by the Chief Executive Officer or the Board of
Directors of the Company (the Board).

4.        Extent of Services

Employee shall devote her 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 otherwise actively participate in the operation or
management of such businesses without the prior approval of the Chief Executive Officer.

5.        Salary

In consideration for the performance
of Employees obligations under this Agreement, the Company shall pay Employee an
annual base salary of $235,000, which salary shall remain in place through 2002 and
thereafter shall be subject to upward adjustment from time to time by the Compensation
Committee of the Board in accordance with its annual salary reviews, but shall not be
reduced during the Term. Employees salary shall be paid in monthly installments in
accordance with the Companys normal payroll practices.

6.        Incentive Compensation

6.1       Employee shall participate in the
Companys annual performance-based cash incentive bonus plan (the Incentive
Bonus Plan). With respect to 2002, Employee shall have a target bonus of at least
50% of base salary and a total potential bonus opportunity of at least 100% of base salary
if corporate and departmental goals are met at the outstanding level. The Company and
Employee hereby agree that during 2002 the terms of the Incentive Bonus Plan shall be
evaluated and compared to similar incentive compensation arrangements offered by other
employers in the industry. The Parties hereto further agree that they shall endeavor to
review and revise, if appropriate, the Incentive Bonus Plan in response to the results of
such evaluation so that the plan continues to provide comparable and competitive incentive
compensation to relevant Company employees beginning in 2003.

6.2       During the Term, beginning with
the 2002 award cycle, Employee shall receive (i) an annual grant under the Companys
Long Term Incentive Plan (the LTIP) of Performance Awards and Dividend
Equivalent Rights (as such terms are defined in the LTIP) and (ii) additional equity
grants under the LTIP, or any successor plan, in the same manner and to the same extent as
additional grants are made by the Company to peer executives. The annual grants to
Employee under the LTIP shall be governed by the terms of this Section 6.2.

(a)       
          Subject to the terms of Section 6.2(d) below and the Change in Control Agreement
          between the Company and Employee, each annual Performance Award and the
          corresponding Dividend Equivalent Rights will, upon vesting, entitle Employee to
          receive a number of shares of common stock of the Company (Shares)
          and a cash amount equal to the dividends that such Shares would have earned had
          Employee owned the Shares from January 1 in the year of the annual award through
          the date of vesting.

(b)       
          Each annual Performance Award will be made by the Compensation Committee of the
          Board during the first calendar quarter of each year and shall be calculated
          based on the following formula:

|                                  
|----------------------------------
|T = (B x 0.95) / (A / 0.70), where

|  |   |                                                                                                        
|- | - | -------------------------------------------------------------------------------------------------------
|T | = | Target Number of Shares (the "Target");                                                                
|B | = | Employee's Base Salary; and                                                                            
|A | = | Average Per Share Price during the Fourth Calendar Quarter of the Year Preceding
the Year of the Award.

(c)       
          Each annual Performance Award will vest over four calendar years commencing on
          January 1 of the year of grant. Upon completion of each four year vesting period
          (each, a Vesting Date), Employee shall become entitled to receive a
          number of Shares, equal to from 0% to 175% of the Target, based on the
          Companys total shareholder return (TSR) during the four year
          vesting period (which TSR shall be reasonably determined by the Compensation
          Committee of the Board) as compared to the comparator companies included in the
          Edison Electric Institute Gas and Electric Combination Utility Index (the
          Index) designated by the Compensation Committee at the time of each
          grant, as follows:

|                                |  |                   
|------------------------------- |  | ------------------
|Percentile Rank of TSR          |  |                   
|in the Comparator Company Group |  | % of Target Earned

| |              | 
| | ------------ | 
| | 35th or less | 
| | 45th         | 
| | 50th         | 
| | 55th         | 
| | 65th         | 
| | 75th         | 
| | 85th or more | 

Results falling between the
percentiles shown above will be interpolated. In addition to the Shares, in settlement of
Employees Dividend Equivalent Rights, on each Vesting Date Employee shall become
entitled to receive a lump sum cash amount equal to the result of the following formula:

|                
|----------------
|C = S x D, where

|  |   |                                                                                         
|- | - | ----------------------------------------------------------------------------------------
|C | = | the lump sum cash amount to be paid to Employee;                                        
|S | = | the actual number of Shares awarded to the Employee on the Vesting Date; and            
|D | = | the aggregate dividends per Share paid by the Company over the four year vesting period.

(d)       
          In addition to the annual grants of Performance Awards and Dividend Equivalent
          Rights described above, Employee is hereby granted Performance Awards and
          Dividend Equivalent Rights at the following Target levels with respect to the
          following ongoing award cycles:

| |             |  |       
| | ----------- |  | ------
| | Award Cycle |  | Target
| | 1999-2002   |  | 3095  
| | 2000-2003   |  | 8185  
| | 2001-2004   |  | 9135  

On each Vesting Date for these award
cycles, the number of Shares and the lump sum cash payment to which Employee is entitled,
if any, shall be determined in the same manner as described in subsections (a) through (c)
above without regard to the period during which Employee has been employed by the Company.

6.3       If Employee completes five years
of employment with the Company and subsequently leaves the Company at any time prior to
her retirement date for any reason other than a termination for cause (as defined in
Section 10.1 of this Agreement), for each award cycle with respect to which the Vesting
Date has not yet occurred as of the date of termination, Employee shall be entitled to
receive, within 30 days after the termination of her employment, a pro rata portion (based
on the portion of each award cycle elapsed prior to the date of termination, and the TSR
compared to the relevant comparator companies through the end of the calendar quarter
immediately preceding the date of termination of employment, for each relevant award
cycle, as described in Section 6.2 above) of each corresponding Performance Award and a
prorata portion of the associated Dividend Equivalent Rights (whether or not fully
vested). As provided in the LTIP, the same prorata payment of each LTIP award cycle shall
be applicable upon Employees retirement.

6.4       If the Company hereafter adopts
new annual incentive bonus plans or programs, or new equity-based incentive compensation
plans or programs in substitution for the LTIP awards, Employee shall be granted annual
incentives and equity-based incentives under such plans or programs with a value no less
than the annual bonus incentives and LTIP awards provided for in this Agreement.

7.        Benefits

Employee shall be entitled to
participate in the Companys benefit plans for salaried employees and for executives,
including without limitation the Supplemental Disability Plan for Executive Employees, the
Supplemental Death Benefit Plan for Executive Employees, the Companys medical,
disability and life insurance programs, the Companys 401(k) plan and qualified
retirement plans, matching Company contributions with respect to plans, the Companys
Deferred Compensation Plan and the like, 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 these
insurance and benefit programs at any time, in its sole discretion.

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. The
benefit shall accrue at the rate of three Years of Service under the SERP for each year of
employment with the Company commencing December 1, 2001, so that Employee shall have
accrued 15 Years of Service for purposes of the SERP on November 30, 2006. If Employee
completes five year of employment after December 1, 2001, she shall be entitled to a
monthly benefit upon retirement at age 62 equal to one-twelfth of 50% of (a) the annual
average of her highest 36 consecutive months of salary paid or payable, plus (b) the
average of her highest three annual bonuses paid or payable (collectively,
Earnings). As provided in the SERP, 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 pension 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 qualified retirement pension plan as of the retirement date for
the life of Employee). Employee may elect to take early retirement after attaining age 55,
whether or not she is then employed by the Company, in which case the monthly benefit will
be reduced, as provided in the SERP, 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 December 1, 2001.
For example, if Employees employment terminates on November 30, 2004, the benefit
payable at age 62 would be 30% of Earnings (60% times 50% equals 30%). If employment
terminates on November 30, 2002, the benefit payable at age 62 would be 10% of Earnings
(20% times 50% equals 10%). If Employees employment terminates prior to the
completion of three years of service, her Earnings will be determined based upon the
period of time actually served. Employees supplemental retirement benefits will
become 100% vested, and Employee shall be credited with 15 Years of Service under the
SERP, upon the occurrence of a Change of Control (as defined in the separate change of
control agreement entered into between Employee and the Company), without regard to
Employees number of years of employment. 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. 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.

9.        Expenses

The Company shall reimburse Employee
for reasonable expenses incurred by Employee in 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
Employee 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 her 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 her 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 she has acted or failed to act with an absence of good faith
and without a reasonable belief that her 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 her current base salary through the date of termination, and
Employee shall remain entitled to any SERP benefit which has become vested pursuant to
this Agreement.

10.2       The Company may, at its option
and at any time, terminate Employee prior to the end of the Term, without cause. In the
event that the Company exercises this right, or in the event that the Company does not
offer to extend the Term as provided in Section 2 above for at least an additional two
year period, 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 total shareholder return
performance of the Company relative to the comparator companies during that period) of all
outstanding LTIP awards, including accrued dividends, (whether or not then fully vested),
and (d) continuation of her base salary 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 employment (i.e., six Years of Service) for purposes of determining the
supplemental retirement benefit payable pursuant to Section 8 of this Agreement.

10.3       If during the Term of this
Agreement Employee terminates her employment with Good Reason, Employee shall be entitled
to the same payments and benefits provided for in Section 10.2 in the event of a
termination without cause. For purposes of this Agreement, Good Reason shall
mean

|(i) | the assignment to Employee of any duties materially inconsistent with
          Employees position (including status, offices, titles and reporting
          requirements), authority, duties or responsibility as contemplated by
          Sections 1 and 3 or any other action by the Company which results in a
          substantial diminution in such position, authority, duties or responsibilities,
          excluding for this purpose an isolated, insubstantial and inadvertent action not
          taken in bad faith and which is remedied by the Company promptly after receipt
          of notice thereof given by Employee;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | any failure by the Company to comply with the provisions of this Agreement,
          other than an isolated, insubstantial and inadvertent failure not taken in bad
          faith and which is remedied by the Company promptly after receipt of notice
          thereof given by Employee; or
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | the Companys requiring Employee to be based at any location other than
          its corporate headquarters within the Seattle/Bellevue metropolitan area.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

10.4       The Term shall terminate in the
event Employee dies, or is unable to perform her duties as a result of
Disability. In the event of a termination under this subsection, Employee or
her 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. Employee or her estate shall also be entitled to the benefits
provided for in the event of death or Disability under Company disability insurance plans,
life insurance and other benefit plans for executives, including death or disability
benefits 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.        Indemnification

11.1       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.

11.2       In addition to the general
indemnification described in Section 11.1 above, the Company agrees to defend and
indemnify Employee with respect to any and all liabilities, obligations, claims or
expenses which arise from any claim against her by a third party in connection with any
dispute regarding and/or the settlement of the performance bonus calculations described at
Appendix B of the Retainer Service Agreement between the Company and Merchant Energy Group
of the Americas, Inc. dated September 26, 2000.

12.        Disputes

Any dispute between the Parties
hereto with respect to any of the matters set forth herein which the Parties cannot
resolve by negotiation 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 this 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.

13.        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:

Julia M. Ryan
C/o Puget Sound Energy, Inc.
P.O. Box 90734
Bellevue, WA 98009-9734

If to Company, to:

Puget Sound Energy, Inc.
P.O. Box 97034
Bellevue, W A 98009-9734
Attention: Vice President Human Resources
Facsimile: (425) 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.

14.        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.

15.        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.

16.        Entire Agreement

This Agreement, the Change of Control
Agreement between the Parties and the offer letter from the Company to Employee dated
November 13, 2001 contain the entire understanding of the Parties with regard to 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.

17.        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.

18.        Validity

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

19.        Counterparts

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

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

PUGET SOUND ENERGY, INC.

ByTitle:  ______________________

| |                                                     
| | ----------------------------------------------------
| | EMPLOYEE:______________________________JULIA M. RYAN