Exhibit
10.44


PUGET
ENERGY, INC.


PUGET
SOUND ENERGY, INC.





THIRD
AMENDMENT TO AGREEMENT





THIRD
AMENDMENT TO AGREEMENT (this “Amendment”), effective as of February 28, 2008,
amends the agreement (the “Agreement”), dated as of January 1, 2002 and amended
as of May 12, 2005 and February 9, 2006, between Puget Sound Energy, Inc.
(“PSE”) and Puget Energy, Inc. (“Puget Energy”), both Washington corporations
(PSE and Puget Energy, collectively, the “Company”), and Stephen P. Reynolds
(“Executive”).




WHEREAS,
previously the Company and Executive entered into the First Amendment to
Agreement, effective as of May 12, 2005 (the “First Amendment”), which provided
certain special retention arrangements, including accelerated vesting of certain
awards, for the Executive with certain conditions contingent on the date of the
2008 Annual Shareholders Meeting; and




WHEREAS,
because of the pending merger of Puget Energy pursuant to that certain Agreement
and Plan of Merger, dated October 25, 2007 (the “Merger”), Puget Energy does not
intend to hold the 2008 Annual Shareholders Meeting if the Merger is completed
as expected in the fourth quarter of 2008; and





WHEREAS,
in light of these changed circumstances, the Compensation and Leadership
Development Committees of the Company (the “Committees”) desire to clarify their
original intent that all such awards vest and/or forfeiture restrictions lapse
as of a fixed date that is on or about the date on which the 2008 Annual
Shareholders Meeting would have been held but for the changed circumstances due
to the Merger; and





WHEREAS,
the Committees have approved a fixed date of May 6, 2008 for such vesting and/or
lapse of forfeiture restrictions on such awards;




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





1.
            AMENDMENTS.
      All references in the First Amendment to “the 2008 Annual Shareholders
      Meeting” are hereby amended and replaced with “May 6,
    2008.”





2.
            EFFECTIVENESS.
      Except as expressly modified by this Amendment, all provisions of the
      Agreement, as amended, the Stock Options, the Restricted Stock Award and
      the Restricted Stock Unit Award shall continue in full force and effect.
      This Amendment shall be effective as of the date first set forth
      above.





3.
            CONFLICTS.
      In the event of any conflict between the terms of this Amendment and the
      provisions of the Agreement, as amended, the Stock Options, the Restricted
      Stock Award, the Restricted Stock Unit Award or any other plan, program,
      policy, contract, arrangement or agreement between Executive and the
      Company, the terms of this Amendment will be
  controlling.





4.
            COUNTERPARTS.
      This Amendment may be executed in counterparts, each of which shall be
      deemed to be an original.








IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first written above.




PUGET
SOUND ENERGY, INC.




By:/s/ Stephen E
Frank


Stephen
E. Frank


Title: Chair, Compensation and Leadership


Development Committee, Puget Sound Energy, Inc. Board of Directors









PUGET
ENERGY, INC.




By: /s/ Stephen E
Frank


Stephen
E. Frank


Title:
Chair, Compensation and Leadership


Development
Committee, Puget Energy, Inc. Board of Directors









EXECUTIVE




By: /s/ Stephen P
Reynolds


Stephen
P. Reynolds