Exhibit 10.90

# PUGET ENERGY, INC.

# RESTRICTED STOCK AWARD
AGREEMENT

TO:   Stephen P. Reynolds

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

The
terms of the Restricted Stock Award are as set forth in this Restricted Stock Award
Agreement (this Agreement). The Restricted Stock Award is granted under the
Companys Amended and Restated 1995 Long-Term Incentive Compensation Plan (the
Plan) and, 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 Restricted Stock Award are summarized as follows:

1.    
          Number of Shares:40,000

2.    
          Grant Date:January 8, 2004

3.     Fair
Market Value Per Share:$_______

4.    
          Vesting

The
Restricted Stock Award is subject to forfeiture upon varying circumstances relating to
your termination of employment with the Company. The restrictions on the shares will lapse
and no longer be subject to forfeiture according to the following schedule:

|Date on Which Portion of Restricted Stock Award Is
No Longer Subject to Forfeiture |  | % of Restricted Stock Award No
Longer Subject to Forfeiture
|---------------------------------------------------------------------------------- |  | -----------------------------------------------------------
|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%                                                       

Shares
that have vested and are no longer subject to forfeiture according to the above schedule
are referred to herein as Vested Shares. Shares that are not vested and remain
subject to forfeiture under the preceding schedule are referred to herein as
Unvested Shares. The Unvested Shares will vest (and to the extent so vested
cease to be Unvested Shares remaining subject to forfeiture) in accordance with the above
schedule. Collectively, the Unvested Shares and the Vested Shares are referred to herein
as the Shares.

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

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

Except
as provided in Section 5.2 below, the portion of the Restricted Stock Award 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 your Restricted
Stock Award will accelerate and become fully vested.

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. | Securities
Law Compliance
|-- | -------------------------

Notwithstanding
any other provision of this Agreement, you may not sell the Shares unless they are
registered under the Securities Act or, if such Shares are not then so registered, the
Company has determined that such sale would be exempt from the registration requirements
of the Securities Act. The sale of the Shares must also comply with other applicable laws
and regulations governing the Shares, and you may not sell the Shares if the Company
determines that such sale would not be in material compliance with such laws and
regulations.

|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 Unvested
Shares shall be strictly prohibited and void; however, such restrictions on transfer will
not apply to a gratuitous transfer of the Shares; provided, that you obtain the Companys
prior written consent to such transfer.

|8. | Section 83(b)
Election for Restricted Stock Award
|-- | -------------------------------------------------

You
understand that under Section 83(a) of the Code, the excess of the fair market value
of the Unvested Shares on the date the forfeiture restrictions lapse over the amount paid
for such Shares on the Grant Date will be taxed, on the date such forfeiture restrictions
lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as
applicable. For this purpose, the term forfeiture restrictions means the
right of the Company to receive back any Unvested Shares upon termination of your
employment with the Company. You understand that you may elect under Section 83(b)
of the Code to be taxed at ordinary income rates on the fair market value of the Unvested
Shares at the time they are acquired, rather than when and as the Unvested Shares cease
to be subject to the forfeiture restrictions. Such election (an 83(b) Election)
must be filed with the Internal Revenue Service within 30 days from the Grant
Date of the Restricted Stock Award. You understand that (a) you will not be entitled to a
deduction for any ordinary income previously recognized as a result of the 83(b) Election
if the Unvested Shares are subsequently forfeited to the Company and (b) the 83(b)
Election may cause you to recognize more compensation income than you would have
otherwise recognized if the value of the Unvested Shares subsequently declines.

THE
FORM FOR MAKING AN 83(b) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU
UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN
THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE RESTRICTIONS LAPSE.

You
further understand that an additional copy of such election form should be filed with
your federal income tax return for the calendar year in which the date of this Agreement
falls. You acknowledge that the foregoing is only a summary of the federal income tax
laws that apply to the award of the Shares under this Agreement and does not purport to
be complete.

YOU
FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING
THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR
FOREIGN COUNTRY IN WHICH YOU MAY RESIDE, AND THE TAX CONSEQUENCES OF YOUR DEATH.

You
agree to execute and deliver to the Company with this Agreement a copy of the
Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Acknowledgment)
attached hereto as Exhibit A. You further agree that you will execute and deliver to
the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B
if you choose to make such an election.

|9. | Assignment
Separate From Certificate
|-- | ------------------------------------

As
security for the faithful performance of this Agreement, you agree, upon execution of
this Agreement, to deliver a stock power in the form attached as Exhibit C, executed
by you (with the transferee, certificate number, date and number of Shares left blank),
along with any certificate(s) evidencing shares issued to you, to the Secretary of the
Company or its designee (Escrow Holder), who is hereby appointed to hold such
stock power and any such certificate(s) in escrow and to take all such actions and to
effectuate all such transfers and/or releases of such Shares as are in accordance with
the terms of this Agreement. You and the Company agree that Escrow Holder shall not be
liable to any party to this Agreement (or to any other party) for any actions or
omissions unless Escrow Holder is grossly negligent relative thereto. Escrow Holder may
rely on any letter, notice or other document executed by any signature purported to be
genuine and may rely on advice of counsel and obey any order of any court with respect to
the transactions contemplated in this Agreement. The Shares may be released from escrow
as they cease to be Unvested Shares.

|10. | Legends
|--- | -------

You
understand and agree that the Unvested Shares are subject to forfeiture and that the
certificate(s) representing the Unvested Shares will bear a legend in substantially the
following form:

| | The
securities represented by this certificate are subject to certain restrictions on
transfer and forfeiture restrictions and may not be sold, assigned, transferred,
encumbered or in any way disposed of except as set forth in a restricted stock award
agreement between the issuer and the original recipient of these shares, a copy of which
may be obtained at the principal office of the issuer. Such transfer restrictions and
forfeiture restrictions are binding on transferees of these shares.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11. | Stop-Transfer
Notices
|--- | ---------------------

You
understand and agree that, in order to ensure compliance with the restrictions referred
to in this Agreement, the Company may issue appropriate stop-transferinstructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it
may make appropriate notations to the same effect in its own records. The Company will
not be required to (a) transfer on its books any Shares that have been sold or
transferred in violation of the provisions of this Agreement or (b) treat as the
owner of the Shares, or otherwise accord voting, dividend or liquidation rights to, any
transferee to whom the Shares have been transferred in contravention of this Agreement.

|12. | Independent
Tax Advice
|--- | ----------------------

You
acknowledge that determining the actual tax consequences to you of receiving or disposing
of the Shares 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 or disposing of the Shares. Prior to executing this
Agreement, you either have consulted with a competent tax advisor independent of the
Company to obtain tax advice concerning the Shares 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.

|13. | Withholding
and Disposition of Shares
|--- | -------------------------------------

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
Shares or as the forfeiture restrictions on any Shares lapse. In accordance with the
Plan, you may use Vested Shares as a means to pay any applicable tax withholding
obligations due hereunder.

|14. | General
Provisions
|--- | ------------------

| | 14.1 | Notices
| | ---- | -------

Any
notice required in connection with (a) the Companys forfeiture rights or (b) the
disposition of any Shares covered thereby 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 14.1 to all other
parties to this Agreement.

| | 14.2 | 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.

| | 14.3 | 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 Shares pursuant to the
express provisions of this Agreement.

| | 14.4 | 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.

| | 14.5 | 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.

| | 14.6 | Shareholder
of Record
| | ---- | ---------------------

You
will be recorded as a shareholder of the Company and will have, subject to the provisions
of this Agreement and the Plan, all the rights of a shareholder with respect to the
Shares.

| | 14.7 | 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.

| | 14.8 | 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: