EXHIBIT 10.103

# AGREEMENT

This Agreement (the
Agreement) is made and entered into as of July 1, 2001 between Puget
Sound Energy, Inc. (PSE) and Puget Energy, Inc. (Puget
Energy), both Washington corporations (PSE and Puget Energy collectively,
the Company), and Stephen A. McKeon (the Employee). The
term Parties refers to the Company and the Employee.

1. PSE and Employee are currently
parties to an employment agreement under which Employee serves as Vice President
and General Counsel of the Company.
2. In view of the  uncertainties
created for Employee by the  unprecedented  challenges in the energy business in
the western United States,  the Company wishes to provide incentives to Employee
to  encourage  him to  continue  with the  Company and to continue to devote his
abilities  and  industry  to  the  success  of  the   Companys   business.
3. The Parties wish to enter into
this  Agreement  to amend and restate  the terms and  conditions  applicable  to
Employee's employment and to supersede the existing agreement.

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 shall employ
Employee during the Employment Period as its Vice President and General Counsel.
The Parties agree that this is a senior officer position and that, if the
Company makes a differentiation in titles among levels of vice presidents,
Employee will have a senior officer title (e.g., senior vice president or the
like).

2. Employment
Period
The term of Employees
employment under this Agreement (the Employment Period) shall
commence on April 1, 2001 and end upon Employees termination. The
employment of Employee shall not be terminated by the Company other than in
accordance with Sections 11.1 or 11.2 of this Agreement.

3. Duties
Employee shall continue to
perform the duties and exercise the powers which he currently does as the Vice
President and General Counsel of the Company, as well as any additional duties
and powers which the Board of Directors of the Company may properly assign to
him, including if the Board promotes him to a more senior position. Employee
shall attend and participate in meetings of the Board of Directors of the
Company, except for any special executive session portions of such meetings.

4. Extent of
Services
Employee shall devote
substantially all his business time, attention and effort to the business and
affairs of the Company and its affiliates. Employee may participate in other
businesses as an outside director or investor, provided that Employee shall not
actively participate in the operation or management of such businesses.

5. Salary
The Company shall pay
Employee in accordance with its normal payroll practices in monthly increments
an annual salary (Base Salary) at an initial rate of $356,000.
During the Employment Period, the Base Salary shall be reviewed at least
annually by the Compensation Committee of the Board of Directors
(Compensation Committee) and shall be increased in an amount at
least equal to the lower of four percent annually or the average annual
percentage increase applicable to other officers of the Company as determined by
the Compensation Committee. No Base Salary shall be reduced. In addition,
Employee will be guaranteed a $50,000 minimum annual cash payment, which
Employee may elect to receive in monthly installments, as part of each award
under the Companys Long Term Incentive Compensation Plan
(LTIP). The Base Salary and this $50,000 payment together shall
constitute Total Salary.

6. Annual
Incentive Bonus and Equity Awards
The Employee shall
participate in the Companys annual incentive bonus program with a target
bonus of at least 45% of Base Salary and a maximum potential bonus of at least
90% of Base Salary. The bonus payments will be tied to the Companys annual
earnings per share goals established by the Compensation Committee for
participants in the Companys annual incentive goals program, as modified
for executive officers by the Companys performance on the Service Quality
Indices established by the Washington Utilities and Transportation Commission.
Employee will be granted annual LTIP share awards valued at not less than 95% of
Base Salary. If the Company 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 awards of comparable value under such
plans or programs.

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. Employee shall be entitled to paid time off in
accordance with Company policies for officers.

8. Incentives
for Continued Employment
8.1 One Year of
Continued Employment. If Employee completes one year of continued employment
from April 1, 2001 and his employment then terminates (whether by the Company or
by Employee) for any reason except termination by the Company without Cause or
by Employee with Good Reason, Employee shall receive the following incentives:

1. Long Term Incentive Plan (LTIP).  All  outstanding  but otherwise  unvested LTIP
awards  held by  Employee  shall vest pro rata  (based upon the number of months
elapsed for each LTIP award  before  termination  of  employment  divided by the
number of months in each award  cycle)  and shall be paid at the  target  level.
2. Supplemental  Executive
Retirement  Plan (SERP).  Eighteen  months shall be added to Employee's  age for
purposes of calculating the early retirement discount under the SERP.
3. Severance  Payment.  Employee
shall  receive a  severance  payment  equal to one times his Total  Salary  plus
one-half times his Target Bonus.

8.2 Two Years of
Continued Employment. If Employee completes two years of continued
employment from April 1, 2001 and his employment then terminates (whether by the
Company or by Employee) for any reason except termination by the Company without
Cause or by Employee with Good Reason, Employee shall receive the following
incentives in addition to those in Section 8.1:

1. Long Term Incentive Plan (LTIP).
One year of extra vesting shall be added to each pro rated award.
2. Supplemental   Executive
Retirement  Plan  (SERP).  A  second  additional  18  months  shall  be added to
Employee's age for purposes of calculating the early  retirement  discount under
the SERP.
3. Severance  Payment.  In lieu of the  severance  payment  under  Section  8.1(c),
Employee  shall receive a severance  payment equal to one and one-half times his
Total Salary and one times his Target Bonus.

8.3 Three Years of
Continued Employment. If Employee completes three years of continued
employment from April 1, 2001 and his employment then terminates (whether by the
Company or by Employee) for any reason except termination by the Company without
Cause or by Employee with Good Reason, Employee shall receive the following
incentives in addition to those in Section 8.1 and 8.2:

1. Long Term Incentive Plan (LTIP).
A  second   year  of   extra   vesting   shall  be  added  to  each  pro   rated
award.
2. Supplemental   Executive
Retirement Plan (SERP). A third additional 18 months
shall  be  added  to  Employee's  age for  purposes  of  calculating  the  early
retirement discount under the SERP.
3. Severance Payment. In lieu of
the  severance  payment  under  Section 8.1 and 8.2,  Employee  shall  receive a
severance payment equal to two times his Total Salary and one and one-half times
his target bonus.

8.4 LTIP Payments.All LTIP award payments shall include cash payments equal to the dividend
equivalents associated with the number of shares paid, accrued for the time
periods elapsed in each award cycle plus the applicable extra vesting periods
under Sections 8.2 and 8.3. If the Company adopts new equity-based incentive
compensation plans or programs in substitution for annual LTIP awards, the
vesting and payment provisions of this Section 8 shall apply to such plans or
programs.

8.5 Time of Payment.
All severance and LTIP award payments due to Employee under this Section 8 shall
be paid upon termination of Employees employment, unless Employee has
elected to defer such payments under the Companys Deferred Compensation
Plan.

9.  Pro
Ration of Incentives
The incentives accruing to
Employee under Section 8 shall all accrue on a monthly basis rather than
requiring completion of each full year of continued employment in order for
Employee to receive any incentive credit for that year.

10. SERP
As of the date of this
Agreement, Employee shall be deemed to have 14 Participant Years of Service and
14 Years of Service for all purposes under the Companys SERP. For purposes
of the SERP, Employees Highest Average Earnings shall mean the annual
average of (a) his highest 36 consecutive months of Base Salary, (b) his highest
three annual bonuses, and (c) the first $50,000 in value of the highest three
LTIP award payments made to Employee. Employee shall be entitled to elect to
take early commencement of SERP retirement benefits at a date specified by
Employee prior to age 62 and to choose, upon not less than 120 days
notice, any alternate form of benefit payment permitted by the SERP, without the
requirement that the Compensation Committee approve early commencement of
benefits or the form of payment. If the SERP is amended or eliminated, Employee
shall receive the benefits of the currently effective SERP as augmented by this
Agreement or the benefits of the amended or successor plan, also as augmented by
this Agreement, whichever is more beneficial to Employee.

11. Termination
11.1 Termination for
Cause. The Company, acting through its Board of Directors, may terminate
Employees employment for Cause. For the purposes of this Agreement,
Cause shall mean a finding by the Board of Directors that the
Employee willfully engaged in illegal or grossly wrongful misconduct that
results in financial detriment materially and demonstrably injurious to the
Company. No act on Employees part shall be considered willful
unless he has acted with an absence of good faith and without a reasonable
belief that his action was in or not opposed to the interest of the Company.
Employee shall have the opportunity to appear before the Board within 60 days,
with legal representation if he so chooses, to present arguments and evidence on
his own behalf. If the Board generally fails to comply with the provisions of
this section, any termination of employment by the Company shall be deemed a
termination without Cause for all purposes of this Agreement. If the Board of
Directors of the Company terminates Employees employment for
Cause, the Company shall be obligated to pay to Employee any amounts
due Employee under Sections 5 and 7 of this Agreement through the date of such
termination.

11.2 Termination without
Cause. The Company may, at its option and at any time, terminate this
Employees employment without Cause. In case of such termination during the
first three years following the date of this Agreement, Employee shall be
entitled to the same payments and benefits provided for in Section 12 of this
Agreement in the event of a Change of Control. Thereafter, a termination without
Cause shall be treated the same as a retirement for purposes of this Agreement.

11.3 Death or
Disability. In the event of Employees death or Disability, Employee or
his estate shall be paid his Total Salary earned through the date of such
termination, his annual incentive bonus at the target level pro-rated through
the date of termination, the LTIP awards, SERP benefits and severance benefits
provided for in Sections 8 and 10 of this Agreement (except that Employee shall
be deemed to have completed 15 Years of Service for all purposes of the SERP),
and all other benefits and payments provided for under this Agreement (other
than benefits pursuant to Section 12.3 of this Agreement). The Employee or his
estate shall also be entitled to any benefits provided for in the event of death
or Disability under Company disability insurance plans, life insurance and other
benefit plans for executives. Disability means a physical or mental
condition which renders Employee unable or incompetent to carry out his material
job responsibilities or the material duties to which Employee was assigned at
the time the disability was incurred, which has lasted for at least three months
and which in the opinion of a physician mutually agreed upon by the Company and
Employee (provided that neither party shall unreasonably withhold agreement) is
expected to last for an indefinite duration or a duration in excess of six
months.

11.4 Termination with
Good Reason. If anytime during the first three years following the date of
this Agreement Employee terminates his employment with Good Reason, Employee
shall be entitled to the same payments and benefits provided for in Section 12
of this Agreement in the event of a Change of Control. Thereafter, a termination
with Good Reason shall be treated the same as a retirement for purposes of this
agreement. For purposes of this Agreement, Good Reason shall mean

1. the assignment to Employee of any duties inconsistent with the 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 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;
2. 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;
3. the Companys requiring Employee to be based at any location other than its
corporate headquarters or relocating the corporate headquarters more than 25
miles from Bellevue, Washington; or
4. any failure by the Company to assign this Agreement to a successor to the
Company or the failure of a successor to explicitly assume and agree to be bound
by this Agreement.

12. Change in
Control
12.1 Change in
Control. The Board of Directors, in the exercise of its responsibility to
serve the best interests of the shareholders of the Company, may at any time
consider a merger or acquisition proposal that could result in a Change of
Control of Puget Energy. In order to avoid any adverse affect on Employees
performance under this Agreement that might be caused by uncertainties
concerning his tenure and treatment by the Company in the event of such a Change
in Control, the Company has agreed to provide certain benefits to Employee in
the event of a Change of Control of Puget Energy in accordance with the
provisions of this Section. For purposes of this Agreement, a Change in Control
shall mean the occurrence of any one of the following actions or events:

1. 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 (i) 20%
or  more of  either  (A) the  outstanding  Puget  Energy  common  stock  or
(B) the outstanding Puget Energy voting securities; provided, however, that
the  following   acquisitions   shall  not   constitute  a  Change  of  Control:
(x) any acquisition of securities by Puget Energy, (y) any acquisition
of  securities  by any  employee  benefit plan (or related  trust)  sponsored or
maintained by Puget Energy or any  corporation  controlled  by Puget Energy,  or
(z) any  acquisition by any corporation pursuant to a business combination,
if,   following  such  business   combination,   the  conditions   described  in
clauses (i),    (ii)   and   (iii)   of    subsection (c)    of   this
Section 11.1 are satisfied; or
2. A  Board  Change
which, for purposes of this Agreement,  shall have occurred if a majority of the
seats  on  the   Board   are   occupied   by   individuals   who  were   neither
(i) nominated    by   a   majority   of   the   Incumbent   Directors   nor
(ii) appointed  by directors so nominated  (Incumbent  Director
means a member of the Board who has been either (i) nominated by a majority
of the  directors  of Puget  Energy  then in  office or  (ii) 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
3. Approval by the shareholders of
Puget  Energy of a  Business  Combination  (which  means  (A) a  reorganization,
exchange of securities,  merger,  consolidation  or other  business  combination
involving  Puget  Energy  or  (B)  the  sale  or  other  disposition  of  all or
substantially  all the assets of Puget Energy or PSE) 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,  (i) 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  Puget Energy  common  stock and  outstanding  Puget  Energy  voting
securities  immediately prior to such Business  Combination in substantially the
same  proportion  as  their  ownership,   immediately  prior  to  such  Business
Combination,  of the outstanding Puget Energy common stock and outstanding Puget
Energy voting  securities,  as the case may be, (ii) no Person  (excluding Puget
Energy and any employee  benefit plan (or related  trust) of Puget Energy 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 (iii) at least a majority of
the  members of the board of  directors  of the  corporation  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.

12.2 Termination. In
the event that a Change in Control occurs during the term of this Agreement, and
Employees employment is terminated for any reason prior to the expiration
of three years following the date of the Change of Control, whether by the
Company or its successor or by Employee, Employee shall be entitled to receive
the benefits described in Subsection 12.3; provided however, that if a Change of
Control occurs during the first three years following the date of this Agreement
the benefits described in Section 12.3 shall be in lieu of any benefits due
Employee under Section 8 and if a change of Control occurs after the expiration
of such three year period, then Employee shall be entitled to receive the higher
of the benefits described in Section 8 or the benefits described in Section
12.3.

12.3  Benefits. In the
event of a termination of Employee's employment as described in Subsection 12.2,
the   Company    shall    provide  to   Employee   the    following
benefits:

1. Employee's Total Salary earned
through the termination date and 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; plus
2. A severance  amount equal to
three times the sum of  Employee's  annual  Total  Salary and his annual  target
bonus at the rates in effect as of the date of termination.
3. The SERP benefits provided for
in Sections 8 and 10 of this  Agreement,  provided that Employee shall be deemed
to have  completed  15  Years  of  Service  and  five  years  shall  be added to
Employee's age at retirement for purposes of  calculating  the early  retirement
discount.
4. With respect to all performance
awards  granted to the  Executive  pursuant  to the  Company's  LTIP Plan or any
successor  plan  that  are  outstanding   immediately   prior  to  the  date  of
termination,  the Company shall also issue to the Executive within 30 days after
the date of termination:
(i)
cash equal to the higher of (1) the average of the last sale prices of the
Companys (or its successors) Common Stock on the New York Stock
Exchange in each of the twenty business days preceding the date of termination
or (2) the highest price per share actually paid for any of the Company Common
Stock in connection with the Change in Control, multiplied by aggregate number
of shares of the Companys Common Stock (or, if the event that triggered
the Effective Date is a Business Combination, the equivalent number of shares of
the then outstanding common stock of the corporation resulting from or effecting
such Business Combination into which such shares of Common Stock have been
converted) equal to the greater of (x) the total number of the shares payable at
the target award level upon full vesting of each such performance award and (y)
such higher number of shares payable upon full vesting of each such award if the
Company achieved for each four-year award cycle the percentile ranking against
the comparable universe of companies which the Company had achieved for the
applicable cycle during the period commencing upon the starting year of such
cycle and ending with the fiscal quarter immediately preceding the date of
termination; and(ii)
cash equal to the amount of the dividend equivalents associated with the shares
issuable under subparagraph (i) above, in accordance with the LTIP Plan.
5. Employee may, by giving written
notice to the Company at least 120 days prior to receipt of regulatory  approval
from the Washington  Utilities and  Transportation  Commission for the Change of
Control,  change his election with respect to the form in which the SERP benefit
shall be paid and may  elect to have  the  actuarial  present  value of the SERP
benefit,  the LTIP award  payments and the severance  payments,  or any of them,
transferred  to the  Company's  Deferred  Compensation  Plan  or  any  successor
deferred  compensation  plan or may elect to change any prior deferral  election
with respect to such payments.
6. In the event that a Change in
Control  occurs  after April 1, 2004 and  Employee is employed by the Company at
the time of such Change in Control,  Employee  shall be entitled to the benefits
provided for in this Section 12 less amounts  received by Employee under Section
8.

If the Company adopts new
or revised change of control agreements for its executives after the date of
this Agreement which contain terms more favorable to Company executives than the
terms contained in this Agreement, the provisions of this Section shall be
amended to reflect such terms. The amendment shall not, however, diminish
Employees rights and benefits under this Agreement.

13. Benefits
Continuation
The Company shall maintain
in full force and effect for five years following the date of any termination of
Employees employment all employee health and welfare benefit plans,
programs and policies, including any life and health insurance plans in which
Employee was entitled to participate immediately prior to termination, provided
that Employee is qualified to participate under the general terms and provisions
of such plans, programs and policies. Coverage under any of the Company plans,
programs and policies shall be discontinued during the five years if Employee is
covered by a substantially similar plan, program or policy by another employer.
In the event that Employees participation in any such plan, program or
policy is not possible under its terms and conditions, the Company shall arrange
for Employee to receive benefits substantially similar to those which Employee
would have been entitled to receive under each plan, program or policy. At the
end of the period of coverage, Employee will have the option to take advantage
of any conversion privileges pertinent to the benefits available under Company
policies.

14. Excise
Taxes
If it shall be determined
that any payment to Employee pursuant to this Agreement or any other payment or
benefit from the Company, any affiliate of the Company or any successor to the
Company would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code or any similar tax payable under any federal, state or
foreign law, then the Company or its successor shall pay to Employee an amount
equal to all such excise taxes and similar taxes, plus an amount equal to the
federal income taxes and, if applicable any state or foreign income taxes, which
will be payable by Employee as a result of this additional payment.

15. No
Mitigation
Employee shall not be
required to mitigate the amount of any payment due hereunder by seeking other
employment and, except as provided in the next sentence, the payments due
hereunder shall not be affected by any other employment which Employee may
obtain. If Employee accepts a position with another employer during the period
for payment of employee health and welfare benefits under Section 13, then the
Companys obligation to pay such employee benefits will cease as of the
date of Employees new employment, provided, however, that the Company will
continue such benefits for the full period to the extent that they exceed the
comparable benefits from such other employment. The Companys obligation to
make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against Employee or others.

16.
Indemnification
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.

17.
Noncompetition
During the term of his
employment with the Company and for a period of two years following any
voluntary termination by Employee without Good Reason, Employee shall not,
without the prior written consent of the Company which shall not be unreasonably
withheld, perform services for any person or entity engaged in the business of
selling or distributing electric power or natural gas in the states of
Washington, Oregon or Idaho in competition with the Company. Employee agrees
that damages for breach of the covenants contained in this Section would be
difficult to determine and therefore agrees that these provisions may be
enforced by temporary or permanent injunction. The right to such injunctive
relief shall be in addition to and not in place of any other remedies to which
the Company may be entitled. Employee agrees that the provisions of this
Section are reasonable. However, if any court of competent jurisdiction
determines that any provision within this Section is unreasonable in any
respect, the Parties intend that this Section should be enforced to the
fullest extent allowed by such court.

18. Payments
and Disputes
The amounts specified
in this Agreement, other than any payments which Employee has elected to receive
in the form of a  monthly  annuity  or has  elected  to defer  under a  deferred
compensation  plan,  shall be paid by the Company no more than 30 days after the
date of  termination.  In the event that any  payments  due  hereunder  shall be
delayed for any reason for more than five  business  days from the date due, the
amounts  due  shall  bear  interest  at the rate of 12% per  annum  until  paid.

Any dispute between the
Parties hereto with respect to any of the matters set forth herein shall be
submitted to binding arbitration in Seattle, 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 his or her appointment, and shall issue an award within
15 days of the close of the hearing. The Company will, regardless of the
outcome, pay all reasonable fees and expenses, including attorneys fees
and the cost of any arbitrator, incurred by Employee in contesting or disputing
any termination for Cause or in seeking to obtain or enforce any right or
benefit provided by this Agreement.

19. Beneficiary
If Employee dies prior to
receiving all of the amounts payable to him in accordance with the terms of this
Agreement, such amounts shall be paid to his surviving spouse unless Employee
has designated another beneficiary in writing or, if there is no surviving
spouse or other designated beneficiary, to his estate. Such payments shall be
made in a lump sum to the extent so payable and otherwise in accordance with the
terms of this Agreement. If Employee has elected the monthly annuity form of
payment of the SERP benefit, the annuity shall continue undiminished after his
death until the death of the surviving spouse.

20. 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:

| | Stephen A. McKeon
| | -----------------
| | 1130 Grand Avenue
| | Seattle, WA 98122

If to Company:

| | Puget Sound Energy, Inc                                
| | -------------------------------------------------------
| | P.O. Box 97034                                         
| | Bellevue, WA 98009-9734                                
| | Attention:     Vice    President    Human     Resources
| | Facsimile: (206) 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.

21. Amendment;
Waiver
This Agreement shall not be
amended or modified nor shall any provision hereof be waived except by written
instrument executed by the Company and Employee. A waiver of any provision of
this Agreement shall not operate or be construed as a waiver of any other
provision, and a waiver of any default in any provision shall not operate or be
construed as a waiver of any later default thereof.

22. 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.

23. Entire
Agreement
This Agreement contains 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, including the prior employment agreement between the parties,
are merged herein.

24. 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.

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

26. Successors
The Company may not assign
its rights and obligations under this Agreement without the prior written
consent of Employee except to a successor of the Companys business which
expressly assumes the Companys obligations hereunder in writing. This
Agreement shall be binding upon and inure to the benefit of Employee, his estate
and surviving spouse or other beneficiary, the Company and the successors and
permitted assigns of the Company.

27. Survival
of Employees Rights
All of Employee's  rights  hereunder,  including his rights to compensation
and benefits, and his noncompetition  obligations under Section 17 hereof, shall
survive the expiration of the Employment  period,  any termination of Employee's
employment and the termination of this Agreement.

28.
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.                               
| | -------------------------------------------------------
| | By___________________________________________________  
| | Title:_________________________________________________
| | PUGET ENERGY, INC.                                     
| | By___________________________________________________  
| | Title:_________________________________________________
| | EMPLOYEE                                               
| | STEVE A. MCKEON