Exhibit
4.1





(Real
Estate Mortgage)














PUGET
SOUND ENERGY, INC.




TO




U.S.
BANK NATIONAL ASSOCIATION,




Trustee




_______________




Eighty-Fifth
Supplemental Indenture




Dated
as of April 27, 2007




_______________




Relating
to First Mortgage Bonds




_______________




Supplemental
to Indenture dated as of




June
2, 1924, as supplemented and modified




_______________





















THIS
EIGHTY-FIFTH SUPPLEMENTAL INDENTURE, made as of the 27th day of April,
2007, by and between Puget Sound Energy, Inc., formerly Puget Sound Power &
Light Company, a corporation duly organized and existing under and by virtue of
the laws of the State of Washington (hereinafter sometimes called the
“Company”), party of the first part, and U.S. Bank National Association,a national banking
associationwith a
principal corporate trust office at 100 Wall Street, Suite 1600, in the city of
New York and State of New York 10005 (successor to Old Colony Trust Company)
(hereinafter sometimes called the “Trustee”), as Trustee under the First
Mortgage (originally, and before modification thereof by certain supplemental
indentures, called “First and Refunding Mortgage”) from Puget Sound Power &
Light Company, a Massachusetts corporation (hereinafter sometimes called the
“Predecessor Company”), dated as of June 2, 1924 (said Mortgage being
hereinafter sometimes called the “Original Mortgage”), as supplemented and
modified by all indentures supplemental thereto heretofore executed and
delivered, party of the second part;




WITNESSETH:  that




WHEREAS,
the Predecessor Company did by the Original Mortgage, filed for record in the
offices of the Auditors of the Counties of Chelan, Clallam, Cowlitz, Douglas,
Grant, Grays Harbor, Island, Jefferson, King, Kitsap, Kittitas, Lewis, Mason,
Pacific, Pierce, Skagit, Snohomish, Thurston and Whatcom, all in the State of
Washington, and left on file as a chattel mortgage in each of said counties,
convey and pledge certain property therein described to Old Colony Trust
Company, as Trustee, to be held upon the trusts expressed in the Original
Mortgage to equally secure an unlimited authorized amount of mortgage bonds
(therein and herein called the “Bonds”) issued or to be issued in one or more
series, all as more fully provided in the Original Mortgage; and




WHEREAS,
the Predecessor Company, prior to September 1, 1954, had executed and delivered
to the Trustee thirty-nine supplemental indentures, supplementing and in certain
respects modifying the Original Mortgage and providing for the execution,
certification and delivery of Bonds of various series from time to time pursuant
thereto (which Original Mortgage, as so supplemented and modified, is therein
and herein sometimes called the “First Mortgage”); and




WHEREAS,
the Predecessor Company executed and delivered to the Trustee a Fortieth
Supplemental Indenture, dated as of September 1, 1954, which Supplemental
Indenture is divided into two parts, designated as Part I and Part II, and Part
I thereof provided for the establishment and the execution, certification and
delivery initially of Twenty-Five Million Dollars ($25,000,000) principal amount
of a series of Bonds, designated as First Mortgage Bonds, 3-1/2% Series due
1984, and contained certain covenants, restrictions, conditions and provisions
affecting, and provided for certain modifications of, the First Mortgage (the
First Mortgage, as so supplemented and modified by said Part I, being sometimes
in said Fortieth Supplemental Indenture and herein called the “Revised First
Mortgage”) and Part II thereof provided for modifications of the Revised First
Mortgage as therein set forth, which modifications became effective on October
20, 1955 (the Revised First Mortgage as so modified by Part II of the Fortieth
Supplemental Indenture as heretofore, hereby, and hereafter supplemented and
modified being sometimes in said Part II and herein called the “Indenture” and
references herein to Sections, Articles or other provisions of the Indenture
being to the revised or modified provisions thereof as set forth in Part II of
the Fortieth Supplemental Indenture); and




WHEREAS,
the Predecessor Company has heretofore executed and delivered to the Trustee a
Forty-First Supplemental Indenture dated as of December 1, 1954, a Forty-Second
Supplemental Indenture dated as of July 1, 1957, a Forty-Third Supplemental
Indenture dated as of May 1, 1958, a Forty-Fourth Supplemental Indenture dated
as of November l, 1959, and a Forty-Fifth Supplemental Indenture dated as of
April 1, 1960, all of which mortgaged, pledged, assigned, conveyed and
transferred to the Trustee and subjected to the lien of the Indenture additional
property acquired or constructed, and betterments, improvements and additions
made to the mortgaged property, since the execution and delivery of the Fortieth
Supplemental Indenture; and




WHEREAS,
the Company has executed and delivered to the Trustee a Forty-Sixth Supplemental
Indenture dated as of November 10, 1960, whereby the Company has succeeded to
the Predecessor Company with the same effect as if the Company had been named in
the Indenture as the mortgagor company and in the Bonds and coupons as the
obligor thereon or maker thereof, and the Predecessor Company merged into the
Company on November 16, 1960, whereupon the Company acquired all the property,
real, personal or mixed, including all rights, privileges, easements, licenses
and franchises, described in the Indenture and thereby conveyed and mortgaged or
intended so to be, including also all such property acquired by the Predecessor
Company since the execution and delivery of the Original Mortgage, which by the
terms of the Indenture is subjected or intended to be subjected to the lien
thereof; and




WHEREAS,
the Company has executed and delivered to the Trustee the supplemental
indentures set forth herein:





Supplemental
      Indenture
            Dated
      as ofForty-Seventh
      Supplemental Indenture
            February
      1, 1961Forty-Eighth
      Supplemental Indenture
            November
      1, 1963Forty-Ninth
      Supplemental Indenture
            May
      1, 1964Fiftieth
      Supplemental Indenture
            January
      1, 1966Fifty-First
      Supplemental Indenture
            June
      1, 1967Fifty-Second
      Supplemental Indenture
            February
      1, 1969Fifty-Third
      Supplemental Indenture
            July
      1, 1970Fifty-Fourth
      Supplemental Indenture
            October
      1, 1972Fifty-Fifth
      Supplemental Indenture
            March
      1, 1974Fifty-Sixth
      Supplemental Indenture
            November
      1, 1974Fifty-Seventh
      Supplemental Indenture
            August
      1, 1975Fifty-Eighth
      Supplemental Indenture
            October
      1, 1976Fifty-Ninth
      Supplemental Indenture
            July
      1, 1978Sixtieth
      Supplemental Indenture
            December
      1, 1979Sixty-First
      Supplemental Indenture
            December
      1, 1981Sixty-Second
      Supplemental Indenture
            July
      1, 1984Sixty-Third
      Supplemental Indenture
            January
      1, 1986Sixty-Fourth
      Supplemental Indenture
            April
      1, 1986Sixty-Fifth
      Supplemental Indenture
            April
      1, 1986Sixty-Sixth
      Supplemental Indenture
            August
      1, 1986Sixty-Seventh
      Supplemental Indenture
            November
      1, 1986Sixty-Eighth
      Supplemental Indenture
            September
      1, 1987Sixty-Ninth
      Supplemental Indenture
            February
      1, 1990Seventieth
      Supplemental Indenture
            October
      1, 1990Seventy-First
      Supplemental Indenture
            May
      1, 1991Seventy-Second
      Supplemental Indenture
            August
      1, 1991Seventy-Third
      Supplemental Indenture
            March
      1, 1992Seventy-Fourth
      Supplemental Indenture
            October
      1, 1992Seventy-Fifth
      Supplemental Indenture
            April
      1, 1993Seventy-Sixth
      Supplemental Indenture
            December 1,
      1997Seventy-Seventh
      Supplemental Indenture
            March 1, 1999Seventy-Eighth
      Supplemental Indenture
            October
      1, 2000Seventy-Ninth
      Supplemental Indenture
            May
      1, 2003Eightieth
      Supplemental Indenture
            April 30,
      2004Eighty-First
      Supplemental Indenture
            March
      1, 2005Eighty-Second
      Supplemental Indenture
            April 27,
      2005Eighty-Third
      Supplemental Indenture
            April
      28, 2006Eighty-Fourth
      Supplemental Indenture
            September
      1, 2006




all of
which mortgaged, pledged, assigned, conveyed and transferred to the Trustee and
subjected to the lien of the Indenture additional property acquired or
constructed, and betterments, improvements and additions made to the mortgaged
property since the execution and delivery of the Fortieth Supplemental
Indenture; and




WHEREAS,
all Bonds of any series heretofore executed, authenticated and delivered
pursuant to the Original Mortgage, as from time to time supplemented and
modified, have been retired and canceled or payment duly and irrevocably
provided for, except for the series set forth herein:








Principal Amount of Bonds
            SeriesThree
      Hundred Million Dollars
              ($300,000,000)
            First
      Mortgage Bonds,
              Pledged
      Series A due December 1, 2027Two
      Hundred Million Dollars
              ($200,000,000)
            First
      Mortgage Bonds,
              Pledged
      Series A due June 15, 2018One
      Hundred Million Dollars
              ($100,000,000)
            First
      Mortgage Bonds,
              Pledged
      Series B dueMarch 9, 2029One
      Hundred Fifty Million Dollars
              ($150,000,000)
            First
      Mortgage Bonds,
              Pledged
      Series B dueMarch 9, 2009Two
      Hundred Twenty-Five Million Dollars
              ($225,000,000)
            First
      Mortgage Bonds,
              Pledged
      Series B dueFebruary 22, 2010Twenty-Five
      Million Dollars
              ($25,000,000)
            First
      Mortgage Bonds,
              Pledged
      Series B due September 8, 2008Two
      Hundred Sixty Million Dollars
              ($260,000,000)
            First
      Mortgage Bonds, Pledged Series C, due February 1, 2011One
      Hundred Thirty-Eight Million Four Hundred Sixty Thousand
      Dollars
              ($138,460,000)
            5%
      First Mortgage Bonds, Pledged Series C due March 1,
2031Twenty-Three
      Million Four Hundred Thousand Dollars
              ($23,400,000)
            5.10%
      First Mortgage Bonds, Pledged Series C due March 1,
2031One
      Hundred Fifty Million Dollars
              ($150,000,000)
            3.363%
      Pledged First Mortgage Bonds due June 1, 2008Two
      Hundred Fifty Million Dollars
              ($250,000,000)
            5.483%
      Pledged First Mortgage
              Bonds
      due June 1, 2035One
      Hundred Fifty Million Dollars
              ($150,000,000)
            5.197%
      Pledged First Mortgage
              Bonds
      due October 1, 2015Three
      Hundred Million Dollars ($300,000,000)
            6.274%
      Pledged First Mortgage Bonds due March 15,
2037









which
Bonds are now outstanding and constitute the only Bonds of the Company
outstanding under the Indenture; and




WHEREAS,
effective as of the opening of business on January 4, 1971, The First National
Bank of Boston succeeded Old Colony Trust Company as Trustee under the Indenture
by reason of the merger of Old Colony Trust Company into The First National Bank
of Boston; and




WHEREAS,
effective as of October 2, 1995, State Street Bank and Trust Company
succeeded The First National Bank of Boston as Trustee under the Indenture;
and




WHEREAS,
effective as of February 15, 2003, U.S. Bank National Association succeeded
State Street Bank and Trust Company as Trustee under the Indenture;
and




WHEREAS,
the Company has entered into an Indenture (the “Debenture Indenture”) dated as
of December 1, 1997 with U.S. Bank National Association (as successor to
State Street Bank and Trust Company) as trustee (in such capacity, the
“Debenture Indenture Trustee”) pursuant to which the Company proposes to issue
from time to time its Senior Notes (the “Senior Notes”) and the Company has
agreed to make certain payments to the Debenture Indenture Trustee in respect of
the principal of, premium, if any, and interest on such Senior Notes;
and




WHEREAS,
the Company desires to execute and deliver this Eighty-Fifth Supplemental
Indenture, in accordance with the provisions of the Indenture, for the purpose
of confirming the lien of the Indenture on certain property acquired or
constructed by the Company since the execution and delivery of the Original
Mortgage and on certain betterments, improvements and additions made by the
Company to property previously described in the Indenture.




NOW,
THEREFORE, WITNESSETH, that, pursuant to and in execution of the powers,
authorities and obligations conferred, imposed and reserved in the Indenture,
and pursuant to and in execution of every other power, authority and obligation
thereto appertaining and/or enabling, in order to secure the payment of the
principal of, and the premium, if any, and interest on, the Bonds issued and to
be issued under the Indenture, and secured thereby and hereby at any time
outstanding according to their tenor and effect, and the performance of all the
covenants and conditions therein and herein and in said Bonds contained, and for
the purpose of confirming the lien of the Indenture, said Puget Sound Energy,
Inc., organized and existing under the laws of the State of Washington, in
consideration of the premises and of One Dollar ($1.00) and other good and
valuable consideration to it duly paid by the Trustee, at or before the
execution and delivery of these presents, the receipt whereof is hereby
acknowledged, has granted, bargained, sold, conveyed, transferred, assigned,
remised, released, mortgaged, set over and confirmed and by these presents does
grant, bargain, sell, convey, transfer, assign, remise, release, mortgage, set
over and confirm unto U.S. Bank National Association, as Trustee, and to its
successor or successors in the trust created by the Indenture, and to said
Trustee and its assigns forever, for the uses and purposes created by the
Indenture, all property, real, personal or mixed, including all rights,
privileges, easements, licenses and franchises, described in the Indenture and
thereby conveyed and mortgaged or intended so to be, including also all such
property acquired by the Company since the execution and delivery of the
Original Mortgage, which by the terms of the Indenture is subjected or intended
to be subjected to the lien thereof, and including also all such property as the
Company may hereafter acquire which by the terms of the Indenture is subjected
or intended to be subjected to the lien thereof, excepting from the foregoing,
however, all property included within the foregoing general description, whether
now owned or hereafter acquired, which by the provisions of the Indenture is
excepted or to be excepted from the conveyance and lien of the Indenture, or
which has heretofore been released from the lien of the Indenture or otherwise
disposed of by the Company free from the lien of the Indenture in accordance
with the provisions thereof:




INCLUDING
NEVERTHELESS in the property hereby conveyed and confirmed to the Trustee
(without limiting the generality of the foregoing general description of such
property and without prejudice to the conveyance and confirmance of all such
property by such general description) the following:




All
property, real, personal or mixed, together with all buildings or improvements
thereon and the appurtenances thereto, located in the State of Washington and
described below or conveyed to the Company by the deeds listed on the list of
properties and deeds below, to which deeds and the records thereof in the County
Auditor’s office of the respective counties in the State of Washington below
stated (in all cases where said deeds and/or records are below specified)
reference is hereby made for a more particular description of the property
hereby conveyed and confirmed to the Trustee and its respective successor or
successors and assigns as aforesaid, to wit:







List
of Real Estate in the State of Washington Acquired by


Puget
Sound Energy, Inc. to Date, and Not Heretofore Specifically


Described
in Any Prior Supplemental Indenture**


Puget
Sound Energy, Inc.




IN KING COUNTY,
      WASHINGTON:Section:
              30Township:
              24
      NorthRange:
              8
      East, W.M.Description:
              That
      portion of the north half of Section 30, Township 24 North, Range 8 East,
      W.M, King County, Washington, within a 60 foot strip, lying 30 feet
      oneach
      side of the following described centerline;
                
                Commencing
      at the southwest corner of said Section 30;
                
                THENCE
      N 01°19'03" E, 2,646.39 feet to the west quarter corner of said
      section;
                
                THENCE
      N 74°59'21" E, 3082.44 feet more or less to the intersection of the
      centerline of S.E. 69th Street, (also known as County Road No. 947) per
      Quit Claim Deed, dated April 15, 1912, recorded in Volume 814, Page
      605, of Quit Claim Deeds, Recording No. 819404, Records of King County,
      Washington, with the westerly right-of-way margin of State Route 202, AND
      the TRUE POINT OF BEGINNING;
                
                THENCE
      along said centerline of S.E. 69th Street the following
      courses:Northerly
      34.93 feet along the arc of a non-tangent curve to the left, having a
      radius of 573.14 feet, the radius point of which bears S 45°55'16" W,
      through a central angle of 3°29'30" to a point oftangency;
                
                N
      47°34'14" W, 561.97 feet to a point of curvature;
                
                Northerly
      47.81 feet along the arc of a tangent curve to the right, having a radius
      of 35.81 feet through a central angle of 76°30'00" to a point of
      tangency;
                
                N
      28°55'46" E, 31.53 feet more or less to the southerly line of ordinary
      high water of the Snoqualmie River AND the terminus of this centerline
      description.The
      sidelines of said 60 foot wide strip shall be extended or shortened to
      terminate at said westerly margin of State Route 202 and said southerly
      line of ordinary high water ofSnoqualmie
      River.Deed
      From:
              Puget
      Western, Inc.Deed
      Records
                Auditors
      File No.:
              20060126000722Assessor's
      Tax
                Parcel
      ID#:
              30-24-08-1111
  
 IN KING COUNTY,
      WASHINGTON:Section:
              16Township:
              26
      NorthRange:
              5
      East, W.M.Description:
              Tract
      A, Kingsgate Vista, according to the plat thereof recorded in Volume 107
      of Plats, pages 52 and 53, in King County, Washington.
                
                SUBJECT
      TO:  Easements, restrictions, reservations, covenants and
      agreements.Deed
      From:
              Mac
      Land, IncDeed
      Records
                Auditors
      File No.:
              20061017000451Assessor's
      Tax
                Parcel
      ID#:
              387648-0360-03
  
 IN KITTITAS COUNTY,
      WASHINGTON:Section:
              20,21,22,27,28,29
      and 33Township:
              18
      NorthRange:
              21
      East, W.M.Description:
              All
      of Sections 33, 29, 28, 27, 20, 21, and 22.
                
                The
      south half of Section 15.
                
                The
      south half of Section 17.
                
                All
      in Township 18 North, Range 21 East, W. M., in the County of Kittitas,
      State of Washington.
                
                All
      of Fractional Section 4.
                
                All
      that portion of Section 9, lying North of the North right of way line of
      State Highway No. 7
                
                The
      Northeast quarter of Section 3, and the Northeast quarter of the Northwest
      quarter of Section 3.
                
                All
      in Township 17 North, Range 21 East, W.M., Kittitas County, State of
      Washington.
                
                RESERVING
      unto the Grantors from the above described land, all oil, gas, petroleum,
      asphaltum and other hydrocarbon substances and other minerals and mineral
      rights of every kind and character whether similar to those herein
      specified or not, within or underlying, or which may be produced from the
      above described land which lies below the present surface of said land, it
      being expressly understood and agreed that said Grantors, their respective
      heirs, successors and assigns, shall have a limited right to enter upon
      the surface of said land, or to use said land for the purposes as stated
      in that certain Limited Waiver of Rights of even date herewith between
      Grantors and Grantee and recorded concurrently
herewith.Deed
      From:
              American
      Minerals and Land Corporation and Land Development and Promotion Services,
      Inc.Deed
      Records
                Auditors
      File No.:
              200509300085Assessor's
      Tax
                Parcel
      ID#:
              18-21-33000-0001,
      18-21-29000-0001, 18-21-29000-0002, 18-21-28000-0001, 18-21-27000-0001,
      18-21-20000-0001, 18-21-21000-0001, 18-21-22000-0001, 18-21-20000-0001
      (New P395234), 18-21-22000-0001 (New  P415234),
      17-21-04000-0001, 17-21-04000-0005, 17-21-04000-0007, 17-21-04000-0009,
      17-21-09000-0001, 17-21-09000-0006, 17-21-09000-0008, 17-21-09000-0010,
      17-21-03000-0002
  
 IN KITTITAS COUNTY,
      WASHINGTON:Section:
              14
      and 23Township:
              17
      NorthRange:
              20
      East, W.M.Description:
              That
      portion of the Southeast quarter of the Southwest quarter of Section 14
      and the Northeast quarter of the Northwest quarter of Section 23,
      Township 17 North, Range 20 East, W.M., Kittitas County, State
      of Washington, which is bounded by a line described as
      follows:
                
                Commencing
      at the Southeast corner of said Southeast quarter of the Southwest quarter
      of said Section 14 reference bearing South 89°32'00" East along the
      South boundary line of said Southwest quarter; thence South 81°11'46" West
      430.49 feet to the true point of beginning of said line and to the
      beginning of a curve concave to the Southwest having a radius of 1965.00
      feet and a radius bearing South 31°07'06" West; thence Northwest, along
      said curve 344.39 feet, more or less, through a central angle of 10°02'30"
      to the East right-of-way boundary line of Stevens Road; thence North
      19°21'37" East, along said East right-of-way boundary line of Stevens
      Road, 20.12 feet to the beginning of a curve to the right; thence
      Northeast, along said curve to the right, 229.99 feet, through a central
      angle of 12°18'56"; thence South 75°41'05" East 275.20 feet; thence South
      11°34'11" West 315.81 feet, more or less, to the true point of beginning
      and terminus of said line.Deed
      From:
              Charles
      W. Hopper and Betty J. Hopper, husband and wifeDeed
      Records
                Auditors
      File No.:
              200508300069Assessor's
      Tax
                Parcel
      ID#:
              17-20-14030-0007







EXCEPTIONS1.
              Real
      property taxes not yet-due and payable.2.
              LIABILITY,
      TO ASSESSMENTS levied by Kittitas Reclamation District.3.
              FUTURE
      LIABILITY, TO ASSESSMENTS levied by Kittitas Reclamation
      District.4.
              MEMORANDUM
      OF OPTION AGREEMENT AND THE TERMS AND CONDITIONS
  THEREOF:Between:
              Charles
      and Betty HopperAnd:
              Zilkha
      Renewable Energy, LLC,Recorded:
              December
      30, 2003Recording
      Number:
              200312300003
  
 5.
              MEMORANDUM
      OF OPTION AGREEMENT AND THE TERMS AND CONDITIONS
  THEREOF:Between:
              Charles
      W. Hopper and Betty J. Hopper, husband and wifeAnd:
              Wind
      Ridge Power Partners, LLCRecorded:
              October
      29, 2004Recording
      Number:
              200410290019
 
 
 6.
              ASSIGNMENT
      AND CONTRIBUTIONS AGREEMENT AND THE TERMS AND CONDITIONS
      THEREOF:Between:
              Zilkha
      Renewable Energy, LLCAnd:
              Wind
      Ridge Project Partners, LLCRecorded:
              May
      13, 2005Recording
      Number:
              200505130001
 
 
 7.
              LEASE
      OPTION AGREEMENT AND THE TERMS AND CONDITIONS THEREOF:Between:
              Howard
      F. Clerf and Vivian Clerf, husband and wife, and Helen Jeanne Clerf, a
      single womanAnd:
              W.E.
      Mays and AssociatesRecorded:
              August
      15, 1988Recording
      Number:
              514640Lease
      Option Amendment(s) and/or modification(s):Recorded:
              October
      5, 1988Recording
      number(s):
              516019LEASE
      OPTION ASSIGNMENT OF BENEFICIAL INTEREST:Assignee:
              Meridian
      Oil CompanyDated:
              August
      15, 1988Recorded:
              January
      4, 1999Recording
      No.:
              517885
 
 8.
              RESERVATIONS
      AND EXCEPTIONS, including the terms and conditions
  thereof:Reserving:
              MineralsReserved
      by:
              Helen
      Jean ClerfRecorded:
              May
      2, 1975Recording
      No.:
              386622
 
 9.
              RESERVATIONS
      AND EXCEPTIONS, including terms and conditions thereof:Reserving:
              MineralsReserved
      by:
              Howard
      F. Clerf and Vivian ClerfRecorded:
              September
      14, 1982Recording
      No.:
              464380
 
 10.
              RESERVATIONS
      AND EXCEPTIONS, including terms and conditions thereof:Reserving:
              MineralsReserved
      by:
              Howard
      F. Clerf and Vivian ClerfRecorded:
              February
      14, 1984Recording
      No.:
              477243
  
 11.
              A
      RECORD OF SURVEY and any and all matters relating thereto and disclosed
      thereby:Recorded:
              January
      7, 2005Recording
      No.:
              200501070009Book:
              30Page.:
              219
  
 12.
              TERMS
      AND CONDITIONS OF AMENDATORY CONTRACT:Between:
              United
      States of AmericaAnd:
              Kittitas
      Reclamation DistrictDated:
              January
      20, 1949Recording
      no.:
              208267
  
 13.
              PENDENCY
      OF YAKIMA COUNTY SUPERIOR COURT CAUSE NUMBER77-2-01484-5,
      State of Washington Department of Ecology, plaintiff v. James J.
      Acquavella, et al, defendants; notice of which is given by Lis Pendens
      recorded on October 14, 1977 under Auditor's file number 417302 and
      by supplemental notice of Lis Pendens recorded on June 4, 1980 under
      Auditor's file number 442263; being an action for the determination of the
      rights to divert, withdraw, or otherwise make use of the surface waters of
      the Yakima River Drainage Basin, in accordance with the provisions of
      Chapters 90.03 and 90.44, Revised Code of
  Washington.




IN SKAGIT COUNTY,
      WASHINGTON:Section:
              11Township:
              35
      NorthRange:
              8
      East,W.M.Description:
              The
      West 1⁄2 of the Northeast 1⁄4 of the Northwest 1⁄4 of Section 11,
      Township 35 North, Range 8 East, W.M. (Also known as
      Parcel "A" of that Survey recorded April 2, 1991, in
      Volume 11 of Surveys, page 14, Auditor's File
      No. 9104020044, records of Skagit County,
      Washington.)  EXCEPT those portions thereof conveyed to Skagit
      County for road purposes by deeds recorded as Auditor's File Nos. 185508
      (137D222) and 193867 (139D448) AND ALSO EXCEPT the existing as-built
      county road rights-of-way, if any, commonly known as the Baker Lake and
      Lake Shannon Roads.
                
                SUBJECT
      TO:  Easements, restrictions, reservations, covenants and
      agreements.Deed
      From:
              Amber
      Enterprises, Inc.Deed
      Records
                Auditors
      File No.:
              200611090124Assessor's
      Tax
                Parcel
      ID#:
              P43777







** All
numbers in the row following the designation "Township," indicate townships
north of the Willamette Base Line, and the Letters "E" and "W" in the row
following the designation "Range," indicate east or west, as the case may be, of
the Willamette Meridian.







ARTICLE
ONE




MISCELLANEOUS




SECTION
      1.01




This
Eighty-Fifth Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture, and shall form a part thereof, and the
Indenture, as hereby supplemented and modified, is hereby
confirmed.  Except to the extent inconsistent with the express terms
hereof, all the provisions, terms, covenants, and conditions of the Indenture
shall be applicable to the Bonds of the New Series to the same extent as if
specifically set forth herein.




SECTION
      1.02




The Trustee has accepted the amendment of the Indenture effected by
this Eighty-Fifth Supplemental Indenture and agrees to execute the trust created
by the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect of any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (a) the validity or sufficiency of this Eighty-Fifth
Supplemental Indenture or any of the terms or provisions hereof, (b) the
proper authorization hereof by the Company by corporate action or otherwise, and
(c) the due execution hereof by the Company.




SECTION
      1.03




The
Company covenants that it is lawfully seized and possessed of all the trust
estate at the date of the execution of the Eighty-Fifth Supplemental Indenture
except as in the Indenture otherwise stated or permitted; that on said date the
trust estate is free and clear from all liens and encumbrances other than
permitted encumbrances, except as in the Indenture otherwise stated or
permitted; that the Company will warrant and forever defend the trust estate and
the title thereto to the Trustee against the claims of all persons whomsoever
except as in the Indenture otherwise stated or permitted; that it will maintain
and preserve the lien of the Indenture, as a first mortgage lien, except as in
the Indenture otherwise stated or permitted so long as any of the Bonds issued
under the Indenture are outstanding; and that it has good right and lawful
authority to subject said property to the lien of the Indenture, as provided in
and by the Indenture.




SECTION
      1.04




This
Eighty-Fifth Supplemental Indenture may be executed in several counterparts, and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts, or as many of them as the Company and the Trustee
shall preserve undestroyed, shall together constitute but one and the same
instrument.




SECTION
      1.05




Although
this Eighty-Fifth Supplemental Indenture is dated for convenience and for the
purpose of reference as of April 27, 2007, the actual date or dates of
execution by the Company and by the Trustee are as indicated by their respective
acknowledgments hereto annexed.









[The
remainder of this page intentionally left blank]







IN
WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Eighty-Fifth
Supplemental Indenture to be signed in its corporate name and behalf by its
President or one of its Vice Presidents and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, all on April _26__, 2007, but as of
the day and year first above written.




PUGET
SOUND ENERGY, INC.
























By       /s/ Donald E.
Gaines


Donald E. Gaines


Vice President Finance and
Treasurer









Attest:







/s/ James D.
Sant


James D. Sant


Assistant Treasurer













STATE
      OF WASHINGTON
              ))  ss:COUNTY
      OF KING
              )


On this
__26__ day of
_April_________, 2007,
before me, a Notary Public in and for the State of Washington, duly commissioned
and sworn, personally appeared Donald E. Gaines, to me known to be the Vice
President Finance and Treasurer of Puget Sound Energy, Inc., a Washington
corporation, the corporation named in and which executed the foregoing
instrument; and he acknowledged to me that he signed the same as the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, being authorized so to do.




WITNESS
my hand and official seal the day and year in this certificate above
written.




__/s/ Corinne
Scowcroft_________________


Notary Name:  Corinne
Scowcroft


Notary Public in and for the State
of


Washington__,
residing at _Sammamish______.


My commission expires _12/30/2010_.








STATE
      OF WASHINGTON
              ))  ss:COUNTY
      OF KING
              )


On this
__26__ day of
_April_________, 2007,
before me, a Notary Public in and for the State of Washington, duly commissioned
and sworn, personally appeared James D. Sant, to me known to be the Assistant
Treasurer of Puget Sound Energy, Inc., a Washington corporation, the corporation
named in and which executed the foregoing instrument; and he acknowledged to me
that he signed the same as the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned, being authorized so to
do.




WITNESS
my hand and official seal the day and year in this certificate above
written.




__/s/ Corinne
Scowcroft_________________


Notary Name:  Corinne
Scowcroft


Notary Public in and for the State
of


Washington__,
residing at _Sammamish______.


My commission expires _12/30/2010_.