<PAGE>
                                                                  Exhibit 4.4






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                        REGISTRATION RIGHTS AGREEMENT



                              Dated June 6, 1997



                                    BETWEEN




                          PUGET SOUND ENERGY, INC.

                     PUGET SOUND ENERGY CAPITAL TRUST I


                                     and

                             SMITH BARNEY INC.

                            GOLDMAN, SACHS & CO.

                            SALOMON BROTHERS INC

                            as Initial Purchasers







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                         REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of June 6, 1997, among PUGET SOUND ENERGY, INC., a Washington
corporation (the "Company"), PUGET SOUND ENERGY CAPITAL TRUST I, a business
trust formed under the laws of the state of Delaware (the "Trust"), and SMITH
BARNEY INC. ("Smith Barney"), GOLDMAN, SACHS & CO. and SALOMON BROTHERS INC
(each an "Initial Purchaser" and, collectively, the "Initial Purchasers").

     This Agreement is made pursuant to the Purchase Agreement dated June 5,
1997 (the "Purchase Agreement"), among the Company, as issuer of the Series A
8.231% Junior Subordinated Deferrable Interest Debentures due June 1, 2027
(the "Subordinated Debentures"), the Trust and the Initial Purchasers, which
provides for, among other things, the sale by the Trust to the Initial
Purchasers of 100,000 of the Trust's Series A 8.231% Capital Securities,
liquidation amount $1,000 per Capital Security  (the "Capital Securities"),
the proceeds of which will be used by the Trust to purchase the Subordinated
Debentures.  The Capital Securities, together with the Subordinated
Debentures and the Company's guarantee of the Capital Securities (the
"Capital Securities Guarantee"), are collectively referred to as the
"Securities".  In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Trust have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement.  The execution and delivery of this
Agreement is a condition to the closing under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

          1.     Definitions.  As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

     "Additional Distributions" shall have the meaning set forth in Section
2(e) hereof.

     "Advice" shall have the meaning set forth in the last paragraph of
Section 3 hereof.

     "Affiliate" shall have the meaning given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

     "Applicable Period" shall have the meaning set forth in Section 3(t)
hereof.

     "Business Day" means any day other than a Saturday, a Sunday, or a day
on which banking institutions in the City of New York are authorized or
required by law or executive order to close.

     "Closing Time" shall mean the Closing Time as defined in the Purchase
Agreement.

     "Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

     "Declaration" or "Declaration of Trust" shall mean the Amended and
Restated Declaration of Trust of Puget Sound Energy Capital Trust I, dated as
of June 6, 1997, by the trustees named therein and the Company as sponsor.

     "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Trust; provided, however, that such depositary
must have an address in the Borough of Manhattan, in The City of New York.

     "Effectiveness Period" shall have the meaning set forth in Section 2(b)
hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     "Exchange Offer" shall mean the offer by the Company and the Trust to
the Holders to exchange all of the Registrable Securities (other than Private
Exchange Securities) for a like principal amount of Exchange Securities
pursuant to Section 2(a) hereof.

     "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

     "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

     "Exchange Period" shall have the meaning set forth in Section 2(a)
hereof.

     "Exchange Securities" shall mean (i) with respect to the Subordinated
Debentures, the Series B 8.231% Junior Subordinated Deferrable Interest Deben
tures due June 1, 2027 (the "Exchange Debentures") containing terms
substantially identical to the Subordinated Debentures (except that they will
not contain terms with respect to the transfer restrictions under the Securi
ties Act, will not require transfers thereof to be in minimum blocks of
$100,000 aggregate principal amount and will not provide for any Liquidated
Damages thereon), (ii) with respect to the Capital Securities, the Trust's
Series B 8.231% Capital Securities, liquidation amount $1,000 per Capital
Security (the "Exchange Capital Securities") which will have terms
substantially identical to the Capital Securities (except they will not
contain terms with respect to transfer restrictions under the Securities Act,
will not require transfers thereof to be in minimum blocks of $100,000 aggre
gate liquidation amount and will not provide for any increase in Additional
Distributions thereon) and (iii) with respect to the Capital Securities
Guarantee, the Company's guarantee (the "Exchange Capital Securities Guaran
tee") of the Exchange Capital Securities which will have terms substantially
identical to the Capital Securities Guarantee.

     "Holder" shall mean each Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture or Declaration of Trust.

     "Indenture" shall mean the Indenture relating to the Subordinated
Debentures and the Exchange Debentures dated as of June 6, 1997, between the
Company, as issuer, and The First National Bank of Chicago, as trustee, as
the same may be amended from time to time in accordance with the terms there
of.

     "Initial Purchasers" shall have the meaning set forth in the preamble to
this Agreement.

     "Inspectors" shall have the meaning set forth in Section 3(n) hereof.

     "Issue Date" shall mean the date of original issuance of the Securities.

     "Liquidated Damages" shall have the meaning set forth in Section 2(e)
hereof.

     "Majority Holders" shall mean the Holders of a majority of the aggregate
liquidation amount of outstanding Capital Securities.

     "Participating Broker-Dealer" shall have the meaning set forth in
Section 3(t) hereof.

     "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability company, or a government or
agency or political subdivision thereof.

     "Private Exchange" shall have the meaning set forth in Section 2(a)
hereof.

     "Private Exchange Securities" shall have the meaning set forth in
Section 2(a) hereof.

     "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble to
this Agreement.

     "Records" shall have the meaning set forth in Section 3(n) hereof.

     "Registrable Securities" shall mean the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities or Private
Exchange Securities, as the case may be, shall cease to be Registrable
Securities when (i) a Registration Statement with respect to such Securities
or Private Exchange Securities for the exchange or resale thereof, as the
case may be, shall have been declared effective under the Securities Act and
such Securities or Private Exchange Securities, as the case may be, shall
have been disposed of pursuant to such Registration Statement, (ii) such
Securities or Private Exchange Securities, as the case may be, shall have
been sold or are eligible to be sold to the public pursuant to Rule 144(k)
(or any similar provision then in force, but not Rule 144A) under the
Securities Act, (iii) such Securities or Private Exchange Securities, as the
case may be, shall have ceased to be outstanding or (iv) with respect to the
Securities, such Securities shall have been exchanged for Exchange Securities
upon consummation of the Exchange Offer and are thereafter freely tradeable
by the holder thereof (other than an Affiliate of the Company).

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation:  (i) all SEC or National Association of Securities
Dealers, Inc. (the "NASD") registration and filing fees, including, if
applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any Holder of
Registrable Securities in accordance with the rules and regulations of the
NASD, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and
disbursements of counsel for any underwriters or Holders in connection with
blue sky qualification of any of the Exchange Securities or Registrable
Securities) and compliance with the rules of the NASD, (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus and any amend
ments or supplements thereto, and in preparing or assisting in preparing,
printing and distributing any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) the fees and
disbursements of counsel for the Company and of the independent certified
public accountants of the Company, including the expenses of any "cold
comfort" letters required by or incident to such performance and compliance,
(vi) the fees and expenses of the Trustee and its counsel, and any exchange
agent or custodian, (vii) all fees and expenses incurred in connection with
the listing, if any, of any of the Exchange Securities or the Registrable
Securities on any securities exchange or exchanges, and (viii) the reasonable
fees and expenses of any special experts retained by the Company in
connection with any Registration Statement.

     "Registration Statement" shall mean any registration statement of the
Company and the Trust which covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

     "Rule 144(k) Period" shall mean the period of two years (or such shorter
period as may hereafter be referred to in Rule 144(k) under the Securities
Act (or similar successor rule)) commencing on the Issue Date.

    "SEC" shall mean the Securities and Exchange Commission.

     "Securities" shall have the meaning set forth in the preamble to this
Agreement.

     "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

     "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

     "Shelf Registration Event" shall have the meaning set forth in Section
2(b) hereof.

     "Shelf Registration Event Date" shall have the meaning set forth in
Section 2(b) hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Trust pursuant to the provisions of Section
2(b) hereof which covers all of the Registrable Securities or all of the
Private Exchange Securities, as the case may be, on an appropriate form under
Rule 415 under the Securities Act, or any similar rule that may be adopted by
the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

     "TIA" shall have the meaning set forth in Section 3(l) hereof.

     "Trustees" shall mean any and all trustees with respect to (i) the
Capital Securities under the Declaration, (ii) the Subordinated Debentures
under the Indenture and (iii) the Capital Securities Guarantee.
     2.     Registration Under the Securities Act.

          (a)     Exchange Offer.  To the extent not prohibited by any
applicable law or applicable interpretation of the staff of the SEC, the
Company and the Trust shall, for the benefit of the Holders, at the Company's
cost, use its best efforts to (i) cause to be filed with the SEC within 150
days after the Issue Date an Exchange Offer Registration Statement on an
appropriate form under the Securities Act covering the Exchange Offer, (ii)
cause such Exchange Offer Registration Statement to be declared effective
under the Securities Act within 180 days after the Issue Date, and (iii) keep
such Exchange Offer Registration Statement effective for not less than 30
calendar days (or longer if required by applicable law) after the date notice
of the Exchange Offer has been mailed to the Holders.  Upon the effectiveness
of the Exchange Offer Registration Statement, the Company and the Trust shall
promptly commence the Exchange Offer, it being the objective of such Exchange
Offer to enable each Holder eligible and electing to exchange Registrable
Securities for a like principal amount of Exchange Debentures or a like
liquidation amount of Exchange Capital Securities, together with the Exchange
Guarantee, as applicable (assuming that such Holder (i) is not an Affiliate
of the Company, (ii) is not a broker-dealer tendering Registrable Securities
acquired directly from the Company for its own account, (iii) acquires the
Exchange Securities in the ordinary course of such Holder's business and (iv)
has no arrangements or understandings with any Person to participate in the
Exchange Offer for the purpose of distributing the Exchange Securities) to
transfer such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and under state securi
ties or blue sky laws.

     In connection with the Exchange Offer, the Company and the Trust shall:

      (i)    mail or cause to be mailed to each Holder a copy of the Prospec
tus forming part of the Exchange Offer Registration Statement, together with
an appropriate letter of transmittal and related documents;

     (ii)    keep the Exchange Offer open for acceptance for a period of not
less than 30 days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
"Exchange Period");

    (iii)    utilize the services of the Depositary for the Exchange Offer;

     (iv)    permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York time, on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Securities delivered for exchange, and a
statement that such Holder is withdrawing its election to have such
Securities exchanged;

      (v)    notify each Holder that any Security not tendered by such Holder
in the Exchange Offer will remain outstanding and continue to accrue interest
or accumulate distributions, as the case may be, but will not retain any
rights under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

     (vi)    otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.

             If an Initial Purchaser determines upon advice of its  counsel
that it is not eligible to participate in the Exchange Offer with respect to
the exchange of Securities constituting any portion of an unsold allotment in
the initial distribution, as soon as practicable upon receipt by the Company
and the Trust of a written request from such Initial Purchaser, the Company
and the Trust, as applicable, shall issue and deliver to such Initial Purchas
er in exchange (the "Private Exchange") for the Securities held by such
Initial Purchaser, a like liquidation amount of Capital Securities of the
Trust or, in the event the Trust is liquidated and Subordinated Debentures
are distributed, a like principal amount of the Subordinated Debentures of
the Company, together with the Exchange Guarantee, in each case that are
identical (except that such securities may bear a customary legend with
respect to restrictions on transfer pursuant to the Securities Act) to the Ex
change Securities (the "Private Exchange Securities") and which are issued
pursuant to the Indenture, the Declaration or the Guarantee (which provides
that the Exchange Securities will not be subject to the transfer restrictions
set forth in the Indenture or the Declaration, as applicable, and that the
Exchange Securities, the Private Exchange Securities and the Securities will
vote and consent together on all matters as one class and that neither the Ex
change Securities, the Private Exchange Securities nor the Securities will
have the right to vote or consent as a separate class on any matter).  The
Private Exchange Securities shall be of the same series as the Exchange
Securities and the Company and the Trust will seek to cause the CUSIP Service
Bureau to issue the same CUSIP Numbers for the Private Exchange Securities as
for the Exchange Securities issued pursuant to the Exchange Offer.

             As soon as practicable after the close of the Exchange Offer
and, if applicable, the Private Exchange, the Company and the Trust, as the
case requires, shall:

      (i)    accept for exchange all Securities or portions thereof tendered
and not validly withdrawn pursuant to the Exchange Offer or the Private
Exchange;

     (ii)    deliver, or cause to be delivered, to the applicable Trustee for
cancellation all Securities or portions thereof so accepted for exchange by
the Company; and

    (iii)    issue, and cause the applicable Trustee under the Indenture, the
Declaration or the Guarantee, as applicable, to promptly authenticate and
deliver to each Holder, new Exchange Securities or Private Exchange Securi
ties, as applicable, equal in principal amount to the principal amount of the
Subordinated Debentures or equal in liquidation amount to the liquidation
amount of the Capital Securities (together with the guarantee thereof) as are
surrendered by such Holder.

             Distributions on each Exchange Capital Security and interest on
each Exchange Debenture and Private Exchange Security issued pursuant to the
Exchange Offer and in the Private Exchange will accrue from the last date on
which a Distribution or interest was paid on the Capital Security or the
Subordinated Debenture surrendered in exchange therefor or, if no Distribu
tion or interest has been paid on such Capital Security or Subordinated
Debenture, from the Issue Date.  To the extent not prohibited by any law or
applicable interpretation of the staff of the SEC, the Company and the Trust
shall use their best efforts to complete the Exchange Offer as provided
above, and shall comply with the applicable requirements of the Securities
Act, the Exchange Act and other applicable laws in connection with the
Exchange Offer.  Except as provided herein, the Exchange Offer shall not be
subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the staff of the
SEC.  Each Holder of Registrable Securities who wishes to exchange such
Registrable Securities for Exchange Securities in the Exchange Offer will be
required to make certain customary representations in connection therewith,
including, in the case of any Holder of Capital Securities, representations
that (i) it is not an Affiliate of the Trust or the Company, (ii) the Ex
change Securities to be received by it were acquired in the ordinary course
of its business and (iii) at the time of the Exchange Offer, it has no
arrangement with any person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Capital Securities.  The
Company and the Trust shall inform the Initial Purchasers, after consultation
with the applicable Trustees, of the names and addresses of the Holders to
whom the Exchange Offer is made, and each Initial Purchaser shall have the
right to contact such Holders and otherwise facilitate the tender of
Registrable Securities in the Exchange Offer.

             Upon consummation of the Exchange Offer in accordance with this
Section 2(a), the provisions of this Agreement shall continue to apply,
mutatis mutandis, solely with respect to  Registrable Securities that are
Private Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Company and the Trust shall have no further
obligation to register the Registrable Securities (other than Private
Exchange Securities) pursuant to Section 2(b) of this Agreement.

          (b)     Shelf Registration.  If prior to the expiration of the
Exchange Offer:  (i) the Company, the Trust or the Majority Holders reason
ably determine, after conferring with counsel (which may be in-house
counsel), that the Exchange Offer Registration provided in Section 2(a) above
is not available under applicable law and regulations and currently prevail
ing interpretations of the staff of the SEC, (ii) the Company shall determine
in good faith that there is a reasonable likelihood that, or a material uncer
tainty exists as to whether, consummation of the Exchange Offer would result
in interest payable by the Company on the Subordinated Debentures not being
deductible by the Company for United States federal income tax purposes,
(iii) the Exchange Offer Registration Statement is not declared effective
within 180 days after the Issue Date or (iv) upon the request of any Initial
Purchaser with respect to any Registrable Securities held by it, if, in the
reasonable opinion of Skadden, Arps, Slate, Meagher & Flom LLP or other
counsel experienced in such matters, such Initial Purchaser is not permitted
pursuant to applicable law or applicable interpretations of the staff of the
SEC, to participate in the Exchange Offer and thereby receive securities that
are freely tradeable without restriction under the Securities Act and
applicable blue sky or state securities laws (any of the events specified in
(i)-(iv) being a "Shelf Registration Event" and the date of occurrence
thereof, the "Shelf Registration Event Date"), then in addition to or in lieu
of effecting the registration of the Exchange Securities pursuant to the
Exchange Offer Registration Statement, the Administrative Trustees (as
defined in the Declaration) on behalf of the Trust will (x) promptly deliver
to the Holders and the Delaware Trustee (as defined in the Declaration)
written notice thereof and (y) at the Company's sole expense:  (a) as soon as
practicable after such Shelf Registration Event Date, and, in any event,
within 30 days after such Shelf Registration Event Date (but shall not be
required to do so earlier than 75 days after the Closing Time), file a Shelf
Registration Statement providing for the sale by the Holders of all of the
Registrable Securities, and (b) shall use their best efforts to have such
Shelf Registration Statement declared effective by the SEC as soon as
practicable. No Holder of Registrable Securities shall be entitled to include
any of its Registrable Securities in any Shelf Registration pursuant to this
Agreement unless and until such Holder agrees in writing to be bound by all
of the provisions of this Agreement applicable to such Holder and furnishes
to the Company and the Trust in writing, within 15 days after receipt of a
request therefor, such information as the Company and the Trust may, after
conferring with counsel with regard to information relating to Holders that
would be required by the SEC to be included in such Shelf Registration
Statement or Prospectus included therein, reasonably request for inclusion in
any Shelf Registration Statement or Prospectus included therein.  Each Holder
as to which any Shelf Registration is being effected agrees to furnish to the
Company and the Trust all information with respect to such Holder necessary
to make the information previously furnished to the Company by such Holder
not materially misleading.

          The Company and the Trust agree to use their best efforts to keep
the Shelf Registration Statement continuously effective and usable for
resales for (a) the Rule 144(k) Period in the case of a Shelf Registration
Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in
the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv)
(subject in each case to extension pursuant to the last paragraph of Section
3 hereof), or for such shorter period which will terminate when all of the
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be outstanding
(the "Effectiveness Period").  The Company and the Trust shall not permit any
securities other than Registrable Securities to be included in the Shelf
Registration.  The Company and the Trust will, in the event a Shelf Registra
tion Statement is declared effective, provide to each Holder a reasonable
number of copies of the Prospectus which is a part of the Shelf Registration
Statement, notify each such Holder when the Shelf Registration has become
effective and take certain other actions as are required to permit certain
unrestricted resales of the Registrable Securities.  The Company and the
Trust further agree, if necessary, to supplement or amend the Shelf Registra
tion Statement, if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registrations, and the Company and the Trust
agree to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

          (c)     Expenses.  The Company, as issuer of the Subordinated
Debentures, shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and/or 2(b) hereof and will reimburse
the Initial Purchasers for the reasonable fees and disbursements of Skadden,
Arps, Slate, Meagher & Flom LLP, counsel for the Initial Purchasers, incurred
in connection with the Exchange Offer and, if applicable, the Private
Exchange, and either Skadden, Arps, Slate, Meagher & Flom LLP or any one
other counsel designated in writing by the Majority Holders to act as counsel
for the Holders of the Registrable Securities in connection with a Shelf
Registration Statement, which other counsel shall be reasonably satisfactory
to the Company.  Except as provided herein, each Holder shall pay all
expenses of its counsel, underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Regis
trable Securities pursuant to the Shelf Registration Statement.

          (d)     Effective Registration Statement.  An Exchange Offer
Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to
have become effective unless it has been declared effective by the SEC;
provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to such Exchange Offer
Registration Statement or Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Registration Statement will be
deemed not to have been effective during the period of such interference,
until the offering of Registrable Securities pursuant to such Registration
Statement may legally resume.  The Company and the Trust will be deemed not
to have used their best efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become,
or to remain, effective during the requisite period if either of them volun
tarily take any action that would result in any such Registration Statement
not being declared effective or that would result in the Holders of
Registrable Securities covered thereby not being able to exchange or offer
and sell such Registrable Securities during that period unless such action is
required by applicable law.

         (_) (e)     Liquidated Damages.  If:

               (i)  neither the Exchange Offer Registration Statement is
filed with the SEC on or prior to the 150th day after the Issue Date nor a
Shelf Registration Statement is filed with the SEC on or prior to the 45th
day after the Shelf Registration Event Date in respect of a Shelf
Registration Event attributable to any of the events set forth in Sections
2(b)(i), (ii) and (iii) then commencing on the day after the applicable re
quired filing date, liquidated damages ("Liquidated Damages") shall accrue on
the principal amount of the Subordinated Debentures, and additional distribu
tions ("Additional Distributions") shall accumulate on the liquidation amount
of the Trust Securities (as such term is defined in the Declaration), each at
a rate of .25% per annum; or

               (ii)   neither the Exchange Offer Registration Statement nor a
Shelf Registration Statement is declared effective by the SEC on or prior to
the 180th day after the Issue Date (in the case of an Exchange Offer
Registration Statement) or on or prior to the later of (A) the 45th day after
the date such Shelf Registration Statement was required to be filed and (B)
the 180th day after the Issue Date (in the case of a Shelf Registration State
ment, in respect of a Shelf Registration Event attributable to any of the
events set forth in Sections 2(b)(i), (ii) and (iii)), then, commencing on
the 181st day after the Issue Date (in the case of an Exchange Offer Registra
tion Statement) or the later of (A) the 46th day after the day such Shelf
Registration Statement was required to be filed and (B) the 181st day after
the Issue Date (in the case of a Shelf Registration Statement in respect of a
Shelf Registration Event attributable to any of the events set forth in
Sections 2(b)(i), (ii) and (iii)), Liquidated Damages shall accrue on the
principal amount of the Subordinated Debentures, and Additional Distributions
shall accumulate on the liquidation amount of the Trust Securities, each at a
rate of .25(_)% per annum;

               (iii) (A) the Trust has not exchanged Exchange Capital
Securities for all Capital Securities validly tendered or the Company has not
exchanged Exchange Guarantees or Exchange Subordinated Debentures for all
Guarantees or Subordinated Debentures, as the case may be, validly tendered,
in accordance with the terms of the Exchange Offer on or prior to the 45th
day after the date on which the Exchange Offer Registration Statement was
declared effective or (B) if applicable, the Shelf Registration Statement in
respect of a Shelf Registration Event attributable to any of the events set
forth in Sections 2(b)(i), (ii) and (iii) has been declared effective and
such Shelf Registration Statement ceases to be effective or available to a
Holder of Registrable Securities for use in connection with the sale of such
Registrable Securities (whether as a result of an event contemplated by
Section 3(e) or otherwise) at any time prior to the expiration of the Rule
144(k) Period (other than after such time as all Securities have been
disposed of thereunder or otherwise cease to be Registrable Securities) and
continues to be so unavailable for a period exceeding 30 consecutive days or
an aggregate of 90 days (whether or not consecutive) in any 360 day period,
then Liquidated Damages shall accrue on the principal amount of Subordinated
Debentures, and Additional Distributions shall accumulate on the liquidation
amount of the Trust Securities, each at a rate of .25% per annum commencing
on (x) the 46th day after such effective date, in the case of (A) above, or
(y) the 31st consecutive day or the 91st day in any 360 day period after the
day such Shelf Registration Statement ceases to be effective or available in
the case of (B) above;
provided, however, that neither the Liquidated Damages rate on the Subordinat
ed Debentures, nor the Additional Distribution rate on the liquidation amount
of the Trust Securities, may exceed in the aggregate .25% per annum;
provided, further, however, that (1) upon the filing of the Exchange Offer
Registration Statement or a Shelf Registration Statement (in the case of
clause (i) above), (2) upon the effectiveness of the Exchange Offer Regis
tration Statement or a Shelf Registration Statement (in the case of clause
(ii) above), or (3) upon the exchange of Exchange Capital Securities,
Exchange Guarantees and Exchange Debentures for all Capital Securities,
Guarantees and Subordinated Debentures tendered (in the case of clause
(iii)(A) above), or at such time as the Shelf Registration Statement which
had ceased to remain effective or available for use again becomes effective
and available for use (in the case of clause (iii)(B) above), Liquidated
Damages on the principal amount of the Subordinated Debentures and Additional
Distributions on the liquidation amount of the Trust Securities as a result
of such clause (or the relevant subclause thereof) shall cease to accrue and
accumulate.

     Any amounts of Liquidated Damages and Additional Distributions due
pursuant to Section 2(e)(i), (ii) or (iii) above will be payable in cash on
the next succeeding June 1 and December 1, as the case may be, to Holders on
the relevant record dates for the payment of interest and distributions
pursuant to the Indenture and the Declaration, respectively.

          (f)     Specific Enforcement.  Without limiting the remedies
available to the Holders, the Company and the Trust acknowledge that any
failure by the Company or the Trust to comply with its obligations under
Section 2(a) and Section 2(b) hereof may result in material irreparable
injury to the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, any Holder may obtain such relief as
may be required to specifically enforce the Company's and the Trust's obliga
tions under Section 2(a) and Section 2(b) hereof.

     3.     Registration Procedures.  In connection with the obligations of
the Company and the Trust with respect to the Registration Statements
pursuant to Sections 2(a) and 2(b) hereof, the Company and the Trust shall
use their best efforts to:

     (a)   prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within
the relevant time period specified in Section 2 hereof on the appropriate
form under the Securities Act, which form (i) shall be selected by the
Company and the Trust, (ii) shall, in the case of a Shelf Registration, be
available for the sale of the Registrable Securities by the selling Holders
thereof and, in the case of an Exchange Offer, be available for the exchange
of Registrable Securities, and (iii) shall comply as to form in all material
respects with the requirements of the applicable form and include all finan
cial statements required by the SEC to be filed therewith; and use its best
efforts to cause such Registration Statement to become effective and remain
effective (and, in the case of a Shelf Registration Statement, available for
use) in accordance with Section 2 hereof; provided, however, that if (1) such
filing is pursuant to Section 2(b), or (2) a Prospectus contained in an Ex
change Offer Registration Statement filed pursuant to Section 2(a) is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities, before filing any Regis
tration Statement or Prospectus or any amendments or supplements thereto, the
Company and the Trust shall furnish to and afford the Holders of the
Registrable Securities and each such Participating Broker-Dealer, as the case
may be, covered by such Registration Statement, their counsel and the
managing underwriters, if any, a reasonable opportunity to review copies of
all such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed.  The
Company and the Trust shall not file any Registration Statement or Prospectus
or any amendments or supplements thereto in respect of which the Holders must
be afforded an opportunity to review prior to the filing of such document if
the Majority Holders or such Participating Broker-Dealer, as the case may be,
their counsel or the managing underwriters, if any, shall reasonably object;

     (b)   prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the Effectiveness Period or the
Applicable Period, as the case may be; and cause each Prospectus to be supple
mented, if so determined by the Company or the Trust or requested by the SEC,
by any required prospectus supplement and as so supplemented to be filed
pursuant to Rule 424 (or any similar provision then in force) under the
Securities Act, and comply with the provisions of the Securities Act, the Ex
change Act and the rules and regulations promulgated thereunder applicable to
it with respect to the disposition of all securities covered by each
Registration Statement during the Effectiveness Period or the Applicable
Period, as the case may be, in accordance with the intended method or methods
of distribution by the selling Holders thereof described in this Agreement
(including sales by any Participating Broker-Dealer);

     (c)   in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities included in the Shelf Registration Statement, at least
three Business Days prior to filing, that a Shelf Registration Statement with
respect to the Registrable Securities is being filed and advising such Holder
that the distribution of Registrable Securities will be made in accordance
with the method selected by the Majority Holders; and (ii) furnish to each
Holder of Registrable Securities included in the Shelf Registration Statement
and to each underwriter of an underwritten offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus,
including each preliminary Prospectus, and any amendment or supplement
thereto and such other documents as such Holder or underwriter may reasonably
request, in order to facilitate the public sale or other disposition of the
Registrable Securities; and (iii) consent to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of Registrable
Securities included in the Shelf Registration Statement in connection with
the offering and sale of the Registrable Securities covered by the Prospectus
or any amendment or supplement thereto;

     (d)   in the case of a Shelf Registration, register or qualify the
Registrable Securities under all applicable state securities or "blue sky"
laws of such jurisdictions by the time the applicable Registration Statement
is declared effective by the SEC as any Holder of Registrable Securities
covered by a Registration Statement and each underwriter of an underwritten
offering of Registrable Securities shall reasonably request in writing in
advance of such date of effectiveness, and do any and all other acts and
things which may be reasonably necessary or advisable to enable such Holder
and underwriter to consummate the disposition in each such jurisdiction of
such Registrable Securities owned by such Holder; provided, however, that the
Company and the Trust shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3(d), (ii) file any
general consent to service of process in any jurisdiction where it would not
otherwise be subject to such service of process or (iii) subject itself to
taxation in any such jurisdiction if it is not then so subject;

     (e)   (1) in the case of a Shelf Registration or (2) if Participating
Broker-Dealers from whom the Company or the Trust has received prior written
notice that they will be utilizing the Prospectus contained in the Exchange
Offer Registration Statement as provided in Section 3(t) hereof, are seeking
to sell Exchange Securities and are required to deliver Prospectuses,
promptly notify each Holder of Registrable Securities, or such Participating
Broker-Dealers, as the case may be, their counsel and the managing underwrit
ers, if any, and promptly confirm such notice in writing (i) when a Registra
tion Statement has become effective and when any post-effective amendments
and supplements thereto become effective, (ii) of any request by the SEC or
any state securities authority for amendments and supplements to a
Registration Statement or Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the SEC
or any state securities authority of any stop order suspending the effec
tiveness of a Registration Statement or the qualification of the Registrable
Securities or the Exchange Securities to be offered or sold by any
Participating Broker-Dealer in any jurisdiction described in paragraph 3(d)
hereof or the initiation of any proceedings for that purpose, (iv) in the
case of a Shelf Registration, if, between the effective date of a Registra
tion Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company and the Trust
contained in any purchase agreement, securities sales agreement or other simi
lar agreement, cease to be true and correct in all material respects, (v) of
the happening of any event or the failure of any event to occur or the
discovery of any facts or otherwise, during the Effectiveness Period which
makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or which causes such Registration
Statement or Prospectus to omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they
were made, not misleading, and (vi) the Company and the Trust's reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate;

     (f)   make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
possible moment;

     (g)   in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities included within the coverage of such Shelf
Registration Statement, without charge, at least one conformed copy of each
Registration Statement relating to such Shelf Registration and any
post-effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);

     (h)   in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends and in such denominations (consistent
with the provisions of the Indenture and the Declaration) and registered in
such names as the selling Holders or the underwriters may reasonably request
at least two Business Days prior to the closing of any sale of Registrable
Securities pursuant to such Shelf Registration Statement;

     (i)   in the case of a Shelf Registration or an Exchange Offer
Registration, upon the occurrence of any circumstance contemplated by Section
3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, use its best efforts to
prepare a supplement or post-effective amendment to such Registration State
ment or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and to notify each
Holder to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and each Holder hereby agrees to suspend the
sale of Securities pursuant to such Prospectus until the Company has amended
or supplemented such Prospectus to correct such misstatement or omission and
has furnished copies of the amended or supplemented prospectus to such holder
(or Participating Broker-Dealer, as the case may be) or the Company has given
notice that the sale of the Securities may be resumed, as the case may be;

     (j)   in the case of a Shelf Registration, a reasonable time prior to
the filing of any document which is to be incorporated by reference into a
Registration Statement or a Prospectus after the initial filing of a
Registration Statement, provide a reasonable number of copies of such
document to the Holders; and make such of the representatives of the Company
and the Trust as shall be reasonably requested by the Holders of Registrable
Securities or an Initial Purchaser on behalf of such Holders available for
discussion of such document;

     (k)   obtain a CUSIP number for all Exchange Capital Securities and the
Capital Securities (and if the Trust has made a distribution of the
Subordinated Debentures to the Holders of the Capital Securities, the
Subordinated Debentures or the Exchange Debentures) as the case may be, not
later than the effective date of a Registration Statement, and provide the
Trustee with printed certificates for the Exchange Securities or the
Registrable Securities, as the case may be, in a form eligible for deposit
with the Depositary;

     (l)   cause the Indenture, the Declaration, the Guarantee and the
Exchange Guarantee to be qualified under the Trust Indenture Act of 1939 (the
"TIA") in connection with the registration of the Exchange Securities or
Registrable Securities, as the case may be, and effect such changes to such
documents as may be required for them to be so qualified in accordance with
the terms of the TIA and execute, and use its best efforts to cause the
relevant trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC
to enable such documents to be so qualified in a timely manner;

     (m)   in the case of a Shelf Registration, enter into such agreements
(including underwriting agreements) as are customary in underwritten
offerings and take all such other appropriate actions as are reasonably
requested in order to expedite or facilitate the registration or the
disposition of such Registrable Securities, and in such connection, whether
or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration, if requested by (x) an Initial
Purchaser, in the case where such Initial Purchaser holds Securities acquired
by it as part of its initial allotment and (y) other Holders of the
Registrable Securities covered thereby:  (i) make such representations and
warranties to Holders of such Registrable Securities and the underwriters (if
any), with respect to the business of the Trust, the Company and its
subsidiaries as then conducted and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested;
(ii) obtain opinions of counsel to the Company and the Trust and updates
thereof (which may be in the form of a reliance letter) in form and substance
reasonably satisfactory to the managing underwriters (if any) and the Holders
of a majority in principal amount of the Registrable Securities being sold,
addressed to each selling Holder and the underwriters (if any) covering the
matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by such underwriters
(it being agreed that the matters to be covered by such opinion may be sub
ject to customary qualifications and exceptions); (iii) obtain "cold comfort"
letters and updates thereof in form and substance reasonably satisfactory to
the managing underwriters from the independent certified public accountants
of the Company and the Trust (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company and the Trust
or of any business acquired by the Company and the Trust for which financial
statements and financial data are, or are required to be, included in the
Registration Statement), addressed to each of the underwriters, such letters
to be in customary form and covering matters of the type customarily covered
in "cold comfort" letters in connection with underwritten offerings and such
other matters as reasonably requested by such underwriters in accordance with
Statement on Auditing Standards No. 72; and (iv) if an underwriting agreement
is entered into, the same shall contain indemnification provisions and
procedures no less favorable to the underwriters and the Holders of
Registrable Securities than those set forth in Section 4 hereof (or such
other provisions and procedures acceptable to Holders of a majority in
aggregate principal amount or liquidation amount, as the case may be, of
Registrable Securities covered by such Registration Statement and the manag
ing underwriters and agents) customary for such agreements with respect to
all parties to be indemnified pursuant to said Section (including, without
limitation, such underwriters and selling Holders).  The above shall be done
at each closing under such underwriting agreement, or as and to the extent re
quired thereunder;

     (n)   if (1) a Shelf Registration is filed pursuant to Section 2(b) or
(2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period, make reasonably available for inspection by any
selling Holder of such Registrable Securities being sold, or each such
Participating Broker-Dealer, as the case may be, any underwriter participat
ing in any such disposition of Registrable Securities, if any, and any
attorney, accountant or other agent retained by any such selling Holder or
each such Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the "Inspectors"), at the offices where normally kept, during
reasonable business hours, all financial and other records, pertinent
corporate documents and properties of the Trust, the Company and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary
to enable them to exercise any applicable due diligence responsibilities, and
cause the officers, directors and employees of the Trust, the Company and its
subsidiaries to supply all relevant information in each case reasonably
requested by any such Inspector in connection with such Registration State
ment; provided, however, that the foregoing inspection and information
gathering shall be coordinated on behalf of the Purchasers by the
Representatives and on behalf of the other parties, by one counsel designated
by the Representatives and on behalf of such other parties as described in
Section 2(c) hereof.  Records which the Company and the Trust determine, in
good faith, to be confidential and any records which it notifies the Inspec
tors are confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a material mis
statement or omission in such Registration Statement, (ii) the release of
such Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction or is necessary in connection with any action, suit or
proceeding or (iii) the information in such Records has been made generally
available to the public.  Each selling Holder of such Registrable Securities
and each such Participating Broker-Dealer will be required to agree in
writing that information obtained by it as a result of such inspections shall
be deemed confidential and shall not be used by it as the basis for any
market transactions in the securities of the Trust or the Company unless and
until such is made generally available to the public.  Each selling Holder of
such Registrable Securities and each such Participating Broker-Dealer will be
required to further agree in writing that it will, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction,
give notice to the Company and allow the Company at its expense to undertake
appropriate action to prevent disclosure of the Records deemed confidential;

     (o)   comply with all applicable rules and regulations of the SEC so
long as any provision of this Agreement shall be applicable and make
generally available to its securityholders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-
month period if such period is a fiscal year) (i) commencing at the end of
any fiscal quarter in which Registrable Securities are sold to underwriters
in a firm commitment or best efforts underwritten offering and (ii) if not
sold to underwriters in such an offering, commencing on the first day of the
first fiscal quarter of the Company after the effective date of a Regis
tration Statement, which statements shall cover said 12-month periods;

     (p)   upon consummation of an Exchange Offer or a Private Exchange, if
requested by a Trustee, obtain an opinion of counsel to the Company addressed
to the Trustee for the benefit of all Holders of Registrable Securities
participating in the Exchange Offer or the Private Exchange, as the case may
be, substantially to the effect that (i) the Company and the Trust, as the
case requires, has duly authorized, executed and delivered the Exchange
Securities and Private Exchange Securities, and (ii) each of the Exchange
Securities or the Private Exchange Securities, as the case may be,
constitutes a legal, valid and binding obligation of the Company or the
Trust, as the case requires, enforceable against the Company or the Trust, as
the case requires, in accordance with its respective terms (in each case,
with customary exceptions);

     (q)   if an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Securities by Holders to the Company or the
Trust, as applicable (or to such other Person as directed by the Company or
the Trust, respectively), in exchange for the Exchange Securities or the Pri
vate Exchange Securities, as the case may be, the Company or the Trust, as
applicable, shall mark, or cause to be marked, on such Registrable Securities
delivered by such Holders that such Registrable Securities are being
cancelled in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be; in no event shall such Registrable Securities
be marked as paid or otherwise satisfied;

     (r)   cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD;

     (s)   use its best efforts to take all other steps necessary to effect
the registration of the Registrable Securities covered by a Registration
Statement contemplated hereby;

     (t)   (A)  in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan
of Distribution," which section shall be reasonably acceptable to the Initial
Purchasers or another representative of the Participating Broker-Dealers, and
which shall contain a summary statement of the positions taken or policies
made by the staff of the SEC with respect to the potential "underwriter"
status of any broker-dealer (a "Participating Broker-Dealer") that holds
Registrable Securities acquired for its own account as a result of market-
making activities or other trading activities and that will be the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Securities to be received by such broker-dealer in the Exchange Offer,
whether such positions or policies have been publicly disseminated by the
staff of the SEC or such positions or policies, in the reasonable judgment of
the Initial Purchasers or such other representative, represent the prevailing
views of the staff of the SEC, including a statement that any such broker-
dealer who receives Exchange Securities for Registrable Securities pursuant
to the Exchange Offer may be deemed a statutory underwriter and must deliver
a prospectus meeting the requirements of the Securities Act in connection
with any resale of such Exchange Securities, (ii) furnish to each
Participating Broker-Dealer who has delivered to the Company the notice
referred to in Section 3(e), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including
any preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request (each of the Company and
the Trust hereby consents to the use of the Prospectus forming part of the
Exchange Offer Registration Statement or any amendment or supplement thereto
by any Person subject to the prospectus delivery requirements of the
Securities Act, including all Participating Broker-Dealers, in connection
with the sale or transfer of the Exchange Securities covered by the Prospec
tus or any amendment or supplement thereto), (iii) use its best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the Prospectus contained therein in order to permit such Prospec
tus to be lawfully delivered by all Persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such
Persons must comply with such requirements under the Securities Act and
applicable rules and regulations in order to resell the Exchange Securities;
provided, however, that such period shall not be required to exceed 180 days
(or such longer period if extended pursuant to the last sentence of Section 3
hereof) (the "Applicable Period"), and (iv) include in the transmittal letter
or similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer (x) the following provision:

          "If the exchange offeree is a broker-dealer holding
     Registrable Securities acquired for its own account as a
     result of market-making activities or other trading
     activities, it will deliver a prospectus meeting the re
     quirements of the Securities Act in connection with any resale
     of Exchange Securities received in respect of such Registrable
     Securities pursuant to the Exchange Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer
will not be deemed to admit that it is an underwriter within the meaning of
the Securities Act; and

          (B) in the case of any Exchange Offer Registration Statement, the
     Company and the Trust agree to deliver to the Initial Purchasers or to
     another representative of the Participating Broker-Dealers, if requested
     by an Initial Purchaser or such other representative of the Participat
     ing Broker-Dealers, on behalf of the Participating  Broker-Dealers upon
     consummation of the Exchange Offer (i) an opinion of counsel in form and
     substance reasonably satisfactory to the Initial Purchasers or such
     other representative of the Participating Broker-  Dealers, covering the
     matters customarily covered in opinions requested  in connection with
     Exchange Offer Registration Statements and such   other matters as may
     be reasonably requested (it being agreed that the  matters to be covered
     by such opinion may be subject to customary  qualifications and
     exceptions), (ii) an officers' certificate contain  ing certifications
     substantially similar to those set forth in Section  5(f) of the Pur
     chase Agreement and such additional certifications as are customarily
     delivered in a public offering of debt securities and (iii) as well as
     upon the effectiveness of the Exchange Offer Registration Statement, a
     comfort letter, in each case, in customary form if permitted by
     Statement on Auditing Standards No. 72.

     The Company or the Trust may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company or the Trust, as applicable, such information regarding such seller
as may be required by the staff of the SEC to be included in a Registration
Statement.  The Company or the Trust may exclude from such registration the
Registrable Securities of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request.  The
Company shall have no obligation to register under the Securities Act the
Registrable Securities of a seller who so fails to furnish such information.

     In the case of a Shelf Registration Statement, or if Participating
Broker-Dealers who have notified the Company and the Trust that they will be
utilizing the Prospectus contained in the Exchange Offer Registration
Statement as provided in Section 3(t) hereof, are seeking to sell Exchange
Securities and are required to deliver Prospectuses, each Holder agrees that,
upon receipt of any notice from the Company or the Trust of the happening of
any event of the kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or
3(e)(vi) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof or until it is advised in writing (the
"Advice") by the Company and the Trust that the use of the applicable Prospec
tus may be resumed, and, if so directed by the Company and the Trust, such
Holder will deliver to the Company or the Trust (at the Company's or the
Trust's expense, as the case requires) all copies in such Holder's posses
sion, other than permanent file copies then in such Holder's possession, of
the Prospectus covering such Registrable Securities or Exchange Securities,
as the case may be, current at the time of receipt of such notice.  If the
Company or the Trust shall give any such notice to suspend the disposition of
Registrable Securities or Exchange Securities, as the case may be, pursuant
to a Registration Statement, the Company and the Trust shall use their best
efforts to file and have declared effective (if an amendment) as soon as
practicable an amendment or supplement to the Registration Statement and
shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days in the
period from and including the date of the giving of such notice to and
including the date when the Company and the Trust shall have made available
to the Holders (x) copies of the supplemented or amended Prospectus necessary
to resume such dispositions or (y) the Advice.

     4.   Indemnification and Contribution.  (a) In connection with any
Registration Statement, the Company and the Trust agree, jointly and
severally, to indemnify and hold harmless each Initial Purchaser, each
Holder, each underwriter who participates in an offering of the Registrable
Securities, each Participating Broker-Dealer, each agent, employee, officer
and director of any of the foregoing parties and each person that controls
each of the foregoing parties within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, and agents, employees, offi
cers and directors of any such controlling person (each, a "Section 4(a)
Indemnified Party") from and against any and all losses, claims, damages,
judgments, liabilities and expenses (including the reasonable fees and
expenses of counsel and other expenses in connection with investigating,
defending or settling any such action or claim) as they are incurred which
arise out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement covering
Registrable Securities or Exchange Securities or any amendment or supplement
thereto or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except (i) the Company and the
Trust shall not be liable to any Section 4(a) Indemnified Party in any such
case insofar as such losses, claims, damages, judgments, liabilities or
expenses arise out of, or are based upon, any such untrue statement or
omission or alleged untrue statement or omission based upon information fur
nished in writing by such Holder, Initial Purchaser, Participating Broker-
Dealer or any underwriter to the Company or the Trust expressly for use
therein and (ii) the Company and the Trust shall not be liable to any Section
4(a) Indemnified Party under the indemnity agreement in this Section 4(a)
with respect to any untrue statement or alleged untrue statement or omission
or alleged omission in any preliminary Prospectus to the extent that any such
loss, claim, damage, judgment, liability or expense of any Holder, Initial
Purchaser, Participating Broker-Dealer, any underwriter or controlling person
results from the fact that such Holder, Initial Purchaser, any underwriter or
Participating Broker-Dealer sold Securities to a person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy
of the final Prospectus as then amended or supplemented if the Company had
previously furnished copies thereof to such Holder, Initial Purchaser, under
writer or Participating Broker-Dealer and the loss, claim, damage, judgment,
liability or expense of such Holder, Initial Purchaser, underwriter, Partic
ipating Broker-Dealer or controlling person results from an untrue statement
or omission of a material fact contained in the preliminary Prospectus which
was corrected in the final Prospectus.

          (b)     If any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against
any Section 4(a) Indemnified Party with respect to which indemnity may be
sought against the Company and the Trust pursuant to this Section 4, such
Section 4(a) Indemnified Party shall promptly notify the Company and the
Trust in writing, and the Company and the Trust shall have the right to
assume the defense thereof, including the employment of counsel reasonably
satisfactory to such Section 4(a) Indemnified Party and payment of all fees
and expenses; provided, however, that the omission so to notify the Company
and the Trust shall not relieve the Company or the Trust from any liability
that they may have to any Section 4(a) Indemnified Party (except to the
extent that the Company and the Trust are materially prejudiced or otherwise
forfeit substantive rights or defenses by reason of such failure).  A Section
4(a) Indemnified Party shall have the right to employ separate counsel in any
such action or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Section
4(a) Indemnified Party unless (i) the Company and the Trust agree in writing
to pay such fees and expenses, (ii) the Company and the Trust have failed
promptly to assume the defense and employ counsel satisfactory to the Section
4(a) Indemnified Party or (iii) the named parties to any such action or
proceeding (including any unpleaded parties) include the Section 4(a)
Indemnified Party and the Company and/or the Trust and such Section 4(a)
Indemnified Party shall have been advised in writing by its counsel that
representation of them and the Company and/or the Trust by the same counsel
would be inappropriate under applicable standards of professional conduct
(whether or not such representation has been proposed) due to actual or
potential differing interests between them (in which case the Company and/or
the Trust shall not have the right to assume the defense of such action on
behalf of such Section 4(a) Indemnified Party).  It is understood that the
Company and the Trust shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdic
tion arising out of the same general allegations or circumstances, be liable
for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Section 4(a) Indemnified
Party, and that all such fees and expenses shall be reimbursed as they are
incurred.  The Company and the Trust shall not be liable for any settlement
of any such action effected without the written consent of the Company and
the Trust, but if settled with the written consent of the Company and the
Trust, or if there is a final judgment with respect thereto, the Company and
the Trust agree to indemnify and hold harmless each Section 4(a) Indemnified
Party from and against any loss or liability by reason of such settlement or
judgment.  The Company and the Trust shall not, without the prior written
consent of each Section 4(a) Indemnified Party affected thereby, effect any
settlement of any pending or threatened proceeding in which such Section 4(a)
Indemnified Party has sought indemnity hereunder, unless such settlement
includes an unconditional release of such Section 4(a) Indemnified Party from
all liability arising out of such action, claim, litigation or proceeding.

          (c)     Each Holder agrees to indemnify and hold harmless the
Company, the Trust, any underwriter and the other selling Holders and each of
their respective directors, officers (including each officer of the Company
and the Trust who signed the Registration Statement) and any person control
ling the Company, the Trust, any underwriter or any other selling Holder
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
(each such party, a "Section 4(c) Indemnified Party") to the same extent as
the foregoing indemnity from the Company and the Trust to any Section 4(a)
Indemnified Party, but only with respect to information furnished to the
Company or the Trust in writing by such Holder, expressly for use in the
Registration Statement, Prospectus (or any amendment or supplement thereto),
or any preliminary Prospectus, provided, however, that, in the case of a
Shelf Registration Statement, no such Holder shall be liable for any amount
hereunder in excess of the amount by which the net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Shelf Regis
tration Statement exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  In case any action shall be
brought against any Section 4(c) Indemnified Party based on the Registration
Statement, Prospectus (or any amendment or supplement thereto), or any
preliminary Prospectus and in respect of which indemnification may be sought
against each Holder pursuant to this Section 4(c), each Holder shall have the
rights and duties given to the Company and the Trust by Section 4(a) (except
that if the Company and the Trust shall have assumed the defense thereof,
each Holder may, but shall not be required to, employ separate counsel
therein and participate in the defense thereof and the fees and expenses of
such counsel shall be at the expense of the Holder) and the Section 4(c)
Indemnified Parties shall have the rights and duties given to the Section
4(a) Indemnified Parties by Section 4(b).

          (d)     If the indemnification provided for in this Section 4 is
unavailable to any party entitled to indemnification pursuant to Section 4(a)
or 4(c), then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, judgments,
liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the Company and the Trust, on the one hand, and each Hold
er, on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages, judgments, liabilities or expenses,
as well as any other relevant equitable considerations.  The relative fault
of the Company and the Trust, on the one hand, and each Holder, on the other,
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or the Trust, on the one hand, or by each Holder, on the other, and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

          (e)     The Company, the Trust and each Holder agree that it would
not be just and equitable if contribution pursuant to Section 4(d) were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in Section
4(d).  No person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not found guilty of such fraudulent misrepresentation.

          (f)     The indemnity and contribution agreements contained in this
Section 4 are in addition to any liability that any indemnifying party may
otherwise have to any indemnified party.

     (5)     Miscellaneous.

          (a)     Rule 144 and Rule 144A.  For so long as the Company or the
Trust is subject to the reporting requirements of Section 13 or 15 of the
Exchange Act and any Registrable Securities remain outstanding, each of the
Company and the Trust, as the case may be, will use its best efforts to file
the reports required to be filed by it under the Securities Act and Section
13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by
the SEC thereunder, or, if it ceases to be so required to file such reports,
it will, upon the request of any Holder of Registrable Securities (a) make
publicly available such information as is necessary to permit sales of its
securities pursuant to Rule 144 under the Securities Act, (b) deliver such
information to a prospective purchaser as is necessary to permit sales of its
securities pursuant to Rule 144A under the Securities Act and it will take
such further action as any Holder of Registrable Securities may reasonably
request, and (c) take such further action that is reasonable in the circum
stances, in each case, to the extent required from time to time to enable
such Holder to sell its Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule
144 under the Securities Act, as such rule may be amended from time to time,
(ii) Rule 144A under the Securities Act, as such rule may be amended from
time to time, or (iii) any similar rules or regulations hereafter adopted by
the SEC.  Upon the request of any Holder of Registrable Securities, each of
the Company and the Trust will deliver to such Holder a written statement as
to whether it has complied with such requirements.

          (b)     No Inconsistent Agreements.  The Company or the Trust has
not entered into, nor will the Company or the Trust on or after the date of
this Agreement enter into, any agreement which is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.  The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's or the Trust's other
issued and outstanding securities under any such agreements.

          (c)     Amendments and Waivers.  The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company and the Trust has obtained the
written consent of Holders of at least a majority in aggregate principal
amount of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or departure; provided that no amendment,
modification or supplement or waiver or consent to the departure with respect
to the provisions of Section 4 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such
Holder of Registrable Securities.  Notwithstanding the foregoing sentence,
(i) this Agreement may be amended, without the consent of any Holder of
Registrable Securities, by written agreement signed by the Company, the Trust
and Smith Barney, to cure any ambiguity, correct or supplement any provision
of this Agreement that may be inconsistent with any other provision of this
Agreement or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with
other provisions of this Agreement, (ii) this Agreement may be amended,
modified or supplemented, and waivers and consents to departures from the
provisions hereof may be given by written agreement signed by the Company,
the Trust and Smith Barney to the extent that any such amendment, modifica
tion, supplement, waiver or consent is, in their reasonable judgment, neces
sary or appropriate to comply with applicable law (including any interpre
tation of the Staff of the SEC) or any change therein and (iii) to the extent
any provision of this Agreement relates to the Initial Purchaser, such
provision may be amended, modified or supplemented, and waivers or consents
to departures from such provisions may be given, by written agreement signed
by Smith Barney, the Company and the Trust.


          (d)     Notices.  All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder
to the Company or the Trust by means of a notice given in accordance with the
provisions of this Section 7(d), which address initially is, with respect to
the Initial Purchasers, the address set forth in the Purchase Agreement; and
(ii) if to the Company or the Trust, initially at the Company's address set
forth in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 7(d).

          All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied;
and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

          Copies of all such notices, demands, or other communications shall
be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

          (e)     Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the respective successors, assigns and
transferees of the Initial Purchasers, including, without limitation and
without the need for an express assignment, subsequent Holders; provided,
however, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the
terms of the Purchase Agreement or the Indenture.  If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Registrable Securities, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof.

          (f)     Third Party Beneficiary.  Each of the Initial Purchasers
shall be a third party beneficiary of the agreements made hereunder between
the Company and the Trust, on the one hand, and the Holders, on the other
hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
or the rights of Holders hereunder.

          (g)     Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

          (h)     Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

          (i)     GOVERNING LAW.  THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
MADE IN THE STATE OF NEW YORK.  THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS.  EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

          (j)     Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.

          (k)     Securities Held by the Company, the Trust or its Affili
ates.  Whenever the consent or approval of Holders of a specified percentage
of Registrable Securities is required hereunder, Registrable Securities held
by the Company, the Trust or its Affiliates shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


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

                             PUGET SOUND ENERGY, INC.


                             By:     /s/ Donald E. Gaines
                             Name:   Donald E. Gaines
                             Title:  Treasurer



                             PUGET SOUND ENERGY CAPITAL
                             TRUST I


                             By:     /s/ Donald E. Gaines
                             Name:   Donald E. Gaines
                             Title:  Administrative Trustee









Confirmed and accepted as of
     the date first above
     written:

SMITH BARNEY INC.
GOLDMAN, SACHS & CO.
SALOMON BROTHERS INC


By:  SMITH BARNEY INC.




By:   /s/ Robert L. Gaeckle
     Name:  Robert L. Gaeckle
     Title: Managing Director