DEFERRED COMPENSATION PLAN

Exhibit 10.41

PUGET SOUND ENERGY, INC.

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

As Amended and Restated

Effective January 1, 2009

TABLE OF CONTENTS

As Amended and Restated Effective January 1, 2009

The growth and success of Puget Sound Energy, Inc. (the "Company") depends on its ability to attract and retain the services of Directors of the highest competence, and to provide incentives that motivate the continued and effective service and contributions of such Directors.  The purpose of this Plan is to advance the interests of the Company and its shareholders through a deferred compensation program designed to attract, motivate and retain such non-employee Directors.  This Plan shall be unfunded for tax purposes.

This Plan was originally effective June 16, 1997 and was most recently amended and restated effective October 1, 2000.  This amendment and restatement is effective for all amounts deferred on or after January 1, 2005 that remain unpaid as of January 1, 2009.  All amounts earned and vested as of December 31, 2004 (including with respect to the Director Stock Plan Deferral Account) shall continue to be governed by the terms of the Plan in place as of December 31, 2004 or any earlier date, as applicable, in accordance with then applicable IRS guidance.  All amounts earned or vested from January 1, 2005 through December 31, 2008 (including with respect to the Director Stock Plan Deferral Account) shall be governed by this amendment and restatement, as modified by the operations of the Plan during such period in accordance with Code Section 409A and then applicable IRS guidance (including transition relief).  No amendment to this Plan on and after January 1, 2005 is intended to, nor shall it be deemed to, apply to other than the terms and conditions of this Plan in effect prior to January 1, 2005 unless expressly provided by such amendment.

For purposes of this Plan the following words and phrases shall have the meanings indicated, unless a different meaning is clearly indicated by the context:

"Account Balance" shall mean a credit on the records of the Company equal to the sum of the balances in a Participant's Deferral Account.  The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely for the determination of the amounts due to a Participant or Beneficiary under this Plan.

"Annual Deferral Amount" shall mean that portion of Directors Fees that the Participant elects to defer, in accordance with Article 3, for any Plan Year.  In the event a Participant dies, Retires, or suffers a Disability during a Plan Year, the Annual Deferral Amount for the year shall be the amount actually deferred prior to such event.

"Beneficiary" shall mean one or more individuals, trusts, estates or other entities designated in accordance with Article 9 to receive benefits under this Plan upon the death of a Participant.

"Board" shall mean the board of directors of the Company.

"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

"Committee" shall mean the committee described in Article 11, and if an Administrative Committee has been appointed pursuant to Article 11 shall include such Administrative Committee.

"Company" shall mean Puget Sound Energy, Inc., a Washington corporation, and any successor to all or substantially all of the Company’s assets or business.

"Company Stock Fund" shall mean the Measurement Fund that corresponds to the fair market value of Stock.  Reallocation of a Participant's existing Account Balance and balance in the Director Stock Plan Deferral Account to, and investment of new contributions in, the Company Stock Fund shall cease as of such date preceding the Exchange as is designated by the Committee.  Immediately following the reallocation contemplated by Section 4.2(e), the Company Stock Fund shall cease to be offered as a Measurement Fund under the Plan.

"Deferral Account" shall mean an account on the books of the Company that reflects (i)  the sum of the Participant's Annual Deferral Amounts, plus (ii) amounts credited to the Participant’s Deferral Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant's Deferral Account.

"Director" shall mean any member of the Board who is not an employee of the Company.

"Directors Fees" shall mean cash amounts payable to a Director as compensation (but not as reimbursement of expenses) for serving on the Board, including retainer fees and meeting fees.

"Director Stock Plan Deferral Account" shall mean the amount that reflects (i) the value of a Participant's deferred stock accounts transferred to this Plan from the Puget Energy, Inc. Nonemployee Director Stock Plan immediately prior to the Exchange, plus (ii) amounts credited to the Participant's Director Stock Plan Deferral Account in accordance with the applicable crediting provisions of this Plan, less (iii) all distributions made to the Participant or the Participant's Beneficiary from the Participant's Director Stock Plan Deferral Account."

"Disabled" shall mean a Participant who is "disabled" within the meaning of Code Section 409A and meets one of the following requirements:

"Disability Benefit" shall mean the benefit set forth in Article 8.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

"Exchange" means the exchange of shares of Puget Energy, Inc. for cash, as contemplated in that Agreement and Plan of Merger by and among Puget Energy, Inc., Padua Holdings LLC, Padua Intermediate Holdings Inc. and Padua Merger Sub Inc. dated as of October 25, 2007.

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

“First Plan Year” shall mean the period beginning June 16, 1997 and ending December 31, 1997.

"Interim Payment" shall mean the payment described in Section 5.1.

"Measurement Funds" shall mean the funds described in Section 4.2.

"Monthly Installment Method" shall mean a monthly installment payment over the number of months selected by the Participant in accordance with this Plan, calculated as provided in this Section.  The monthly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of monthly payments due the Participant.  By way of example, if the Participant elects a 120-month Monthly Installment Method, the first payment shall be 1/120 of the Account Balance, calculated as described in this definition.  The following month, the payment shall be 1/119 of the Account Balance, calculated as described in this definition.

"Participant" shall mean any Director who elects to participate in the Plan in accordance with Section 2.  Status as a Participant shall continue for as long as the individual has an Account Balance under the Plan, even if he or she is no longer a Director.  A spouse or former spouse of a Participant shall not be treated as a Participant even if such spouse has an interest in the Participant's benefits under the Plan.

"Plan" shall mean this Deferred Compensation Plan for Non-Employee Directors, as it may be amended from time to time.

"Plan Year" shall mean, except for the First Plan Year, a period beginning on January 1 of each year and continuing through December 31 of such year.

"Pre-Retirement Survivor Benefit" shall mean the benefit set forth in Article 7.

"Retirement", "Retire(s)" or "Retired" shall mean, with respect to a Director, "separation from service," within the meaning of Code Section 409A, as a Director for any reason other than death or Disability.

"Section 16 Insider" shall mean any participant who is, with respect to the Company, subject to Section 16 of the Exchange Act.

"Stock" shall mean the common stock of Puget Energy, Inc., that is traded on the New York Stock Exchange or the common stock of any successor to Puget Energy, Inc., that is publicly traded.  All references in the Plan to "Puget Energy, Inc." shall be deemed to include its successor.  To the extent such successor's stock is traded on an exchange other than the New York Stock Exchange, all references in the Plan to the "New York Stock Exchange" shall be deemed to include such other exchange.

"Stock Fund" shall mean the Measurement Fund that corresponds to the fair market value of Stock.

"Trust" shall mean one or more trusts established pursuant to that certain Master Trust Agreement, dated as of June 16, 1997 between the Company and the trustee named therein, as amended from time to time.

"Trustee" shall mean the financial institution acting at the time as trustee of the Trust.

"Unforeseeable Financial Emergency" shall mean, as defined by Code Section 409A, a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant's spouse or dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  For example: (a) imminent foreclosure of or eviction from the Participant's primary residence may constitute an Unforeseeable Emergency; (b) the need to pay for medical expenses, including nonrefundable deductibles, as well as for the costs of prescription drug medication, may constitute an Unforeseeable Emergency; (c) the need to pay for the funeral expenses of a spouse, a Beneficiary, or a dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)) may also constitute an Unforeseeable Emergency; and (d) the purchase of a home and the payment of college tuition are not Unforeseeable Emergencies.

"WNG Plan" shall mean the Washington Natural Gas Company Deferred Compensation Plan, as amended and restated effective September 1, 1995, adopted by Washington Natural Gas Company, a Washington corporation, and as subsequently amended.

A Director wishing to participate in the Plan shall complete and return to the Committee an election form and a beneficiary designation form, and such other materials as the Committee may request, within 30 days after election to the Board.

A Director shall commence participation in the Plan on the first day of the month following the month in which the Director properly completes all enrollment requirements.  A Director who does not meet the requirements within the time specified in Section 2.1 shall not be eligible to participate in the Plan until the first day of the Plan Year following delivery to and acceptance by the Committee of the required forms.

A Director may annually make an irrevocable election to defer all or a designated portion of the Directors Fees that may be payable for a Plan Year.  The Director shall deliver the Election Form to the Committee by December 31 of the Plan Year, or such earlier deadline set by the Committee, preceding the Plan Year for which the election is made.  If no election form is timely delivered, the Director's Annual Deferral Amount for that Plan Year shall be zero.

Directors Fees deferred under this Plan shall be withheld at the time they otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

A Participant shall at all times be fully vested in his or her Account Balance.

Amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules and such other rules and procedures as the Committee may establish in its discretion:

In connection with an initial deferral election, a Participant shall select one or more Measurement Funds to be used to determine the amounts to be credited to the Account Balance.  A Participant may change a selection by submitting a new election to the Committee on a form approved by the Committee.  Any such selection shall take effect in the calendar quarter next succeeding the quarter in which the election form is received by the Committee, and shall continue in effect thereafter until changed in accordance with this subsection.  The Participant shall specify, in increments of ten percentage points (10%), the percentage of the Account Balance to be allocated to any Measurement Fund.  However, if a Participant is in payment status under the Monthly Installment Method or the Annual Installment Method, he or she shall only be allowed to reallocate funds to or from the Company Stock Fund account by December 31 of any Plan Year, to be effective the following January 1.  Participants who are Section 16 Insiders may reallocate funds to or from their Company Stock Fund account only in accordance with Company policies on insider trading and in compliance with the rules for "Discretionary Transactions" as defined in Rule 16b-3 (or any successor provision) under the Exchange Act.

Notwithstanding the foregoing to the contrary, a Participant's direction to credit future contributions in the Company Stock Fund shall become ineffective as of the date specified by the Committee in connection with the Exchange and the portion of future contributions to which such direction applies shall thereafter be credited in such Measurement Funds as the Committee shall specify until such time as the Participant changes such direction with respect to future contributions.

The Committee may, in its sole discretion, discontinue, substitute or add any Measurement Funds, but at least two Measurement Funds will always be available.  Any change in available Measurement Funds will take effect no later than the first day of the calendar quarter that follows by thirty (30) days the day on which the Committee gives Participants written notice of such action, unless the Committee in its sole discretion, designates an alternate change period.  With respect to Participants who are Section 16 Insiders, transfers to or from the Company Stock Fund will be allowed only pursuant to Company policies on insider trading and in compliance with the rules for Discretionary Transactions as defined in Rule 16b-3 (or any successor provisions) under the Exchange Act.

A Participant's Account Balance, other than amounts allocated to the Company Stock Fund, shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant.  Performance shall be determined by the Committee in its sole discretion as if (i) the Participant's Account Balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable during such calendar quarter, as of the close of business on the first business day of such calendar quarter, at the closing price on such date; (ii) the portion of the Annual Deferral Amount that was actually deferred during any calendar quarter was invested in the Measurement Funds selected by the Participant, in the percentages applicable to such calendar quarter, no later than the close of business on the tenth business day after the day on which such amounts are actually deferred from the Participant's Directors Fees, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant's Account Balance was withdrawn from the Measurement Funds, in the percentages applicable to such calendar quarter, no earlier than the valuation date described in this Section 4.2(c), at the closing price