EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “ Agreement ”), by and between Puget Sound Energy, Inc., a Washington corporation (the “ Company ”), and [Executive Name] (the “ Executive ” and, together with the Company, the “ Parties ”), is dated as of March [ __ ] , 2009, with employment effective as of the Effective Date (as defined in Section 1).

WHEREAS, pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreemen t”), dated as of October 25, 2007, by and among Puget Energy, Inc., a Washington corporation (“ Puget ”), Padua Holdings LLC (now Puget Holdings LLC), a Delaware limited liability company (the “ Parent ”), Padua Intermediate Holdings Inc. (now Puget Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of the Parent, and Padua Merger Sub Inc. (which later changed its name to Puget Merger Sub Inc.), a Washington corporation and a wholly owned subsidiary of Padua Intermediate Holdings Inc (“ Merger Sub ”), Merger Sub shall merge with and into Puget, and Puget will become a wholly owned indirect subsidiary of the Parent (the “ Merger ”);

WHEREAS, the Company and the Executive are parties to a Change of Control Agreement, dated as of [ __________ ] [ , as amended and restated on [ __________ ] ] (the “ Original Agreement ”); and

WHEREAS, in connection with the Merger, the Company and the Executive desire to amend and restate the Original Agreement so that the Original Agreement will be replaced in its entirety with this Agreement;

WHEREAS, the Parties hereby agree to amend and restate the Original Agreement in its entirety pursuant to the terms and conditions herein provided;-

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.           Certain Definitions

(a)           “ Accrued Obligations ” is defined in Section 5(a)(i)(A).

(b)           “ Annual Base Salary ” is defined in Section 3(b)(i).

(c)           “ Annual Bonus ” is defined in Section 3(b)(ii).

(d)           “ Board ” means the Board of Directors of the Company.

(e)           “ Cause ” is defined in Section 4(b)

(f)           “ Change in Control ” means, following the Effective Date, a change in beneficial ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, any Member (as defined in that certain Amended and Restated Limited Liability Company Agreement of Puget Holdings LLC, dated as of February 6, 2009) or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Member) directly or indirectly acquires (x) beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 55% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition or (y) all or substantially all of the assets of the Company.  For the avoidance of doubt, the Merger shall not constitute a Change in Control for purposes of this Agreement.

(g)           “ Code ” means the Internal Revenue Code of 1986, as amended.

(h)           “ Date of Termination ” is defined in Section 4(f).

(i)           “ Disability ” is defined in Section 4(a).

(j)           “ Disability Effective Date ” is defined in Section 4(a).

(k)           “ Effective Date ” means the date on which occurs the “Effective Time” as defined in the Merger Agreement.

(l)           “ Employment Period ” is defined in Section 2.

(m)           “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(n)           “ Good Reason ” is defined in Section 4(d).

(o)           “ Incentive Plan ” means the Long Term Incentive Plan to be established by the Company, or any successor plan, as defined in Section 3(b)(iii).

(p)           “ Notice of Termination ” is defined in Section 4(e).

(q)           “ Other Benefits ” is defined in Section 5(a)(iii).

(r)           “ Retirement Plan ” means the Company’s qualified pension plan or any successor plan thereto.

(s)           “ SERP ” means the Company’s Supplemental Executive Retirement Plan or any other supplemental and/or excess retirement plan or agreement of the Company and its affiliated companies providing benefits for the Executive.

(t)           “ Welfare Benefit Continuation ” is defined in Section 5(a)(ii).

2.           Employment Period

The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, in accordance with the terms and provisions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the “ Employment Period ”), in the executive capacity of [Title/Position] or in another officer-level position of the Company and, subject to the general supervision of the Board as required by the Washington Business Corporation Act, such other duties and responsibilities as are not inconsistent with the express terms of this Agreement.  The Company agrees that it will not take any action, or make any demands on the Executive, that may be deemed to arbitrarily, unreasonably or unnecessarily interfere with the performance of the services to be rendered by the Executive hereunder.  In the event that the Merger does not occur, this Agreement shall be void ab initio .  Notwithstanding the foregoing, if a Change in Control occurs at any time following the Employment Period, during which the Executive remains employed by the Company, the Company shall cause the purchaser of or successor to the Company to assume the provisions set forth in Sections 3, 4 and 5, including corresponding definitions (or to substitute substantially identical provisions), subject to the other terms and conditions therein other than with respect to the Employment Period, and to honor such provisions for a period of not less than two years following the date of such Change in Control.

3.           Terms of Employment

(a)            Position and Duties .

(i)           During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be in accordance with Section 2 and (B) the Executive’s services shall be performed within the Seattle/Bellevue metropolitan area, except for required travel on the Company’s business to the extent consistent with the Executive’s duties as set forth in Section 2.

(ii)           During the Employment Period, and excluding any periods of paid time off to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.  It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b)            Compensation .

(i)            Base Salary .  During the Employment Period, the Executive shall receive an annual base salary (“ Annual Base Salary ”), which shall be paid in equal installments on a monthly basis, at least equal to 12 times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies with respect to the 12-month period immediately preceding the month in which the Effective Date occurs.  For purposes of this Agreement, Annual Base Salary shall not include any payments by the Company on the Executive’s behalf pursuant to any incentive, savings or retirement plans, any welfare benefit plans or any fringe benefit plans, in each case, of the Company or any affiliated company, of the type identified in paragraph (iii), (v), (vi) or (viii) of this Section 3(b), any reimbursement of expenses by the Company or any affiliated company in accordance with paragraph (vii) of this Section 3(b), or any other amounts paid under paragraph (iv), (ix) or (x) of this Section 3(b).  During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies.  Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.  Annual Base Salary shall not be reduced after any such increase, and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii)            Annual Bonus .  In addition to Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, a performance-based annual bonus (the “ Annual Bonus ”) payable in cash based on achievement of performance measures to be determined by the Board consistent with past practice.  The target-level Annual Bonus for each fiscal year ending during the Employment Period shall be at least equal to the greater of (A) the Executive’s target annual bonus in effect on the Effective Date and (B) the average (annualized for any fiscal year in which the Executive has been employed by the Company for less than 12 full months) target bonus for which the Executive was eligible in the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs.  Each such Annual Bonus earned shall be paid no later than the 15th day of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is earned unless the Executive shall have timely elected to defer the receipt of such Annual Bonus in accordance with the terms of the Company’s then applicable deferred compensation plan.  Notwithstanding the foregoing, except as set forth in Section 5, no such Annual Bonus shall be payable with respect to any fiscal year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day of such fiscal year; provided that if the Executive voluntarily retires in good standing after having attained age 55 with a minimum of five years of service with the Company, the Executive shall, at the time the bonus would otherwise be payable pursuant to this Section 3(b)(ii), be eligible to receive a bonus in an amount, if any, equal to the product of (C) the amount of bonus the Executive would have received for such year based on the Company’s achievement of the applicable performance goals and (D) the ratio of (1) the number of days elapsed in the calendar year prior to such retirement and (2) 365.

(iii)            Incentive, Savings and Retirement Plans .  During the Employment Period, the Executive shall be entitled to participate in the Long Term Incentive Plan to be established by the Company (the “ Incentive Plan ”) and all other incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies (including, without limitation, the plans in effect on the date of this Agreement or any successor plans), but in no event shall such plans, practices, policies and programs (except the Company’s qualified pension plans) provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities that are less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other executives of the Company and its affiliated companies.

(iv)            Performance Bonuses .  Subject to the terms and conditions of this Section 3(b)(iv), the Executive shall be eligible to receive performance bonuses (the “ Merger Performance Bonuses ”) from the Company within 30 days following the first and second anniversaries of the Effective Date.  Each Merger Performance Bonus shall be an amount equal to 100% of the Executive’s then current Annual Base Salary, and shall be payable if (A) the Company achieves specified minimum Service Quality Index performance goals established with respect to each of 2009 and 2010 by the Compensation and Leadership Development Committee of the Board (the “ Compensation Committee ”) in its sole discretion, and (B) the Executive remains in continuous employment with the Company through the first and second anniversaries of the Effective Date, as applicable.  Notwithstanding the foregoing (x) if the Executive’s employment is terminated without Cause or for Good Reason prior to the first anniversary of the Effective Date, the Executive shall be eligible to receive any Merger Performance Bonuses that would have been payable on the first and second anniversaries of the Effective Date based on the Company’s actual performance had the Executive continued in employment with the Company through such dates, and (y) if the Executive’s employment is terminated without Cause or for Good Reason during the period beginning on the first anniversary of the Effective Date and ending on the last day of the Employment Period, the Executive shall be eligible to receive any Merger Performance Bonuses that would have been payable on the second anniversary of the Effective Date based on the Company’s actual performance had the Executive continued in employment with the Company through such date.

(v)            Long Term Incentive Plan .  During the Employment Period, the Executive shall be eligible to participate in the Incentive Plan with a target award at least equal to the target award that applied for the comparable performance period immediately preceding the Effective Date, and pursuant to such terms as shall be determined by the Board or the Compensation Committee.

(vi)            Welfare Benefit Plans .  During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, dental, disability, salary continuance, life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(vii)            Expenses .  Subject to Section 5(e), during the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)            Fringe Benefits .  Subject to Section 5(e), during the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, policies and programs of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(ix)            Office and Support Staff .  During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(x)            Vacation .  During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, practices, policies and programs of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

4.           Termination of Employment

(a)            Death or Disability .  The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period.  If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “ Disability Effective Date ”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “ Disability ” means a physical or mental condition that renders the Executive unable or incompetent to carry out the Executive’s material job responsibilities or the material duties to which the Executive was assigned at the time the disability was incurred, which has lasted for at least three months and which, in the opinion of a physician mutually agreed upon by the Company and Executive (provided that neither party shall unreasonably withhold agreement), is expected to last for an indefinite duration or a continuous duration in excess of 12 months.

(b)            Cause .  The Company may terminate the Executive’s employment during the Employment Period for Cause.  For purposes of this Agreement, “ Cause ” means (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), for a period of 30 days after written notice of demand for substantial performance has been delivered to the Executive by the Board, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Company, as determined by the Board after notice to the Executive and an opportunity for a hearing.  No act or failure to act on the Executive’s part shall be considered “willful” unless the Executive has acted or failed to act with an absence of good faith and without a reasonable belief that the Executive’s action or failure to act was in the best interests of the Company.

(c)            Without Cause .  The Company may terminate the Executive’s employment at any time during the Employment Period without Cause.

(d)            Good Reason .  The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason.  For purposes of this Agreement, “ Good Reason ” means:

(i)           the assignment of the Executive to a nonofficer position with the Company, which the Parties acknowledge and agree would constitute a material reduction in the Executive’s authority, duties or responsibilities;

(ii)           a material diminution in the Executive’s total compensation opportunities hereunder;

(iii)           the Company’s requiring the Executive to be based at any location other than that described in Section 3(a)(i)(B), which represents a material change from such location, unless the Executive consents to such relocation; or

(iv)           any material breach of this Agreement by the Company, including, without limitation, a failure of the Company to comply with and satisfy Section 11(c);

provided that none of the foregoing conditions or events shall constitute Good Reason unless the Company has not remedied the alleged violation(s) within 60 days following the Company’s receipt of written notice from the Executive, in accordance with Section 4(e), that the Executive believes in good faith that such condition constitutes Good Reason.

For the avoidance of doubt, the Executive acknowledges and agrees that the Parties’ entering into this Agreement and the Executive’s employment pursuant to the terms hereof shall not constitute Good Reason for purposes of the Original Agreement.

(e)            Notice of Termination .  Any termination by the Company for Cause or without Cause or by the Executive for Good Reason must be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b).  For purposes of this Agreement, a “ Notice of Termination ” means a written notice by the Executive that (i) indicates the specific termination provision in this Agreement relied on, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the pr