PUGET ENERGY INC /WA
SUPPLEMENTAL AGREEMENT EMPLOYMENT CONTRACT
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-111.htm
<DESCRIPTION>SUPPLEMENTAL AGREEMENT EMPLOYMENT CONTRACT
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<TITLE>PUGET ENERGY 10-K 2000</TITLE>
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<H3 ALIGN="CENTER">SUPPLEMENTAL AGREEMENT</H3>

     <P   ALIGN="LEFT">THIS   AGREEMENT   made  and  entered  into  as  of  this
14<SUP>th</SUP> day of November,  2000, between PUGET SOUND ENERGY, a Washington
Corporation     (the     &#147;Company&#148;)     and    WILLIAM    S.    WEAVER
(&#147;Employee&#148;).  The term &#147;Parties&#148;  refers to the Company and
the Employee. </P>

<H4 ALIGN="CENTER">RECITALS</H4>

     <P>A. The Parties entered in an Agreement  ("Employment  Agreement")  dated
October 18, 1996;</P>

     <P>B.  The  Company's  Board of  Directors  has  requested  Employee not to
terminate employment voluntarily prior to December 31, 2001;</P>

     <P>C.  Employee  agrees not to terminate  employment  voluntarily  prior to
December 31, 2001; and</P>

     <P>D.  The  Parties  wish to  supplement  the terms and  conditions  of the
Employment  Agreement to ensure that Employee is not economically  prejudiced by
agreeing with the Board's request.</P>


<P ALIGN="LEFT">NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
Parties agree as follows: </P>

     <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
          <TR VALIGN="TOP">
               <TD ALIGN="RIGHT" WIDTH="3%">1.</TD>
               <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
               <TD WIDTH="94%"><P ALIGN="LEFT">
     Employee will not voluntarily  terminate his employment with the Company as
its Chief  Executive  Officer any earlier than  December  31, 2001.  Termination
through  death  or  disability  or  termination  for  cause  as  defined  in the
Employment Agreement shall not be considered voluntary. </P></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
          <TR VALIGN="TOP">
               <TD ALIGN="RIGHT" WIDTH="3%">2.</TD>
               <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
               <TD WIDTH="94%"><P ALIGN="LEFT">
     The various  payments due to Employee from the Company under the Employment
Agreement shall be calculated based on the actual termination date or an assumed
termination  date of December 31, 2000,  whichever  produces the higher  payment
under each payment  provision.  For this  purpose each payment  provision of the
Employment  Agreement  shall  be  calculated   separately  rather  than  in  the
aggregate. </P></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
          <TR VALIGN="TOP">
               <TD ALIGN="RIGHT" WIDTH="3%">3.</TD>
               <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
               <TD WIDTH="94%"><P ALIGN="LEFT">
     Except as expressly  supplemented  hereby,  the Employment  Agreement shall
remain in full force and effect in its entirety.
</P></TD>
          </TR>
          </TABLE>
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<P ALIGN="LEFT">IN WITNESS WHEREOF, the Parties have executed this Agreement as
of the date first written above. </P>

<H3 ALIGN="CENTER">PUGET SOUND ENERGY</H3>

<H3 ALIGN="CENTER">By________________________</H3>

<H3 ALIGN="CENTER">Title_______________________</H3>

     <P ALIGN=CENTER>______________________________ </P>

<H3 ALIGN="CENTER">William S. Weaver</H3>
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