February 25, 2010
Exhibit
10.40
February
25, 2010
Xxxxxxx
X. Xxxx, Chairman
Puget
Energy, Inc.
Puget
Sound Energy, Inc.
00000 XX
0xx Xxxxxx
Bellevue,
WA 98004
Dear
Xxxx:
As you
are aware, I am party to an employment agreement with Puget Sound Energy, Inc.
and Puget Energy, Inc. dated as of January 1, 2002, as subsequently amended by
amendments effective as of May 12, 2005, February 9, 2006 and February 28, 2008
(the "Agreement"). Section 7(e) of the Agreement, including but not
limited subsections (A) through (C) of that section, provides certain payments
and other benefits upon a Change in Control (as defined therein) (the "Change in
Control Rights").
I hereby
knowingly, irrevocably and permanently waive any Change in Control Rights as
described in Section 7(e) of the Agreement, effective as of December 31,
2009.
Pursuant
to Section 15 of the Agreement, I respectfully request that you please
acknowledge this waiver by signing below.
Best
Regards,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx
X. Xxxxxxxx
Chief
Executive Officer and President
Puget
Energy, Inc. and Puget Sound Energy, Inc.
Acknowledged
this 25 day of February, 2010.
Puget
Energy, Inc.
Puget
Sound Energy, Inc.
/s/ Xxxxxxx X.
Xxxx
Xxxxxxx
X. Xxxx, Chairman
