0001085392-07-000085 Sample Contracts

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • October 29th, 2007 • Puget Energy Inc /Wa • Electric services

This Amendment No. 1 (this "Amendment") to the Rights Agreement dated as of December 21, 2000 (the "Rights Agreement") between Puget Energy, Inc., a Washington corporation (the "Company"), and Wells Fargo Bank, N.A., as successor to Mellon Investor Services LLC, as Rights Agent (the "Rights Agent") is made as of October 25, 2007.

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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
Agreement and Plan of Merger • October 29th, 2007 • Puget Energy Inc /Wa • Electric services • Washington

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 25, 2007 (this "Agreement"), is entered into by and among Puget Energy, Inc., a Washington corporation (the "Company"), Padua Holdings LLC, a Delaware limited liability company (the "Parent"), Padua Intermediate Holdings Inc., a Washington corporation and a wholly owned subsidiary of the Parent ("Padua Intermediate"), and Padua Merger Sub Inc., a Washington corporation and a wholly owned subsidiary of Padua Intermediate (the "Merger Sub").

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