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EXHIBIT 99.2
AMENDED AND RESTATED PUGET ENERGY, INC. STOCK PURCHASE AND
DIVIDEND REINVESTMENT PLAN
This is an amendment and restatement of the Puget Sound Energy, Inc. Stock
Purchase and Dividend Reinvestment Plan that was assumed by Puget Energy, Inc.
pursuant to the terms of the Plan of Exchange effective as of December 29, 2000.
1. Definitions
The following terms when used herein shall have the following meanings:
"Administrator" shall mean The Mellon Bank N.A. through its designated
affiliates Mellon Services LLC and FutureShare Financial LLC or other agent duly
appointed by the Company to administer the Plan.
"Average Price" shall mean the average of the high and low sale prices of
shares of the Company's Common Stock as reported in the "NYSE-Composite
Transactions" listing appearing in The Wall Street Journal on the OCI Date or
Dividend Payment Date, as the case may be. Should the Exchange be closed or
shares of the Company's Common Stock not be traded on any OCI Date or Dividend
Payment Date, as the case may be, the price shall be based on the average for
the day immediately preceding an OCI Date or Dividend Payment Date, as the case
may be, on which such shares are traded.
"Broker" shall mean one or more securities broker-dealers selected from
time to time by the Administrator to act as independent agents for the
Participants in the purchase and sale of shares of the Company's Common Stock
under the Plan.
"Company" shall mean Puget Energy, Inc.
"Dividend Payment Date" shall mean each date on which dividends are paid on
the Company's stock. These dates are usually February 15, May 15, August 15,
and November 15 of each year.
"Enrollment Form" shall mean such enrollment form as the Administrator or
the Company may from time to time, or upon request, furnish to Shareholders or
Residents who are not Shareholders and which shall be returned to the
Administrator together with the Initial Cash Investment to indicate their
election to participate in the Plan.
"Exchange" shall mean the New York Stock Exchange.
"Initial Cash Investment" shall mean any initial cash payment made by a
Participant to the Company for purchase of shares of the Company's Common Stock
under the Plan. Initial Cash Investments may not (a) equal less than $250 each
or (b) total more than $100,000.
"OCI Date" shall mean, generally, the first and third Friday of each month,
except in record date months. A schedule of optional cash investment dates for
the current year is available from the Administrator upon request.
"Optional Cash Investment" shall mean any additional cash payment made by a
Participant to the Company for the purchase of shares of the Company's Common
Stock under this Plan. Optional Cash Investments may not (a) equal less than
$50 each or (b) total more than $100,000 in any calendar year.
"Participant" shall mean any Shareholder or a Resident of the state of
Washington who has returned an Enrollment Form to the Administrator indicating
election to participate in the Plan.
"Plan" shall mean the Amended and Restated Puget Energy, Inc. Stock
Purchase and Dividend Reinvestment Plan.
"Resident" shall mean any person, partnership, firm, corporation,
organization, agency or other entity that is located in the state of Washington.
"Shareholder" shall mean any holder of record of the Company's Common Stock
or Preferred Stock.
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2. Purpose
The purpose of this Plan is to provide Shareholders, and Residents of the
state of Washington who are not Shareholders, with a convenient and economical
method of investing cash dividends and Initial and Optional Cash Investments in
shares of the Company's Common Stock. The shares of the Company's Common Stock
purchased under this Plan with reinvested cash dividends and Initial and
Optional Cash Investments will, at the election of the Company, be newly issued
shares purchased directly from the Company, shares purchased on the open market
by the Broker or a combination thereof.
3. Eligibility for Participation
The Residents of the state of Washington and Shareholders are eligible to
participate in this Plan. Shareholders and residents of the state of Washington
who are not Shareholders may join this Plan by completing the Enrollment Form
and returning it to the Administrator, together with an Initial Cash Investment
(required) or an Optional Cash Investment, if required.
4. Administration.
The Administrator shall maintain records and perform such other duties as
may be required. In addition, the Administrator shall send to each Participant
(a) after each Initial or Optional Cash Investment or dividend reinvestment, a
statement of the Participant's Plan account, and (b) annual and quarterly
reports to Shareholders, proxy statements and income tax information for
reporting dividends. Shares purchased by a Participant through reinvested
dividends or Initial or Optional Cash Investments shall be held by the
Administrator, as custodian, or by a custodian duly appointed by the
Administrator to hold such shares. The dividends on such shares shall be
automatically reinvested on each Dividend Payment Date.
The Company shall pay all costs of administering the Plan, except as
provided in this paragraph 4. Participants will pay the trading fees for any
shares purchased on the open market and a fee for plan histories. No commission
will be paid on any newly issued shares purchased directly from the Company
under this Plan. In certain instances, a Participant may also incur trading
fees upon the sale of shares in the Participant's Plan account in connection
with the withdrawal of a Participant from this Plan as described in Section 9.
Additional fees are set forth in the fee schedule attached as Appendix A.
5. Reinvestment of Dividends
Shareholders may elect to have their cash dividends automatically
reinvested by completing the Enrollment Form to that effect and returning it to
the Administrator. In all cases, cash dividends on shares held in a
Participant's Plan account will be automatically reinvested until such shares
are withdrawn from the Participant's Plan account. Reinvestment of cash
dividends shall commence with dividends paid on the next Dividend Payment Date
following the Administrator's receipt of the Enrollment Form provided the
Enrollment Form is received on or before the record date established for payment
of the dividends. If the Administrator receives the Enrollment Form after such
record date, then the reinvestment of dividends shall commence with the Dividend
Payment Date following the next established record date.
6. Optional Cash Investments
Participants are eligible to make Optional Cash Investments at any time. A
Resident of the state of Washington may elect to make an Initial Optional Cash
Investment by completing the Enrollment Form for that purpose and returning it
to the Administrator. A Shareholder may elect to make an Initial Optional Cash
Investment by completing the Enrollment Form for that purpose and returning it
to the Administrator. Optional Cash Investments, or any portion thereof, may be
accepted or rejected by the Administrator or Company in their sole discretion.
Any Optional Cash Investment, or portion thereof, that is rejected by the
Administrator or the Company will be returned to the Participant as promptly as
practical after the Administrator or the Company elects to reject such Cash
Investment. Accepted Optional Cash Investments shall be used to purchase shares
of the Company's Common Stock as promptly as practical after the OCI Date
immediately following the date of receipt of any Optional Cash Investment,
provided the Administrator receives the Participant's Cash Investment in the
form of a check or money order payable to Mellon Bank N.A. No Participant's
Optional Cash Investments may (a) equal less than $50 each or (b) total more
than $100,000 in any calendar year. No Participants' Initial Optional Cash
Investment may (a) equal less than $250 or (b) total more than $100,000.
7. Purchase of Shares
Unless the Company elects otherwise, the Administrator will purchase shares
under this Plan by purchasing from the Company newly issued shares of the
Company's Common Stock. The price for shares of the Company's Common Stock
purchased directly from the Company on each Dividend Payment Date or OCI Date,
as the case may be, shall be 100% of the Average Price.
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If the Company elects not to sell shares of the Company's Common Stock
under this Plan on any Dividend Payment Date or OCI Date, as the case may be,
the Administrator will request the Broker to purchase shares on any securities
exchange where such shares are traded or by negotiated transactions. The
purchase by the Broker will be on such terms as to price, delivery and otherwise
as the Broker may determine. The Broker has full discretion as to all matters
relating to open market purchases, including determination of the number of
shares, if any, to be purchased on any date or at any time of day and the
persons (including other brokers and dealers) from or through whom such
purchases are made. Upon completion of purchases by the Broker with respect to
any Dividend Payment Date or OCI Date, as the case may be, the Broker will
advise the Administrator of the number of shares of the Company's Common Stock
acquired and the aggregate price paid therefor. The price per share of any
shares purchased by the Broker with respect to any Dividend Payment Date or OCI
Date, as the case may be, will be determined by dividing the total cost
(including all trading fees) of all such shares so purchased by the total number
of such shares so purchased. Purchases of the Company's Common Stock by the
Broker will be made as promptly as practical during the periods of time as are
consistent with the provisions of applicable securities laws. If with respect
to any Dividend Payment Date or OCI Date, as the case may be, shares are
purchased under this Plan directly from the Company and by a Broker, each
Participant's Plan account will be credited with its pro rata portion of the
number of shares purchased directly from the Company and by the Broker. The
price per share for shares purchased from the Company that are so credited to
the Participant's Plan account will be 100% of the Average Price; the price per
share for shares purchased by the Broker that are so credited to the
Participant's Plan account shall be calculated as set forth in this Section 7.
The number of shares of the Company's Common Stock to be purchased from the
Company by the Administrator or by the Broker, including fractional shares
rounded to the nearest 1/10,000, shall be determined by dividing the amount of
cash dividends to be reinvested plus Optional Cash Investments by the purchase
price per share.
8. Amendment of Investment Option
A Participant may change the investment option elected under this Plan by
notifying the Administrator in writing, by telephone or via the Internet.
Notices received by the Administrator not later than the record date established
for any Dividend Payment Date shall be effective as of such Dividend Payment
Date and thereafter.
9. Withdrawal of Purchased Shares and Termination of Account
A Participant who has purchased shares of the Company's Common Stock under
this Plan may withdraw all or a portion of such shares by notifying the
Administrator in writing, specifying in the notice the number of shares to be
withdrawn. Certificates for whole shares withdrawn shall be issued to the
Participant. In no case shall certificates for fractional shares be issued.
Any fractional share withdrawn shall be liquidated at the Average Price as soon
as practicable after receipt of withdrawal notice by the Administrator. The
liquidated amount for any fractional share and certificate(s) for whole shares
shall be mailed directly to the withdrawing Participant by the Administrator.
If the Participant is terminating participation in this Plan, the
Participant may withdraw all shares and request that a certificate be issued or
that shares be sold and the cash proceeds be forwarded to the Participant. Such
sale shall be made by the Broker.. The Broker will have full discretion as to
all matters relating to sales by the Broker, including the date of any sales and
the prices received for such shares. The proceeds of such sale by the Broker,
less trading fees, shall be paid to such Participant. Shares that are to be
sold by the Broker may be aggregated with those of other terminating
Participants, in which case the proceeds to each terminating Participant will be
based on the average sales price, less brokerage commissions.
10. Common Stock Rights Offering, Stock Split, Stock Dividend
Participation in any Common Stock rights offering shall be based upon both
the shares registered in the Participant's name and the shares (including
fractional shares) credited to the Participant's Plan account. Any stock
dividend or share resulting from any stock split with respect to shares credited
to the Participant's Plan account shall be added to such account.
11. Voting
All shares credited to a Participant's Plan account shall be voted as the
Participant directs. If on the record date for a meeting of Shareholders there
are shares credited to the Participant's Plan account, the Participant (whether
or not any shares are registered in the Participant's own name) shall be sent
the proxy material for such meeting. If the Participant returns an executed
proxy, all shares credited to the Participant (including any fractional shares)
shall be voted in accordance with such proxy; otherwise, the Participant may
vote such shares in person at such meeting.
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12. Liability
In administering this Plan, neither the Company nor the Administrator shall
be liable for any good faith acts or omissions, including, without limitation,
any failure to terminate a Participant's Plan account upon such Participant's
death.
13. Termination
The Company reserves the right to modify, suspend or terminate this Plan at
any time.
14. Compliance With Applicable Laws and Regulations
The Company's obligation to offer, issue or sell shares of the Company's
Common Stock under this Plan shall be subject to (a) the Company's obtaining any
necessary approval, authorization or consent from any regulatory authority
having jurisdiction and from any stock exchange on which shares of the Company's
Common Stock may then be listed and (b) the condition that, at the time of the
offer, issuance or sale, the price at which such shares are being offered,
issued or sold shall be at least equal to the then stated value of such shares.
Any increase in the shares of the Company's Common Stock authorized for sale
under this Plan shall first be offered to Shareholders before being sold to
Residents of the state of Washington who are not Shareholders, in order that
Shareholders shall have the first opportunity to purchase shares of the
Company's Common Stock if on the first OCI Date after such increase the shares
available under this Plan are not sufficient for both Shareholders and Residents
of the state of Washington who are not Shareholders. The Company may elect not
to offer or sell shares of the Company's Common Stock under this Plan to
Participants residing in any jurisdiction or foreign country where, in the sole
opinion of the Company, the burden or expense of compliance with applicable
securities laws would make such offer or sale impracticable or inadvisable.
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