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1.	To elect directors named in the proxy statement for the coming year;

2.	To ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2017;

3.	To approve, in a non-binding vote, the compensation of the company's named executive officers;

4.	To recommend, in a non-binding vote, the frequency of future non-binding shareholder votes to approve the compensation of the company’s named executive officers; and

5.	To transact any other business that may properly come before the meeting and any adjournment or postponement of the meeting.

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•	A significant percentage of compensation at risk.

•	Incentive pay based on quantifiable company measures.

•	Balanced focus on financial results and operations.

•	Stock ownership guidelines that align executives’ interests with those of shareholders.

•	An independent compensation consultant that reports directly to the Compensation and Human Resources Committee.

•	Low burn rate (the rate at which equity incentive awards are made).

•	No significant perquisites.

•	No tax gross-ups.

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*	Percentage is less than 1% of PGE common stock outstanding.

(1)	As reported on Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2017, reporting information as of December 31, 2016.

(2)	As reported on Schedule 13G/A filed with the Securities and Exchange Commission on January 25, 2017, reporting information as of December 31, 2016. The Schedule 13G/A indicates that the shares are held by 11 separate entities and that none of these entities beneficially own 5% or more of the outstanding PGE common stock.

(3)	Includes 513 shares of common stock that will be issued on March 31, 2017 upon the vesting of restricted stock units granted under the Portland General Electric Company 2006 Stock Incentive Plan. Restricted stock units do not have voting or investment power until the units vest and the underlying common stock is issued.

(4)	Shares are held jointly with the individual's spouse, who shares voting and investment power.

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•	Demonstration of significant accomplishment in the nominee's field;

•	Ability to make a meaningful contribution to the board's oversight of the business and affairs of the company;

•	Reputation for honesty and ethical conduct in the nominee's personal and professional activities;

•	Relevant background and knowledge in the utility industry;

•	Experience and skills in areas important to the operation of the company; and

•	The shareholder’s name and evidence of ownership of PGE common stock, including the number of shares owned and the length of time of ownership; and

•	The candidate’s name, resume or listing of qualifications to be a director and consent to be named as a director if selected by the Nominating and Corporate Governance Committee and nominated by the board.

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(2)	These amounts represent the grant date fair value of restricted stock unit grants made in 2016, the terms of which are discussed below in the section entitled “Restricted Stock Unit Grants.” The annual equity grants (with a grant date fair value of $84,994) were made on May 4, 2016 in respect of services to be performed during the ensuing 12-month period.

(3)	This column represents amounts earned in respect of dividend equivalent rights under restricted stock unit awards. See the discussion below under “Restricted Stock Unit Grants.” The value of the dividend equivalent rights was not incorporated into the “Stock Awards” column.

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•	Reviewing the company’s annual and quarterly financial statements and the company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our reports on Forms 10-K and 10-Q and recommending to the Board of Directors whether the financial statements should be included in the annual report on Form 10-K; and

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•	Developing and recommending to the board a set of corporate governance guidelines and reviewing such guidelines at least annually;

•	Reviewing the succession plans for the Chief Executive Officer and senior officers either as a committee, or together with the full board; and

•	Together with the other independent directors, evaluating annually the performance of the Chief Executive Officer in light of the goals and objectives of our executive compensation plans, both generally and with respect to approved performance goals;

•	Evaluating annually the performance of the other executive officers in light of the goals and objectives applicable to such executive officers, which may include requesting that the Chief Executive Officer provide performance evaluations for such executive officers and recommendations with respect to the compensation of such executive officers (including long-term incentive compensation);

•	Together with the other independent directors, determining and approving the compensation of the Chief Executive Officer in light of the evaluation of the Chief Executive Officer’s performance;

•	Determining and approving the compensation of the other executive officers in light of the evaluation of such officers’ performance;

•	Reviewing and approving, or recommending approval of, perquisites and other personal benefits to our executive officers;

•	Reviewing and recommending the appropriate level of compensation for board and committee service by non-employee members of the board;

•	Reviewing our executive compensation plans and programs annually and approving or recommending to the board new compensation plans and programs or amendments to existing plans and programs; and

•	Reviewing and approving any severance or termination arrangements to be made with any executive officer.

•	Reviewing and recommending to the board financing plans, and annual capital and operating budgets, proposed by management;

•	Reviewing, and approving or recommending, certain costs for projects, initiatives, transactions and other activities within the ordinary business of the company;

•	Reviewing our capital and debt structure, approving or recommending to the board the issuance of secured and unsecured debt, and recommending to the board the issuance of equity;

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•	Reviewing and recommending to the board dividends, including changes in dividend amounts, dividend payout goals and objectives;

•	Reviewing earnings forecasts;

•	Assisting the board in fulfilling its oversight responsibilities with respect to the management of risks associated with the company’s power operations, capital projects, finance activities, credit and liquidity;

•	Reviewing and recommending to the board investment policies and guidelines and the use of derivative securities to mitigate financial and foreign currency exchange risk; and

•	Overseeing the control and management of benefit plan assets and investments.

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(1)

Represents outstanding restricted stock units and related dividend equivalent rights issued under the 2006 Stock Incentive Plan, and assumes maximum payout for restricted stock units with performance-based vesting conditions. The restricted stock units do not have an exercise price and are issued when award criteria are satisfied. See “Non-Employee Director Compensation - Restricted Stock Unit Grants” above and “Long-Term Equity Incentive Awards” below for further information regarding the 2006 Stock Incentive Plan.

(2)	Represents shares remaining available for issuance under the 2006 Stock Incentive Plan and the 2007 Employee Stock Purchase Plan.

(3)	Includes approximately 15,000 shares available for future issuance under the 2007 Employee Stock Purchase Plan that are subject to purchase in the purchase period from January 1, 2017 to June 30, 2017. The number of shares subject to purchase during any purchase period depends on the number of current participants and the price of the common stock on the date of purchase.

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(1)

For professional services rendered for the audit of our consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 and for the review of the interim consolidated financial statements included in quarterly reports on Form 10-Q. Audit Fees also include services normally provided in connection with statutory and regulatory filings or engagements, assistance with and review of documents filed with the Securities and Exchange Commission, the issuance of consents and comfort letters, as well as the independent auditor’s report on the effectiveness of internal control over financial reporting.

(2)

For assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements not reported under “Audit Fees” above, including attest services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards, and audits of the statements of activities of jointly owned facilities. Also includes amounts reimbursed to PGE in connection with cost sharing arrangements for certain services.

(3)	For professional tax services, including consulting and review of tax returns.

(4)	For all other products and services not included in the above three categories, including reference products related to income taxes and financial accounting matters.

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•	A significant portion of our executives’ pay should vary based on performance relative to key stakeholder interests;

•	Greater responsibility should be accompanied by a greater share of the risks and rewards of company performance; and

•	Executive pay should encourage financial and operational improvements, but not at the expense of the safety and reliability of our operations.

•	Executive pay should be competitive, but other considerations, such as individual qualifications, corporate performance and internal pay equity should also play a role in determining executive compensation.

•

In the Compensation Discussion and Analysis, under the heading “Executive Summary” (which begins on page 23), we highlight features of our compensation program that we believe reflect sound governance and compensation practices. We urge shareholders, in considering their vote, to review these actions and features and to read the entire Compensation Discussion and Analysis, appearing on pages 23 to 36 of this proxy statement, which describes in more detail how the company’s executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the 2016 Summary Compensation Table and other related compensation tables and narrative, appearing on pages 37 to 46 of this proxy statement, which provide detailed information on the compensation of our named executive officers. Our Compensation and Human Resources Committee and our Board of Directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our compensation objectives.

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•	James J. Piro, President and Chief Executive Officer;

•	James F. Lobdell, Senior Vice President, Finance, Chief Financial Officer and Treasurer;

•	Maria M. Pope, Senior Vice President, Power Supply, Operations and Resource Strategy;

•	J. Jeffrey Dudley, Vice President, General Counsel and Corporate Compliance Officer; and

•	William O. Nicholson, Senior Vice President, Customer Service, Transmission and Distribution.

•	Net income, return on equity (“ROE”), and diluted earnings per share (“EPS”) were up relative to 2015.

•	Net income and ROE for 2016 were $192.7 million and 8.38%, respectively.

•

EPS was $2.16, slightly below our initial guidance of $2.20 to $2.35, but within the revised guidance range of $2.05 to $2.20 provided at our first quarter earnings call. The primary negative drivers of our financial performance were milder than forecasted weather conditions during 2016 (approximately $0.22 per share) and increased costs to complete our Carty Generating Station and begin the process to pursue litigation against the contractor and sureties (approximately $0.05 per share).

•	Our customer satisfaction national rankings were top quartile for residential, general business and key customers.

•	Generation plant availability was 93.43% for 2016, above the maximum performance target under our annual incentive plan. (See “Annual Cash Incentive Awards” below for details about how we calculate and set performance targets for generation plant availability.)

•	Our net variable power cost savings exceeded the maximum performance level under our annual incentive award program.

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•

PGE partnered with a diverse group of stakeholders, including consumer advocates and environmental organizations, on a proposal to transition Oregon off coal-fired electricity generation and to double the renewable portfolio standard to 50% for the state’s two largest utility companies. The bill received bipartisan support in the Oregon legislature and was signed into law as the Oregon Clean Electricity and Coal Transition Plan on March 11, 2016.

•

On November 15, 2016, we filed our 2016 Integrated Resource Plan (“IRP”) with the Oregon Public Utility Commission (“OPUC”), which would put PGE on target for meeting Oregon’s expanded renewable energy requirements. The IRP calls for increases in energy efficiency and customer-side demand response, renewable energy resources, and flexible dispatchable resources. PGE is targeting mid-2017 for acknowledgement of the IRP, after a period for review and comment by OPUC staff and stakeholders.

•	On December 27, 2016, we filed our Transportation Electrification Plan with the OPUC, as contemplated by the Oregon Clean Electricity and Coal Transition Plan. In its filing, PGE proposed a variety of pilots to build more electric transportation infrastructure, educate customers about the benefits of electricity as a fuel, and implement innovative programs to test new technologies.

•	A significant portion of our executives’ pay should be based on company performance relative to key stakeholder interests.

•	Greater responsibility should be accompanied by a greater share of the risks and rewards of company performance.

•	Executive pay should encourage financial and operational improvements, but not at the expense of the safety and reliability of our operations.

•	Executive pay should be competitive, but other considerations, such as individual qualifications, company performance, and internal equity should also play a role in determining executive compensation.

•	Significant pay at risk. In 2016, incentive awards with no guaranteed payouts constituted 54.5% to 74.0% of our named executive officers' target total direct compensation (base salary plus variable incentive awards, assuming target performance).

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•	Rigorous performance metrics. We base incentive award payouts on company performance relative to quantifiable goals whose achievement represents a meaningful stretch.

•	Diversified incentive awards. Our incentive awards reflect a reasonable balance between short-term and long-term performance, and awards are based on both operational and financial results.

•	Modest stock award program. Our three-year average burn rate (the total number of equity award shares granted over a three-year period divided by the weighted average of the shares outstanding) was 0.23% for 2014 through 2016, which puts us near the median relative to our peers.

•	Meaningful stock ownership guidelines. Our stock ownership guidelines are three times base salary for our CEO and one times base salary for our other executives, targets that are significant but commensurate with the size of the our executives’ stock awards.

•	Clawback of incentive pay. We have a clawback policy that authorizes our Compensation Committee to seek reimbursement of incentive compensation from executive officers if the board of directors determines that the officer has engaged in certain misconduct that caused or contributed to the need for a material restatement of our financial results.

•	No employment agreements. We believe that executive employment agreements that guarantee levels of compensation generally do not advance the interests of our stakeholders. None of our current executive officers has an employment contract.

•	Double-trigger stock vesting and enhanced cash severance. Following a change in control, our executives are entitled to accelerated vesting of long-term incentive awards and enhanced cash severance payments only if their employment is terminated.

•	No hedging or pledging. Our insider trading policy prohibits directors, officers and employees from entering into hedging or pledging transactions or short sales of our company stock.

•	Reasonable use of compensation market data. We evaluate our executive pay by reference to the median of our compensation peer group, but we do not set compensation components to meet specific benchmarks.

•	No significant perquisites. Our executives participate in health and welfare benefit programs on the same basis as other full-time employees and enjoy only modest perquisites.

•	No guaranteed tax gross-ups. We have no arrangements that entitle our executives to tax gross-ups.

•	No current SERP program. None of the company’s current executives participate in a supplemental executive retirement program.

•	No dividends or dividend equivalents on unvested shares. Recipients of awards under our long-term incentive program earn dividend equivalent rights only on shares that vest.

•	Reasonable severance arrangements. The maximum amount payable under our severance plan is one year’s base salary absent a change in control, and one year’s base salary plus the target value of an executive’s annual incentive award in the case of a termination following a change in control.

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•	Recommendation of a group of peer companies used for purposes of market comparisons;

•	Review of the company’s executive compensation program, including compensation philosophy, compensation levels in relation to company performance, pay opportunities relative to those at comparable companies, short- and long-term mix and metric selection, executive benefits and perquisites, stock ownership levels and wealth potential, and stock ownership guidelines;

•	Review of the company’s director compensation program, including design considerations such as ownership guidelines and vesting terms;

•	Reporting on emerging trends, legislative developments and best practices in the area of executive and director compensation; and

•	Attendance at Compensation Committee meetings.

•	Vertically Integrated Utility. Our peer companies should be vertically integrated utilities, with a business mix either focused on regulated electric operations or a balance of regulated electric and regulated gas operations.

•	Minimal Non-Regulated Business Activities. Non-regulated businesses should not be key drivers of the financial performance and strategy of our peer companies.

•	Market Capitalization. Our peer companies should be in the small to mid-cap range ($1 to $10 billion in market capitalization), with adequate liquidity and size to attract key utility-focused institutional investors while also maintaining a retail investor base.

•	Investment-Grade Credit Ratings. Our peer companies should have credit ratings that allow for financing at a reasonable cost in most market environments.

•	Balanced Customer Mix. Our peer companies should have a balanced retail, commercial and industrial mix and service territories not overly reliant on one key customer or industry sector.

•	Regulatory Environment. Our peer companies should have a comparable cost of service ratemaking process and allowed return on equity, as well as a history of allowed recovery on regulatory assets, fuel and power costs and legitimate deferred costs.

•	Capital Structure. Our peer companies should demonstrate moderate leverage (generally less than 60% debt to total capitalization ratio) and no significant liquidity concerns.

•	Growth Opportunities. Our peer companies should have growth opportunities centered on adding to rate base and a majority of rate base investments recovered through a state-level regulatory process.

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(1)	These amounts are based on revenues for PGE and the peer group companies as reported for the 12 months ending September 30, 2016.

(2)	These amounts are based on net income for PGE and the peer group companies as reported for the 12 months ending September 30, 2016.

•	Base salaries;

•	Annual cash incentive awards;

•	Long-term equity incentive awards; and

•	Other standard benefits, including retirement benefits, health and welfare benefits and modest perquisites.

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•	Pay for Performance. Performance RSUs create incentives to achieve key company goals.

•	Retention. Performance RSUs further the goal of retention, because the receipt of an award requires continued employment by the company.

•	Cost-Effectiveness. Performance RSUs are relatively easy to administer and straightforward from an accounting standpoint.

•	Alignment with Shareholders. RSUs create a focus on shareholder return because the value of an award is based on the value of the underlying common stock, and awards can create an ongoing stake in the company through stock ownership once they vest.

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•	Total Shareholder Return

◦

Measured by: Total shareholder return (TSR) over the three-year performance period relative to the TSR achieved by a comparison group of companies over the same three-year period. TSR measures the change in a company’s stock price for a given period, plus its dividends (or other earnings paid to investors) over the same period, as a percentage of the stock price at the beginning of the period. To calculate the value of stock at the beginning and end of the period, we use the average daily closing price for the 20-trading day period ending on the measurement date. Relative TSR will be determined by ranking the company and the peer companies from highest to lowest according to their respective TSR. The percentile performance of the company relative to the peer companies will be determined based on this ranking. The comparator group consists of companies on the Edison Electric Institute regulated index on December 31, 2015, excluding those that have completed or announced a merger, acquisition, business combination, “going private” transaction or liquidation. Companies that are in bankruptcy will be assigned a negative one TSR.

◦

Why we use this measure:  TSR is a direct measure of value creation for shareholders. We use relative rather than absolute TSR to ensure that payouts reflect the company’s performance rather than general market conditions. To minimize the risk of a single day extreme impacting the measurement of long-term shareholder return, we calculate share value using the average daily closing price for the 20-trading day period ending on the measurement date.

•	Return on Equity

◦

Measured by: The average of each of three consecutive years’ Accounting ROE as a percentage of Allowed ROE. “Accounting ROE” is defined as annual net income, as shown on the company’s income statement, divided by the average of the current year’s and prior year’s shareholders’ equity, as shown on the balance sheet. “Allowed ROE” is the return on equity that the Oregon Public Utility Commission (OPUC) permits the company to include in the rates it charges its customers.

◦	Why we use this measure: This goal measures how successful the company is at generating a return on dollars invested by its shareholders. Because the company’s return on its investment can fluctuate based on OPUC rate case orders, we believe the appropriate measure of our ability to generate earnings on shareholder investments is Accounting ROE as a percentage of Allowed ROE.

•	Regulated Asset Base

◦	Measured by: Regulated asset base at the end of the three-year period measured against an asset base target established by the Compensation Committee.

◦	Why we use this measure: Asset base provides a measure of the amount the company invests in its base business. By executing our investment strategy — bringing capital projects into service on time and within budget — we meet the needs of our customers while also creating value for our shareholders.

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•	Create financial incentives that align the interests of executive officers with strong operating and financial performance of the company; and

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•	Encourage executive officers to operate the business of the company with a long-term perspective.

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(1)	Amounts in the Salary column include base salary earned and, where applicable, the value of paid time off deferred under the company's 2005 Management Deferred Compensation Plan (“2005 MDCP”).

(2)

Amounts in the Stock Awards column constitute the aggregate grant date fair value of awards of restricted stock units with performance-based vesting conditions (“performance RSUs”), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, Compensation - Stock Compensation, excluding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the grant date fair value, in each case valued using the closing market price of the company's common stock on the New York Stock Exchange on the grant date, and may not correspond to the actual value that will be realized. The grant date fair values of the performance RSUs assume performance at target levels, which would allow the vesting of 100% of the RSUs awarded. If the maximum number of shares issuable under the performance RSUs had been used in this calculation in lieu of the target number of shares, the amounts in the table for fiscal 2016 would have been as follows:

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(3)	Amounts in the Non-Equity Incentive Plan Compensation column represent cash payments under the company's 2008 Annual Cash Incentive Master Plan for Executive Officers (“Annual Cash Incentive Plan”). The terms of the 2016 awards are discussed below in the section entitled “Grants of Plan-Based Awards.”

(5)	The figures in this column for 2016 include company contributions under the 2005 MDCP, the value of dividend equivalent rights earned under the 2006 Stock Incentive Plan (“DERs”), and company contributions to the 401(k) Plan, in the following amounts:

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(1)

These columns show the range of potential payouts for cash incentive awards made in 2016 under the Annual Cash Incentive Plan. The amounts shown in the Threshold column are the payouts when threshold performance is achieved, which are 50.0% of target awards for each executive. The amounts in the Target column reflect payouts at target level of performance, which are 100.0% of the target awards. The amounts shown in the Maximum column reflect maximum payouts, which are 141.7% of the target awards. See the section of the Compensation Discussion and Analysis entitled “Annual Cash Incentive Awards” on pages 28 to 32 for a description of the terms of the awards.

(2)

These columns show the estimated range of potential payouts for awards of performance RSUs made in 2016 under the 2006 Stock Incentive Plan. The amounts shown in the Threshold column reflect the minimum number of RSUs that could vest, which is 50.0% of the target amount shown in the Target column. The number of RSUs shown in the Maximum column is equal to 150.0% of the target amount. See the section of the Compensation Discussion and Analysis entitled “Long-Term Equity Incentive Awards” on pages 32 to 35 for a description of the terms of the awards.

(3)	The grant date fair values for the performance RSUs assume performance at target levels and a stock price of $37.57 (the closing price of the company’s common stock on February 17, 2016, the date of the grant). The grant date fair values of the performance RSUs assume that the executive will continue to be employed by the company throughout the performance period.

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(1)	Amounts in this row relate to performance RSUs with a three-year performance period ending December 31, 2018. The awards will vest in the first quarter of 2019, when the Compensation Committee (or in the case of Mr. Piro, the independent directors) determines the performance results and whether to make any downward adjustments to payouts under the awards.

(2)	Amounts in this row relate to performance RSUs with a three-year performance period ending December 31, 2017. The awards will vest in the first quarter of 2018, when the Compensation Committee (or in the case of Mr. Piro, the independent directors) determines the performance results and whether to make any downward adjustments to payouts under the awards.

(3)

Amounts in this row relate to performance RSUs with a three-year performance period ending December 31, 2016. The awards vested on February 15, 2017, when the Compensation Committee (or in the case of Mr. Piro, the independent directors) determined the performance results and whether to make any downward adjustments to payouts under the awards. Amounts in this row are based on a performance percentage of 116.3%.

(4)	Amounts in this column reflect a value of $43.33 per unit (the closing price of the company's common stock on December 31, 2016) and performance percentage of 116.3%.

(5)	Amounts in this column are the number of performance RSUs granted in 2015 and 2016, none of which had vested as of December 31, 2016. The amounts shown assume the maximum level of performance.

(6)	Amounts in this column reflect the value of performance RSUs granted in 2015 and 2016, assuming a value of $43.33 per unit (the closing price of the company's common stock on December 31, 2016) and performance at maximum levels.

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(1)	Amounts in this column include salary and paid-time-off deferrals that are reflected in the “Salary” column, and cash incentive award deferrals that are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)	Amounts in this column include a company matching contribution of 3% of annual base salary deferred under the plans. These amounts are included in the Summary Compensation Table under “All Other Compensation.”

(3)	Amounts in this column are included in the Summary Compensation Table under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” to the extent that the earnings are above-market.

(4)	Amounts in this column are reflected in the Summary Compensation Table under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” only to the extent described in footnotes (1) to (3) above.

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(1)

In the event of a Change of Control, as defined in the 1986 MDCP, participants are eligible to take an accelerated distribution of their account balances at a reduced forfeiture rate. See the section below entitled “Management Deferred Compensation Plan - Effect of Change in Control” for additional information. The amount shown in the Change in Control column is the amount by which the forfeiture would be reduced, assuming that a Change in Control occurred on December 31, 2016 and the officer elected to take an early distribution of his or her 1986 MDCP account balance as of that date. Ms. Pope does not have an account balance under the 1986 MDCP.

(2)

The amounts shown in the Involuntary Not for Cause Termination column assume 12 months of pay at 2016 salary levels for all named executive officers. The amounts shown in the Termination Following Change in Control column consist of 52 weeks of base salary plus the value of the target cash incentive award for the fiscal year in which the termination occurs and are based on 2016 base salaries and the cash incentive award payouts for 2016, which ranged from 85.84% to 99.84% of target.

(3)

Amounts in this row under the headings “Retirement” and “Death or Disability” constitute the value of performance RSUs granted under the 2006 Stock Incentive Plan that would vest, assuming performance at 106.5% of target performance for the 2016 grants, 106.3% of target performance for the 2015 grants, and 116.3% of target performance for the 2014 grants. The payout percentages for the 2016 and 2015 grants are based on forecasted results. The payout percentage for the 2014 grants is based on actual results. The values reflect the closing price of the company’s common stock as of December 31, 2016 ($43.33).

(4)

The amount in this row under the heading “Termination Following Change in Control” shows the value of the performance RSUs granted under the 2006 Stock Incentive Plan in 2014, 2015 and 2016. These grants included provisions for accelerated vesting in the event of a termination following a Change in Control, as more fully described in the narrative below. The value shown reflects the closing price of the company's common stock as of December 31, 2016 ($43.33).

(5)

Under the company's Annual Cash Incentive Plan, if a participant's employment terminates due to the participant’s death, disability or retirement prior to payment being made under an award, the company would pay an award to the participant or the participant's estate at the same time that awards are payable generally to other participants, pro-rated to reflect the number of full and partial months during the award year during which the participant was employed by the company. The amount of the payout would be based on actual performance results for the year.

(6)	Amounts in this row are the estimated value of outplacement assistance consulting services received, assuming that the executive is granted six months of outplacement assistance, at a value of $5,000 for the first three months and $3,000 for an additional three months.

•	“Change in Control” means any of the following events:

◦	A person or entity becomes the beneficial owner of company securities representing more than 30% of the combined voting power of the company’s then outstanding voting securities;

◦

During any period of two consecutive years, individuals who at the beginning of the period constitute the members of the Board of Directors and any new director whose election to the Board of Directors or nomination for election to the Board of Directors by the company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or

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The company merges with or consolidates into any other corporation or entity, other than a merger or consolidation which would result in the holders of the voting securities of the company outstanding immediately prior thereto holding immediately thereafter securities representing more than 50% of the combined voting power of the voting securities of the company or such surviving entity outstanding immediately after such merger or consolidation; or

◦	The shareholders of the company approve a plan of complete liquidation of the company or an agreement for the sale or disposition by the company of all or substantially all of the company’s assets.

•	“Good Reason” means the occurrence of any of the following conditions:

◦	A material adverse change in the nature of the executive’s duties or responsibilities (provided that merely ceasing to be an officer of a public company does not itself constitute a material adverse change);

◦	A material reduction in the executive’s base compensation or incentive compensation opportunities; or

◦	A mandatory relocation of the executive’s principal place of work in excess of 50 miles.

•	“Cause,” in the case of a termination that occurs within two years of a change of control, is defined as conduct involving any of the following:

◦	The substantial and continuing failure of the executive to perform substantially all of his or her duties to the company (other than a failure resulting from incapacity due to physical or mental illness), after 30 days’ notice from the company;

◦	The violation of a company policy, which could reasonably be expected to result in termination;

◦	Dishonesty, gross negligence or breach of fiduciary duty;

◦	The commission of an act of fraud or embezzlement, as found by a court of competent jurisdiction;

◦	The conviction of a felony; or

◦	A material breach of the terms of an agreement with the company, provided that the company provides the executive with adequate notice of the breach and the executive fails to cure the breach with 30 days after receipt of notice.

•	“Cause,” in the case of a termination that does not occur within two years of a change in control, is defined as a violation of company standards of performance, conduct or attendance (as construed by the company in its sole discretion).

•	For the return on equity performance goal, Accounting ROE would be assumed to be actual accounting ROE for any fiscal years that ended prior to the termination of employment, and target ROE for any other fiscal years included in the performance period;

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•	For the asset base performance goal, regulated asset base for 3-year performance period would be assumed to be at target; and

•	For the relative total shareholder return goal, target performance results would be assumed for the 3-year performance period.

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1.	The election of directors;

2.	The ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2017;

3.	An advisory, non-binding vote to approve the compensation of the company's named executive officers; and

4.	An advisory, non-binding vote to approve the frequency of future non-binding shareholder votes to approve the compensation of the company’s named executive officers.

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