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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1996
Registrant; State of Incorporation; IRS Employer
COMMISSION FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
1-5532 PORTLAND GENERAL CORPORATION 93-0909442
(an Oregon Corporation)
121 SW Salmon Street
Portland, Oregon 97204
(503) 464-8820
1-5532-99 PORTLAND GENERAL ELECTRIC COMPANY 93-0256820
(an Oregon Corporation)
121 SW Salmon Street
Portland, Oregon 97204
(503) 464-8000
Securities registered pursuant to Section 12(b) of the Act:
POWER OF ATTORNEY
The undersigned director(s) of Portland General Corporation hereby
appoint(s) Alvin Alexanderson, Joseph M. Hirko and Joseph E. Feltz, and
each of them generally, as the attorney-in-fact, in any and all capacities
stated herein, to execute on behalf of the undersigned and to file with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, the Portland General Corporation Annual Report on Form
10-K for the fiscal year ended December 31, 1996.
Dated: JANUARY 28, 1997
Carefree, Arizona
/S/ GWYNETH GAMBLE BOOTH /S/ KEN L. HARRISON
Gwyneth Gamble Booth Ken L. Harrison
___________________________ /S/ JERRY E. HUDSON
Peter J. Brix Jerry E. Hudson
/S/ CAROLYN S. CHAMBERS /S/ JEROME J. MEYER
Carolyn S. Chambers Jerome J. Meyer
/S/ JOHN W. CREIGHTON, JR. /S/ RANDOLPH L. MILLER
John W. Creighton, Jr. Randolph L. Miller
/S/ RICHARD GEARY /S/ BRUCE G. WILLISON
Richard Geary Bruce G. Willison
POWER OF ATTORNEY
The undersigned director(s) of Portland General Electric Company
hereby appoint(s) Alvin Alexanderson, Joseph M. Hirko and Joseph E. Feltz,
and each of them generally, as the attorney-in-fact, in any and all
capacities stated herein, to execute on behalf of the undersigned and to
file with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the Portland General Electric Company
Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
Dated: JANUARY 28, 1997
Carefree, Arizona
/S/ GWYNETH GAMBLE BOOTH /S/ KEN L. HARRISON
Gwyneth Gamble Booth Ken L. Harrison
____________________________ /S/ JERRY E. HUDSON
Peter J. Brix Jerry E. Hudson
/S/ CAROLYN S. CHAMBERS /S/ JEROME J. MEYER
Carolyn S. Chambers Jerome J. Meyer
/S/ JOHN W. CREIGHTON, JR. /S/ RANDOLPH L. MILLER
John W. Creighton, Jr. Randolph L. Miller
/S/ RICHARD GEARY /S/ BRUCE G. WILLISON
Richard Geary Bruce G. Willison
PORTLAND GENERAL CORPORATION
AMENDED AND RESTATED
OUTSIDE DIRECTORS' STOCK COMPENSATION PLAN
AMENDMENT NO. 1
THIS AMENDMENT to the Amended and Restated Portland General
Corporation Outside Directors' Stock Compensation Plan (the "Plan") is made
and entered into this 2nd day of October, 1996, by Portland General
Corporation (the "Corporation");
WHEREAS, the Corporation has established the Plan as amended and
restated February 6, 1996; and
WHEREAS, pursuant to Section 11.1 of the Plan, the Board of Directors
of the Corporation may amend the Plan, provided that the Plan is not
amended more than once each six months and no such amendment shall
adversely affect any then outstanding Award; and
WHEREAS, the Board of Directors, by resolutions adopted September 10,
1996, deems it in the best interest of the Corporation to amend the Plan,
and that the following amendment does not adversely affect any outstanding
Award under the Plan;
NOW, THEREFORE, effective as of September 10, 1996, the Plan is hereby
amended as follows:
Section 4.1 is amended to read as follows:
"4.1. VESTING; DELIVERY OF SHARES; FORFEITURES.
4.1 Subject to Sections 3.2(a) and 4.2 through 4.5, shares
of Common Stock in an Award shall vest 100 percent on the third
Anniversary Date. Five-Year Awards and Transition Awards shall
vest and be released as set forth in Section 8. Notwithstanding
the foregoing, all Shares of Common Stock in any outstanding
Award shall vest 100 percent on the effective date and
consummation of the merger of Enron Corporation and Portland
General Corporation agreed to in that certain Agreement and Plan
of
PAGE 1 - AMENDMENT NO. 1 - ODSC PLAN
Merger by and between Enron Corporation, Portland General
Corporation and New Falcon Corp., dated as of July 20, 1996, as
that Agreement may be amended or restated from time to time.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed as of the day and year first above written.
PORTLAND GENERAL CORPORATION
By: /S/ JOSEPH M. HIRKO
Joseph M. Hirko
Senior Vice President-Finance
PAGE 2 - AMENDMENT NO. 1 - ODSC PLAN
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AMENDED AND RESTATED
1990 LONG-TERM
INCENTIVE MASTER PLAN
Portland General Corporation
1996 Restatement
Portland General Corporation
AMENDED AND RESTATED
1990 Long-Term Incentive Master Plan
1996 Restatement
TABLE OF CONTENTS
ARTICLE SECTION PAGE
1. ESTABLISHMENT, PURPOSE, AND DURATION .............................. 1
1.1 ESTABLISHMENT OF THE PLAN ................................... 1
1.2 PURPOSE OF THE PLAN ......................................... 1
1.3 DURATION OF THE PLAN ........................................ 1
2. DEFINITIONS AND CONSTRUCTION ...................................... 2
2.1 DEFINITIONS ................................................. 2
2.2 GENDER AND NUMBER ........................................... 5
2.3 SEVERABILITY ................................................ 5
3. ADMINISTRATION .................................................... 5
3.1 THE COMMITTEE ............................................... 5
3.2 AUTHORITY OF THE COMMITTEE .................................. 5
3.3 DECISIONS BINDING ........................................... 6
3.4 GRANTS OF OPTIONS BY CHIEF EXECUTIVE OFFICER OR INSIDER
COMMITTEE ................................................... 6
4. SHARES SUBJECT TO THE PLAN ........................................ 7
4.1 NUMBER OF SHARES ............................................ 7
4.2 LAPSED AWARDS ............................................... 8
4.3 ADJUSTMENTS IN AUTHORIZED SHARES ............................ 8
5. ELIGIBILITY AND PARTICIPATION ..................................... 8
5.1 ELIGIBILITY ................................................. 8
5.2 ACTUAL PARTICIPATION ........................................ 9
6. STOCK OPTIONS ..................................................... 9
6.1 GRANT OF OPTIONS ............................................ 9
6.2 OPTION AGREEMENT ............................................ 9
6.3 OPTION PRICE ................................................ 9
6.4 DURATION OF OPTIONS ......................................... 9
6.5 EXERCISE OF OPTIONS ......................................... 9
6.6 PAYMENT ..................................................... 9
i
ARTICLE SECTION PAGE
6.7 RESTRICTIONS ON SHARE TRANSFERABILITY ....................... 10
6.8 DIVIDEND EQUIVALENTS ON STOCK OPTIONS ....................... 10
6.9 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT .................................................. 10
6.10 TERMINATION OF EMPLOYMENT FOR OTHER REASONS ................. 12
6.11 TRANSFERABILITY OF OPTIONS .................................. 12
7. STOCK APPRECIATION RIGHTS ......................................... 12
7.1 GRANT OF SARS ............................................... 12
7.2 EXERCISE OF SARS IN LIEU OF OPTIONS ......................... 13
7.3 EXERCISE OF SARS IN ADDITION TO OPTIONS ..................... 13
7.4 EXERCISE OF SARS INDEPENDENT OF OPTIONS ..................... 13
7.5 SAR AGREEMENT ............................................... 13
7.6 TERM OF SARS ................................................ 13
7.7 PAYMENT OF SAR AMOUNT ....................................... 13
7.8 SECTION 16 REQUIREMENTS ..................................... 14
7.9 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT .................................................. 14
7.10 TERMINATION OF EMPLOYMENT FOR OTHER REASONS ................. 15
7.11 TRANSFERABILITY OF SARS ..................................... 15
8. RESTRICTED STOCK .................................................. 15
8.1 GRANT OF RESTRICTED STOCK ................................... 15
8.2 RESTRICTED STOCK AGREEMENT .................................. 16
8.3 TRANSFERABILITY ............................................. 16
8.4 OTHER RESTRICTIONS .......................................... 16
8.5 CERTIFICATE LEGEND .......................................... 16
8.6 REMOVAL OF RESTRICTIONS ..................................... 16
8.7 VOTING RIGHTS ............................................... 16
8.8 DIVIDENDS AND OTHER DISTRIBUTIONS ........................... 17
8.9 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT .................................................. 17
8.10 TERMINATION OF EMPLOYMENT FOR OTHER REASONS ................. 17
9. PERFORMANCE UNITS AND PERFORMANCE SHARES .......................... 17
9.1 GRANT OF PERFORMANCE UNITS/SHARES ........................... 17
9.2 VALUE OF PERFORMANCE UNITS/SHARES ........................... 17
9.3 EARNING OF PERFORMANCE UNITS/SHARES ......................... 18
9.4 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES ...... 18
9.5 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
ii
ARTICLE SECTION PAGE
RETIREMENT .................................................. 18
9.6 TERMINATION OF EMPLOYMENT FOR OTHER REASONS ................. 18
9.7 TRANSFERABILITY ............................................. 19
10. OTHER STOCK-BASED AWARDS ......................................... 19
10.1 OTHER STOCK-BASED AWARDS .................................... 19
10.2 TRANSFERABILITY ............................................. 19
11. BENEFICIARY DESIGNATION .......................................... 19
12. RIGHTS OF EMPLOYEES .............................................. 19
12.1 EMPLOYMENT .................................................. 19
12.2 PARTICIPATION ............................................... 19
13. CHANGE IN CONTROL ................................................ 20
14. AMENDMENT, MODIFICATION, AND TERMINATION ......................... 20
14.1 AMENDMENT, MODIFICATION, AND TERMINATION .................... 20
14.2 AWARDS PREVIOUSLY GRANTED ................................... 21
15. WITHHOLDING ...................................................... 21
15.1 TAX WITHHOLDING ............................................. 21
15.2 SHARE WITHHOLDING ........................................... 21
16. INDEMNIFICATION .................................................. 21
17. SUCCESSORS ....................................................... 22
18. REQUIREMENTS OF LAW .............................................. 22
18.1 REQUIREMENTS OF LAW ......................................... 22
18.2 GOVERNING LAW ............................................... 22
iii
PORTLAND GENERAL CORPORATION
AMENDED AND RESTATED
1990 LONG-TERM INCENTIVE MASTER PLAN
1996 RESTATEMENT
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. Portland General Corporation
("Portland General") established the Portland General Corporation 1990
Long-Term Incentive Master Plan (hereinafter referred to as the "Plan") to
be effective October 1, 1990, subject to the approval of the Board of
Directors and the shareholders of Portland General, which approval was
given by the Board of Directors on October 1, 1990 and by the Shareholders
at the Annual Meeting of Shareholders held April 30, 1991. The Plan shall
remain in effect as provided in Section 1.3 herein. The Plan permits the
grant of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, Performance Shares, Performance
Units, and other Stock-Based Awards.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
success, and enhance the value of the Company by linking the personal
interests of Employees to those of Company shareholders, and by providing
Employees with an incentive for outstanding performance.
The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Employees upon
whose judgment, interest, and special effort the successful conduct of its
operation largely is dependent.
1.3 DURATION OF THE PLAN. The Plan shall commence on October 1,
1990 (the "Effective Date") and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant
to Article 14 herein, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no
event may an Award be granted under the Plan on or after the tenth (10th)
anniversary of the Plan's Effective Date.
1
ARTICLE 2. DEFINITIONS AND CONSTRUCTION
2.1 DEFINITIONS. Whenever used in the Plan, the following terms
shall have the meanings set forth below and, when the meaning is intended,
the initial letter of the word is capitalized:
(a) "Award" means, individually or collectively, a grant under
this Plan of Nonqualified Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares, Performance Units, or other Stock-Based
Awards.
(b) "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations
under the Exchange Act.
(c) "Board" or "Board of Directors" means the Board of Directors
of Portland General Corporation or any successor thereto as
provided in Article 17 herein.
(d) "Cause" means (i) willful and gross misconduct on the part
of a Participant that is materially and demonstrably
detrimental to the Company; (ii) the commission by a
Participant of one or more acts which constitute an
indictable crime under United States Federal, state, or
local law; or (iii) such other meaning as shall be specified
by the Committee. Unless otherwise provided by the
committee at the time of making an Award, "Cause" under
either (i), (ii) or (iii) shall be determined in good faith
by a written resolution duly adopted by the affirmative vote
of not less than two-thirds (2/3rds) of all the Directors
at a meeting duly called and held for that purpose after
reasonable notice to the Participant and opportunity for the
Participant and his or her legal counsel to be heard.
(e) "Change in Control" of the Company shall be defined by the
Committee at the time of making each and every Award
hereunder.
(f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(g) "Committee" means the committee, as specified in Article 3,
appointed by the Board to administer the Plan with respect
to grants of Awards.
(h) "Company" means Portland General Corporation, an Oregon
corporation (including any and all Subsidiaries), or any
successor
2
thereto as provided in Article 17 herein.
(i) "Demotion" shall mean the reduction of a Participant's
salary grade, job classification, or title (the
Participant's job classification or title shall govern in
all cases where said job classification or title are not
defined by means of a salary grade) with the Company to a
level at which Awards under this Plan or any other plan
providing long-term incentives to Employees have NOT been
granted within the three (3) years preceding such demotion.
(j) "Director" means any individual who is a member of the Board
of Directors.
(k) "Disability" means a permanent and total disability, within
the meaning of Code Section 22(e)(3), as determined by the
Committee in good faith, upon receipt of sufficient
competent medical advice from one or more individuals,
selected by the Committee, who are qualified to give
professional medical advice.
(l) "Dividend Equivalent" means an accrual for payment of cash
or Shares equal in value to dividends paid on Shares subject
to Options.
(m) "Employee" means any employee of the Company. Directors who
are also employed by the Company shall be considered
Employees under this Plan.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor Act thereto.
(o) "Fair Market Value" means the closing price of Shares on the
relevant date, as reported in the WALL STREET JOURNAL or a
similar publication selected by the Committee.
(p) "Grant Price" means the value of a SAR on the date of grant,
as determined by the Committee.
(q) "Incentive Stock Option" or "ISO" means an option to
purchase Shares, granted under Article 6 herein, which is
designated as an Incentive Stock Option and is intended to
meet the requirements of Section 422 of the Code, or any
successor Section thereto.
3
(r) "Insider" shall mean an Employee of the Company who is, at
the time an Award is made under this Plan, designated as
subject to Section 16 of the Exchange Act and the Rules
promulgated thereunder or a Director.
(s) "Noninsider" shall mean an individual who is not an Insider.
(t) "Noninsider Committee" means the committee, as specified in
Section 3.4, that may be appointed by the Board to grant
Options to Noninsiders.
(u) "Nonqualified Stock Option" or "NQSO" means an option to
purchase Shares, granted under Article 6 herein, which is
not intended to be an Incentive Stock Option.
(v) "Option" means an Incentive Stock Option or a Nonqualified
Stock Option.
(w) "Option Price" means the price at which a Share may be
purchased by a Participant pursuant to an Option, as
determined by the Committee.
(x) "Outside Director" means a Director who meets the definition
of "nonemployee director" under the Rules promulgated under
Section 16 of the Exchange Act, as such definition may be
amended from time to time.
(y) "Participant" means an Employee of the Company who has
outstanding an Award granted under the Plan.
(z) "Performance Unit" or "Performance Share" means an Award
granted to an Employee pursuant to Article 9 herein.
(aa) "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock is limited in some
way (based on the passage of time, the achievement of
performance goals, or upon the occurrence of other events as
determined by the Committee, at its discretion), and the
Shares are subject to a substantial risk of forfeiture, as
provided in Article 8 herein.
(ab) "Restricted Stock" means an Award granted to an Employee
pursuant to Article 8 herein.
4
(ac) "Stock Appreciation Right" or "SAR" means an Award, granted
alone or in tandem with an Option, designated as a SAR,
granted to an Employee pursuant to Article 7 herein.
(ad) "Stock-Based Award" means an Award granted to an Employee
pursuant to Article 10 herein.
(ae) "Shares" means the $3.75 par value Common Stock of Portland
General Corporation.
(af) "Subsidiary" means any corporation in which the Company owns
directly, or indirectly through subsidiaries, at least 50%
of the total combined voting power of all classes of stock,
or any other entity (including, but not limited to,
partnerships and joint ventures) in which the Company owns
at least 50% of the combined equity thereof. In the event
that applicable law permits the ownership of less than 50%
of the total combined voting power of all classes of stock
of a corporation to cause such corporation to constitute a
"Subsidiary," then the requirement of 50% ownership in this
definition shall be lowered to the lowest level permitted
under applicable law.
2.2 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine;
the plural shall include the singular and the singular shall include the
plural.
2.3 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provision had not been included.
ARTICLE 3. ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by a committee
consisting solely of two or more Outside Directors, who shall be appointed
from time to time by, and shall serve at the discretion of, the Board of
Directors. Provided, however, that if for any reason the Committee does
not qualify to administer the Plan, as contemplated by the Article 16 of
the Exchange Act and the Rules promulgated thereunder, the Board of
Directors may appoint a new Committee so as to comply therewith.
3.2 AUTHORITY OF THE COMMITTEE. The Committee shall have full power
except as limited by law or by the Articles of Incorporation or Bylaws of
Portland General or any
5
successor thereto as provided in Article 17 herein, subject to the
provisions herein, to determine the size and types of Awards; to determine
the terms and conditions of such Awards in a manner consistent with the
Plan; to construe and interpret the Plan and any agreement or instrument
entered into under the Plan; to establish, amend, or waive rules and
regulations for the Plan's administration; and (subject to the provisions
of Article 14 herein) to amend the terms and conditions of any outstanding
Award to the extent such terms and conditions are within the discretion of
the Committee as provided in the Plan. Further, the Committee shall make
all other determinations which may be necessary or advisable for the
administration of the Plan. As permitted by law, the Committee may
delegate its authorities as identified hereunder.
3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and
binding on all persons, including the Company, its stockholders, Employees,
Participants, and their estates and beneficiaries.
3.4 GRANTS OF OPTIONS BY CHIEF EXECUTIVE OFFICER OR INSIDER
COMMITTEE. The Board of Directors may grant to the Chief Executive Officer
(the "CEO") of Portland General or any successor thereto as provided in
Article 17 herein, or a Committee appointed by it consisting of at least
two Directors one of whom shall be the CEO if the CEO is a Director
("Noninsider Committee") the authority to grant Options to Noninsiders.
Options granted pursuant to this Section 3.4 shall be subject to the
provisions of this Section 3.4, the limits specifically prescribed by the
Board of Directors and the requirements of Oregon law. Prior to the grant
of such Options, the CEO or the Noninsider Committee, as the case may be,
shall obtain the opinion of legal counsel for the Company that each person
chosen to receive an Option under this Section is properly classified as a
Noninsider.
The Options granted by the CEO to Noninsiders pursuant to this Section
between October 1, 1990 and October 2, 1991 may be granted upon such terms
and provisions as deemed appropriate by the CEO; provided, however, that
the aggregate number of Shares available for grant is one hundred thousand
(100,000), that any such Option granted not exceed 5,000 shares per
employee per year, that the exercise price for any such Options granted
shall equal the fair market value of Shares on the date of grant, and that
all Options granted must be exercised within ten (10) years after the date
of the grant.
At any time after October 2, 1991, the Board of Directors may
authorize the CEO or the Noninsider Committee to grant Options for an
additional number of Shares and upon such terms and provisions as the Board
shall determine subject to the terms of this Section 3.4. The initial one
hundred thousand (100,000) Shares authorized pursuant to the immediately
preceding paragraph and any such additional Shares granted under Options
pursuant to this Section shall be counted toward the maximum number of
Shares subject to this Plan, as set forth in Section 4.1.
6
In addition to the authority granted to the CEO or the Noninsider
Committee to grant Options to Noninsiders pursuant to this Section 3.4, the
CEO may, at any time, recommend to the Committee Insiders to receive grants
of Options, and may recommend the number of Shares and the terms and
provisions applicable to such Options; provided, however, that
notwithstanding such recommendation, the grant of any Option to Insiders
and the terms and conditions applicable thereto shall be at the sole
discretion of the Committee. In the event that the Committee shall choose
to grant an Option to an Insider upon the recommendation of the CEO, the
Committee may choose to apply the number of Shares subject to such Option
against the number of Shares available for grant by the CEO or the
Noninsider Committee pursuant to this Section 3.4, such that the number of
Shares available to the CEO or the Noninsider Committee is reduced by the
number of Shares covered by such Option.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES. Subject to adjustment as
provided in Section 4.3 herein, the total number of Shares available for
grant under the Plan may not exceed 2,300,000; of which no more than
1,150,000 may be issued as Restricted Stock. These 2,300,000 Shares may be
either authorized but unissued or reacquired Shares.
The following rules will apply for purposes of the determination of
the number of Shares available for grant under the Plan:
(a) The grant of an Option or Restricted Stock Award shall
reduce the Shares available for grant under the Plan by the
number of Shares subject to such Award.
(b) The grant of a Stock Appreciation Right related to an Option
("Tandem SAR") shall reduce the number of Shares available
for grant by the number of Shares subject to the related
Option if the Tandem SAR is granted "in lieu of" the Option.
If the number of "in lieu of" SARs granted in Tandem with
Options exceeds the number of Shares subject to the related
Option, then the number of Shares available for grant shall
additionally be reduced by the amount of such excess;
provided, however, that to the extent such grants are paid
in cash, such Shares shall again be available for the grant
of Awards under the Plan in accordance with Section 16 of
the Exchange Act and the Rules promulgated thereunder.
(c) The grant of a Tandem SAR "in addition to" the related
Option shall reduce the number of Shares available for grant
by the number of Shares subject to the SAR, in addition to
the number of Shares subject
7
to the related Option.
(d) The grant of Stock Appreciation Rights not related to an
Option ("Freestanding SAR") shall reduce the number of
Shares available for grant by the number of Freestanding
SARs granted.
(e) The grant of Performance Units and/or Performance Shares
shall reduce the number of Shares available for grant while
outstanding; provided, however, that to the extent such
grants are paid in cash, such Shares shall again be
available for the grant of Awards under the Plan in
accordance with Section 16 of the Exchange Act and the Rules
promulgated thereunder.
(f) The grant of other Stock-Based Awards shall reduce the
number of Shares available for grant hereunder to the extent
Shares are utilized, as determined by the Committee in
accordance with the provisions of Section 16 of the Exchange
Act and the Rules promulgated thereunder.
4.2 LAPSED AWARDS. If any Award granted under this Plan terminates,
expires, or lapses for any reason (with the exception of the termination of
a Tandem SAR granted "in lieu of" the related Option or a related Option
upon exercise of the corresponding "in lieu of" SAR), any Shares subject to
such Award again shall be available for the grant of an Award under the
Plan to the extent allowed pursuant to Section 16 of the Exchange Act and
the Rules promulgated thereunder.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation,
stock dividend, split-up, Share combination, or other change in the
corporate structure of the Company affecting the Shares, such adjustment
shall be made in the number and class of Shares which may be delivered
under the Plan, and in the number and class of and/or price of Awards
granted under the Plan, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; and provided that the number of Shares subject to
any Award shall always be a whole number.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY. Persons eligible to participate in this Plan
include all Employees of the Company, including Employees who are members
of the Board, but excluding Directors who are not Employees.
5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan,
the Committee may, from time to time, select from all eligible Employees,
those to whom Awards shall be
8
granted and shall determine the nature and amount of each Award. No
Employee shall have any right to be granted an Award under this Plan.
ARTICLE 6. STOCK OPTIONS
6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the
Plan, Options may be granted to Employees at any time and from time to time
as shall be determined by the Committee. The Committee shall have
discretion in determining the number of Shares subject to Options granted
to each Employee. The Committee may grant ISOs, NQSOs, or a combination
thereof. Nothing in this Article 6 shall be deemed to prevent the grant of
NQSOs in excess of the maximum established by Section 422 of the Code, or
any successor Section thereto.
6.2 OPTION AGREEMENT. Each Option grant shall be evidenced by an
Option Agreement that shall specify the Option Price, the duration of the
Option, the number of Shares to which the Option pertains, and such other
provisions as the Committee shall determine. The Option Agreement also
shall specify whether the Option is intended to be an ISO within the
meaning of Section 422 of the Code, or any successor Section thereto, or a
NQSO whose grant is intended not to fall under the Code provisions of
Section 422, or any successor Section thereto.
6.3 OPTION PRICE. The Option Price for each grant of an Option to
an Employee shall be determined by the Committee; provided that, in the
case of an ISO, the Option Price shall not be less than 100% of the Fair
Market Value of such Share on the date the Option is granted; and, provided
further, that in the case of a NQSO, the Option Price shall not be less
than the minimum price permissible under Oregon law.
6.4 DURATION OF OPTIONS. Each Option granted to an Employee shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no ISO shall be exercisable later than the tenth
(10th) anniversary date of its grant.
6.5 EXERCISE OF OPTIONS. Options granted to Employees under the
Plan shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve, which need
not be the same for each grant or for each Employee. However, in no event
may any Option granted under this Plan to an Insider become exercisable
prior to six (6) months following the date of its grant.
6.6 PAYMENT. Options shall be exercised in accordance with
established procedures.
The Option Price upon exercise of any Option shall be payable to the
Company in full either (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having a
9
Fair Market Value at the time of exercise equal to the total Option Price;
provided that any such Shares tendered by an Insider shall have been held
by such Insider for at least six months prior to such tender, or (c) by a
combination of (a) and (b). The Committee also allows cashless exercise as
permitted under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions, or by any other means which the Committee
determines to be consistent with the Plan's purpose and applicable law.
The proceeds from such a payment shall be added to the general funds of the
Company and shall be used for general corporate purposes.
The Committee also shall have the authority to extend loans to
Participants in order to aid Participants in the exercise of their Options,
upon such terms and requiring such security as the Committee, in its sole
discretion, shall deem appropriate.
As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Participant, in
the Participant's name, Share certificates in an appropriate amount based
upon the number of Shares purchased under the Option(s).
6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee shall
impose such restrictions, including restrictions on transferability, on
Options granted, and on any Shares acquired pursuant to the exercise of an
Option, under the Plan, as it may deem advisable, including, without
limitation, restrictions under applicable Federal securities laws, under
the requirements of any stock exchange or market upon which such Shares are
then listed and/or traded, and under any blue sky or state securities laws
applicable to such Shares.
6.8 DIVIDEND EQUIVALENTS ON STOCK OPTIONS. Employees owning Options
may be granted, at no additional cost, Dividend Equivalents based on the
dividends declared on Shares on record dates during the period between the
grant date of an Option and the date the Option is exercised, or an
equivalent period, as determined by the Committee. Such Dividend
Equivalents may be converted to additional Shares subject to the Option
("Dividend Equivalent Shares"), or cash, or both, by such formula as may be
determined by the Committee, provided, however, that such formula shall
conform to any holding period, notice provision or other requirement under
Section 16 of the Exchange Act and the Rules promulgated thereunder.
Dividend equivalents shall be computed as of each record date, with
respect to: (i) the number of Shares subject to the Option; and (ii) the
number of Dividend Equivalent Shares previously earned by the Employee
which were not issued during the period immediately prior to the dividend
record date.
6.9 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT.
10
(a) TERMINATION BY DEATH. In the event the employment of an
Employee is terminated by reason of death, any outstanding
Options granted to that Employee shall immediately vest 100%
and shall remain exercisable at any time prior to their
expiration date, or for one (1) year after the date that
employment was terminated, whichever period is shorter, by
such person or persons as shall have been named as the
Employee's beneficiary, or by such persons that have
acquired the Employee's rights under the Option by will or
by the laws of descent and distribution. However, the
Committee, in its sole discretion, may, at any time prior,
including at the time an Award is made or after such
termination, provide for the vesting and exercise of all or
a portion of such Options.
(b) TERMINATION BY DISABILITY. In the event the employment of
an Employee is terminated by reason of Disability, any
outstanding Options granted to that Employee shall
immediately vest 100%, and shall remain exercisable at any
time prior to their expiration date, or for one (1) year
after the date that the Employee's Disability is determined
by the Committee to be total and permanent, whichever period
is shorter. However, the Committee, in its sole discretion,
may, at any time prior, including at the time an Award is
made or after such termination, provide for the vesting and
exercise of all or a portion of such Options.
(c) TERMINATION BY RETIREMENT. In the event the employment of
an Employee is terminated by reason of "normal retirement"
(as defined under the then established rules of the
Company's tax-qualified pension retirement plan), any
outstanding Options granted to that Employee shall
immediately vest 100%, and shall remain exercisable at any
time prior to their expiration date, or for three (3) years
after the date that employment was terminated, whichever
period is shorter. However, the Committee, in its sole
discretion, may, at any time prior, including at the time an
Award is made or after such termination, provide for the
vesting and exercise of all or a portion of such Options.
In the event the employment of an Employee is terminated by
reason of Company's tax-qualified pension retirement plan),
any outstanding Options granted to that Employee that are
not then vested shall be forfeited. However, the Committee,
in its sole discretion, may, at any time prior, including at
the time an Award is made or after such termination, provide
for the vesting and exercise of all or a portion of
11
such Options.
(d) EXERCISE LIMITATIONS ON ISOS. In the case of ISOs, the tax
treatment prescribed under Section 422 of the Internal
Revenue Code of 1986, as amended, or any successor Section
thereto, may not be available if the Options are not
exercised within the time periods after each of the various
types of employment termination prescribed by said Section.
6.10 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. If the employment
of an Employee shall terminate for any reason (other than the reasons set
forth in Section 6.9 or for Cause), all nonvested Options held by the
Employee immediately shall be forfeited to the Company. However, the
Committee, in its sole discretion, may at any time prior, including at the
time an Award is made or after such termination, provide for the vesting
and exercise of all or any portion of such Options, upon such terms and
conditions as its deems proper.
If the employment of the Employee shall terminate for Cause, all
outstanding Options immediately shall be forfeited to the Company and no
additional exercise period shall be allowed, regardless of the vested
status of the Options.
Any Options forfeited under this Section shall again be available for
grant under the Plan in accordance with Section 16 of the Exchange Act and
the Rules promulgated thereunder.
6.11 TRANSFERABILITY OF OPTIONS. The Committee may establish the
terms by which any Option granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated.
ARTICLE 7. STOCK APPRECIATION RIGHTS
7.1 GRANT OF SARS. Subject to the terms and conditions of the Plan,
an SAR may be granted to an Employee at any time and from time to time as
shall be determined by the Committee. An SAR may be granted in any of the
following forms:
(a) "In lieu of" Options (as described in Section 4.1(b)
herein);
(b) "In addition to" Options (as described in Section 4.1(c)
herein);
(c) Independent of Options (a "Freestanding SAR"); or
(d) In any combination of (a), (b), or (c) above.
The Committee shall have complete discretion in determining the number
of SARs
12
granted to each Participant (subject to Section 4.1 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs. However, the Grant Price of a Freestanding SAR
shall be at least equal to the Fair Market Value of Shares on the date of
grant of the SAR. The Grant Price of "in lieu of" or "in addition to" SARs
(as described in Section 4.1 herein) shall equal the Option Price of the
related Option. Further, in no event shall any SAR granted hereunder
become exercisable within the first six (6) months of its grant.
7.2 EXERCISE OF SARS IN LIEU OF OPTIONS. SARs granted "in lieu of"
Options (as described in Section 4.1 herein) may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the
right to exercise an equivalent number of Options. The SAR may be
exercised only with respect to the Shares for which its related Option is
then exercisable. Option Stock with respect to which the SAR shall have
been exercised may not be subject again to an Award under this Plan.
Notwithstanding any other provision of this Plan to the contrary, with
respect to an SAR granted "in lieu of" an "Incentive Stock Option" within
the meaning of Section 422 of the Code, or any successor Section thereto:
(i) the SAR will expire no later than the expiration of the underlying
Incentive Stock Option; (ii) the SAR amount may be for no more than one
hundred percent (100%) of the difference between the Option Price of the
underlying Incentive Stock Option and the market price of the Shares
subject to the underlying Incentive Stock Option at the time the SAR is
exercised; and (iii) the SAR may be exercised only when the market price of
the Shares subject to the Incentive Stock Option exceeds the Option Price
of the Incentive Stock Option.
7.3 EXERCISE OF SARS IN ADDITION TO OPTIONS. SARs granted "in
addition to" Options (as described in Section 4.1 herein) shall be deemed
to be exercised upon the exercise of the related Options. The deemed
exercise of SARs granted "in addition to" Options shall not necessitate a
reduction in the number of related Options.
7.4 EXERCISE OF SARS INDEPENDENT OF OPTIONS. SARs granted
independently of Options may be exercised upon whatever terms and
conditions the Committee, in its sole discretion, imposes upon the SARs.
7.5 SAR AGREEMENT. Each SAR grant shall be evidenced by an SAR
Agreement that shall specify the Grant Price, the term of the SAR, and such
other provisions as the Committee shall determine.
7.6 TERM OF SARS. The term of an SAR granted under the Plan shall
be determined by the Committee, in its sole discretion, however, such term
shall not exceed ten (10) years.
13
7.7 PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant
shall be entitled to receive payment from the Company in an amount
determined by multiplying:
(a) The difference between the Fair Market Value of a Share on
the date of exercise over the Grant Price; by
(b) The number of Shares with respect to which the SAR is exercised.
At the sole discretion of the Committee, the payment upon SAR exercise
may be in cash, in Shares of equivalent value, or in some combination
thereof.
7.8 SECTION 16 REQUIREMENTS. Notwithstanding any other provision
of the Plan, the Committee may impose such conditions on exercise of an SAR
(including, without limitation, the right of the Committee to limit the
time of exercise to specified periods or the ability to exercise in cash or
Shares ) as may be required to satisfy the requirements of Section 16 of
the Exchange Act and the Rules promulgated thereunder.
7.9 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT.
(a) TERMINATION BY DEATH. In the event the employment of a
Participant is terminated by reason of death, any
outstanding SARs granted to that Participant shall
immediately vest 100%, and shall remain exercisable at any
time prior to their expiration date, or for one (1) year
after the date that employment is terminated, whichever
period is shorter, by such person or persons as shall have
been named as the Participant's beneficiary, or by such
persons that have acquired the Participant's rights under
the SARs by will or by the laws of descent and distribution.
However, the Committee, in its sole discretion, may, at any
time prior, including at the time an Award is made or after
such termination, provide for the vesting and exercise of
all or a portion of such Options.
(b) TERMINATION BY DISABILITY. In the event the employment of a
Participant is terminated by reason of Disability, any
outstanding SARs granted to that Participant shall
immediately vest 100%, and shall remain exercisable at any
time prior to their expiration date, or for one (1) year
after the date the Participant's Disability is determined by
the Committee to be total and permanent, whichever period is
shorter. However, the Committee, in its sole discretion,
may, at any time prior
14
including at the time an Award is made or after such
termination, provide for the vesting and exercise of all or
a portion of such Options.
(c) TERMINATION BY RETIREMENT. In the event the employment of a
Participant is terminated by reason of "normal retirement"
(as defined under the then established rules of the
Company's tax qualified pension retirement plan), all
outstanding SARs granted to that Participant shall
immediately vest 100%, and shall remain exercisable at any
time prior to their expiration date, or for one (1) year
after the date that employment was terminated, whichever
period is shorter. However, the Committee, in its sole
discretion, may, at any time prior,
including at the time an Award is made or after such
termination, provide for the vesting and exercise of all or
a portion of such Options.
In the event the employment of a Participant is terminated
by reason of "early retirement" (as defined under the then
established rules of the Company's tax qualified pension
retirement plan), any outstanding SARs granted to that
Participant that are not then vested shall be forfeited.
However, the Committee, in its sole discretion, may, at any
time prior, including at the time an Award is made or after
such termination, provide for the vesting and exercise of
all or a portion of such Options.
7.10 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. If the employment
of a Participant shall terminate for any reason other than the reasons
described in Section 7.9, or for Cause, all nonvested SARs held by the
Participant at that time immediately shall be forfeited to the Company.
However, the Committee, in its sole discretion, may at any time prior,
including at the time an Award is made or after such termination, provide
for the vesting and exercise of all or any portion of such SARs, upon such
terms and conditions as it deems proper.
If the employment of the Participant shall terminate for Cause, all
outstanding SARs immediately shall be forfeited to the Company and no
additional exercise period shall be allowed, regardless of the vested
status of the SARs.
Any SAR forfeited to the Company shall again be available for grant
under the Plan pursuant to Section 16 of the Exchange Act and the Rules
promulgated thereunder.
7.11 TRANSFERABILITY OF SARS. The Committee may establish the terms
by which an SAR granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise
15
alienated or hypothecated.
ARTICLE 8. RESTRICTED STOCK
8.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time, may grant
Shares of Restricted Stock to Employees in such amounts as the Committee
shall determine.
8.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall
be evidenced by a Restricted Stock Agreement that shall specify the Period
of Restriction, or Periods, the number of Restricted Stock Shares granted,
and such other provisions as the Committee shall determine.
8.3 TRANSFERABILITY. Except as provided in this
Section 8.3, the Shares of Restricted Stock granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
until the end of the applicable Period of Restriction established by the
Committee and specified in the Restricted Stock Agreement, or upon earlier
satisfaction of any other conditions, as specified by the Committee in its
sole discretion and set forth in the Restricted Stock Agreement. However,
in no event may any Restricted Stock granted under the Plan become vested
in a Participant prior to six (6) months following the date of its grant.
Prior to vesting, all rights with respect to the Restricted Stock granted
to a Participant under the Plan shall be available during his or her
lifetime only by such Participant.
8.4 OTHER RESTRICTIONS. The Committee shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to the Plan
as it may deem advisable including, without limitation, restrictions based
upon the achievement of specific performance goals (Company-wide,
divisional, and/or individual), and/or restrictions under applicable
Federal or state securities laws; and may legend the certificates
representing Restricted Stock to give appropriate notice of such
restrictions.
8.5 CERTIFICATE LEGEND. In addition to any legends placed on
certificates pursuant to Section 8.4 herein, each certificate representing
Shares of Restricted Stock granted pursuant to the Plan shall bear the
following legend:
"The sale or other transfer of the Shares of Stock represented
by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer
as set forth in the Portland General Corporation 1990 Long-Term
Incentive Master Plan, and in a Restricted Stock Agreement dated
__________. A copy of the Plan and such Restricted Stock
Agreement may be obtained from the Secretary of Portland General
Corporation."
16
8.6 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Section, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant
after the last day of the Period of Restriction. Once the Shares are
released from the restrictions, the Participant shall be entitled to have
the legend required by Section 8.5 removed from his or her Share
certificate.
8.7 VOTING RIGHTS. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares.
8.8 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Participants holding Shares of Restricted Stock granted
hereunder shall be entitled to receive all dividends and other
distributions paid with respect to those Shares while they are so held. If
any such dividends or distributions are paid in Shares, the Shares shall be
subject to the same restrictions on transferability and forfeitability as
the Shares of Restricted Stock with respect to which they were paid, and
shall reduce the number of Shares available for grant under the Plan.
8.9 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR
RETIREMENT.
(a) TERMINATION BY DEATH. Upon the death of a Participant, all
restrictions on the Participant's Restricted Stock shall lapse,
provided, however, such restrictions shall not lapse until the
expiration of the six (6) month vesting period provided in
Section 8.3.
(b) TERMINATION BY DISABILITY. In the event that a
Participant's employment with the Company is terminated by
reason of Disability, the restrictions on the Participant's
Restricted Stock shall lapse on the date the Participant's
disability is determined by the Committee to be total and
permanent, provided, however, such restrictions shall not lapse
until the expiration of the six (6) month vesting period in
Section 8.3.
(c) TERMINATION BY RETIREMENT. In the event that a
Participant's employment with the Company is terminated by
reasons of "normal retirement" (as defined under the then
established rules of the Company's tax qualified pension
retirement plan), the restrictions shall lapse on the number of
shares of Restricted Stock in each restricted stock grant which
bears the same ratio to the total number of shares of Restricted
Stock in such grant still subject to restrictions, as the period
of employment during the Period of Restriction for such grant
bears to the full Period of Restriction for such grant, rounded
up to a full share, unless otherwise determined by the Committee
to vest the previously granted Restricted Stock in some greater
17
amount, provided, however, such restrictions shall not lapse
until the expiration of the six (6) month vesting period
provided in Section 8.3.
8.10 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. If the employment
of the Participant shall terminate for any reason other than those reasons
described in Section 8.9, including a termination for Cause, all nonvested
Shares of Restricted Stock held by the Participant at that time immediately
shall be forfeited and returned to the Company. However, with the
exception of a termination of employment for Cause, the Committee, in its
sole discretion, may, at any time prior, including at the time an Award is
made or after such termination, provide for lapsing of the restrictions on
Restricted Stock following employment termination upon such terms and
provisions as it deems proper; provided that, no such lapsing of
restrictions shall occur after the expiration date of the Restricted Stock.
Shares of Restricted Stock forfeited and returned to the Company may
again be available for grant under the Plan, consistent with Section 16 of
the Exchange Act and the Rules promulgated thereunder.
ARTICLE 9. PERFORMANCE UNITS AND PERFORMANCE SHARES
9.1 GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms of the
Plan, Performance Units or Performance Shares may be granted to Employees
at any time and from time to time, as shall be determined by the Committee.
The Committee shall have complete discretion in determining the number of
Performance Units or Performance Shares granted to each Employee.
9.2 VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall
have an initial value that is established by the Committee at the time of
grant. Each Performance Share shall have an initial value that is in
direct relation to the Fair Market Value of a Share at the time of grant.
The Committee shall set performance goals in its discretion which,
depending on the extent to which they are met, will determine the number
and/or value of Performance Units or Performance Shares that will be paid
out to the Participants. The time period during which the performance
goals must be met shall be called a "Performance Period." The Performance
Period pertaining to each Performance Unit or Performance Share Award shall
be between two (2) and six (6) years in length, and shall be established by
the Committee at the time of grant.
9.3 EARNING OF PERFORMANCE UNITS/SHARES. After the applicable
Performance Period has ended, the holder of Performance Units or
Performance Shares shall be entitled to receive payout on the number of
Performance Units or Performance Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent to which
the corresponding performance goals have been achieved.
18
9.4 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. Payment
of earned Performance Units/Performance Shares shall be made in a single
lump sum, within forty-five (45) calendar days, or such longer period as
may be required under Section 16 of the Exchange Act and the Rules
promulgated thereunder, following the close of the applicable Performance
Period. The Committee, in its sole discretion, may pay earned Performance
Units or Performance Shares in the form of cash or in Shares (or in a
combination thereof) which have an aggregate Fair Market Value equal to the
value of the earned Performance Units or Performance Shares at the close of
the applicable Performance Period; provided, however, that the Committee
may place transfer restrictions on such Shares to meet the requirements of
Section 16 of the Exchange Act and the Rules promulgated thereunder.
9.5 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT. In the event the employment of a Participant is terminated by
reason of death, Disability, or "normal retirement" (as defined under the
then established rules of the Company's tax qualified pension retirement
plan) during the applicable Performance Period, the Participant shall
receive a prorated payout on the Performance Units or Performance Shares
based on the Participant's full number of months of service during the
Performance Period as compared to the entire length of the Performance
Period, further adjusted based on the achievement of the preestablished
performance goals. Payment of earned Performance Units or Performance
Shares shall be made at the same time payments are made to Participants who
did not terminate service during the applicable Performance Period, or such
other time as is required to comply with Section 16 of the Exchange Act and
the Rules promulgated thereunder.
9.6 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event that
a Participant terminates employment with the Company for any reason other
than those reasons set forth in Section 9.5, all Performance Units or
Performance Shares shall be forfeited by the Participant to the Company;
provided, however, that in the event of early retirement or an involuntary
termination of the employment of the Participant by the Company other than
for Cause, the Committee, in its sole discretion, may waive the automatic
forfeiture provisions and pay out on a pro rata basis, as provided in
Section 9.5.
9.7 TRANSFERABILITY. The Committee may establish the terms by which
any Performance Units may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated.
ARTICLE 10. OTHER STOCK-BASED AWARDS
10.1 OTHER STOCK-BASED AWARDS. The Committee shall have the right to
grant other Stock-Based Awards which may include, without limitation, the
grant of Shares based on certain conditions, the payment of cash based on
the performance of the Common Stock, and the payment of Shares in lieu of
cash under other Company incentive bonus programs.
19
Payment under or settlement of any such Awards shall be made in such manner
and at such times as the Committee may determine.
10.2 TRANSFERABILITY. The Committee may establish the terms by which
any Stock-Based Awards granted under this Section of the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated.
ARTICLE 11. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of
his or her death before he or she receives any or all of such benefit.
Each such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Human
Resource Department of the Company, or such other department as the Company
may specify in writing to the Participant, during the Participant's
lifetime. In the absence of any such designation, benefits remaining
unpaid at the Participant's death shall be paid to the Participant's
estate.
ARTICLE 12. RIGHTS OF EMPLOYEES
12.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Participant's
employment at any time, nor confer upon any Participant any right to
continue in the employ of the Company.
For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.
12.2 PARTICIPATION. No Employee shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.
ARTICLE 13. CHANGE IN CONTROL
In order to maintain all of the Employees' rights in the event of a
Change in Control of the Company, the Committee, as constituted prior to
such Change in Control, in its sole discretion, may, as to any outstanding
Award to an Employee, either at the time the Award to the Employee is made
or at any time thereafter, take any one or more of the following actions:
(i) Provide for the acceleration of any time periods relating to the
exercise or realization of any such Award so that such Award may
be exercised or
20
realized in full on or before a date fixed by the Committee;
(ii) Provide for the purchase of any such Award by the Company for an
amount of cash equal to the amount which could have been
attained upon the exercise of such Award or in realization of
such Employee's rights had such Award been currently exercisable
or payable;
(iii) Make such adjustment to any such Award then outstanding as the
Committee deems appropriate to reflect such Change in Control
providing, however, that such change does not detriment the
value of any Award to the Employee;
(iv) Cause any such Award then outstanding to be assumed, or new
rights substituted therefore, by the acquiring or surviving
corporation in such Change in Control.
The Committee may, at its discretion, include such further provisions
and limitations in any Employee's Award Agreement, documenting such Awards,
as the Committee may deem equitable and in the best interests of the
Company.
21
ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION
14.1 AMENDMENT, MODIFICATION, AND TERMINATION. With the approval of
the Board, at any time and from time to time, the Committee may terminate,
amend, or modify the Plan. However, without the approval of the
stockholders of the Company (as may be required by the Code, by Section 16
of the Exchange Act and the Rules promulgated thereunder, by any national
securities exchange or system on which the Shares are then listed or
reported, or by a regulatory body having jurisdiction with respect hereto)
no such termination, amendment, or modification may:
(a) Increase the total amount of Shares which may be issued
under this Plan, except as provided in Section 4.3 herein;
or
(b) Change the class of Employees eligible to participate in the
Plan; or
(c) Materially increase the cost of the Plan or materially
increase the benefits to Participants; or
(d) Extend the maximum period after the date of grant during
which Options or SARs may be exercised; or
(e) Change the provisions of the Plan regarding Option Price.
14.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or
modification of the Plan shall in any manner adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant.
ARTICLE 15. WITHHOLDING
15.1 TAX WITHHOLDING. The Company shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy Federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect
to any grant, exercise, or payment made under or as a result of this Plan.
15.2 SHARE WITHHOLDING. With respect to withholding required upon
the exercise of NQSOs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event hereunder, Participants may elect, subject
to the approval of the Committee, to satisfy the withholding requirement,
in whole or in part, by having the Company withhold Shares having a Fair
Market Value, on the date the tax is to be determined, equal to the amount
required to be withheld. All elections shall be irrevocable, and be made
in writing, signed by
22
the Participant in advance of the day that the transaction becomes taxable.
Share withholding elections made by Insiders must comply with any
additional restrictions required by Section 16 of the Exchange Act and the
Rules promulgated thereunder.
ARTICLE 16. INDEMNIFICATION
Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against
and from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in
which he or she may be involved by reason of any action taken or failure to
act under the Plan and against and from any and all amounts paid by him or
her in settlement thereof, with the Company's approval, or paid by him or
her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or
she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such Persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.
ARTICLE 17. SUCCESSORS
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.
ARTICLE 18. REQUIREMENTS OF LAW
18.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
18.2 GOVERNING LAW. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Oregon.
23
______________________________________________________________________________
PORTLAND GENERAL ELECTRIC COMPANY
TO
MARINE MIDLAND BANK
(FORMERLY THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK)
TRUSTEE.
____________________
Forty-sixth Supplemental Indenture
Dated August 1, 1996
____________________
First Mortgage Bonds,
Medium Term Note Series V
Supplemental to Indenture of Mortgage and Deed of Trust,
dated July 1, 1945 of Portland General Electric Company.
FORTY-SIXTH SUPPLEMENTAL INDENTURE, dated August 1, 1996, made
by and between Portland General Electric Company, an Oregon
corporation (hereinafter called the "Company"), party of the first
part, and Marine Midland Bank (formerly The Marine Midland Trust
Company of New York), a New York banking corporation and trust
company (hereinafter called the "Trustee"), party of the second
part.
WHEREAS, the Company has heretofore executed and delivered its
Indenture of Mortgage and Deed of Trust (herein sometimes referred
to as the "Original Indenture"), dated July 1, 1945, to the Trustee
to secure an issue of First Mortgage Bonds of the Company; and
WHEREAS, Bonds in the aggregate principal amount of $34,000,000 have
heretofore been issued under and in accordance with the terms of the
Original Indenture as Bonds of an initial series designated "First
Mortgage Bonds, 3 1/8 % Series due 1975" (herein sometimes referred
to as the "Bonds of the 1975 Series"); and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee several supplemental indentures which provided, among other
things, for the creation or issuance of several new series of First
Mortgage Bonds under the terms of the Original Indenture as follows:
SUPPLEMENTAL PRINCIPAL
INDENTURE DATED SERIES AMOUNT
First 11-1-47 3 1/2% Series due 1977 $ 6,000,000(1)
Second 11-1-48 3 1/2% Series due 1977 4,000,000(1)
Third 5-1-52 3 1/2% Second Series due 1977 4,000,000(1)
Fourth 11-1-53 4 1/8% Series due 1983 8,000,000(2)
Fifth 11-1-54 3 3/8% Series due 1984 12,000,000(1)
Sixth 9-1-56 4 1/4% Series due 1986 16,000,000(1)
Seventh 6-1-57 4 7/8% Series due 1987 10,000,000(1)
Eighth 12-1-57 5 1/2% Series due 1987 15,000,000(3)
Ninth 6-1-60 5 1/4% Series due 1990 15,000,000(1)
Tenth 11-1-61 5 1/8% Series due 1991 12,000,000(1)
Eleventh 2-1-63 4 5/8% Series due 1993 15,000,000(1)
Twelfth 6-1-63 4 3/4% Series due 1993 18,000,000(1)
Thirteenth 4-1-64 4 3/4% Series due 1994 18,000,000(1)
Fourteenth 3-1-65 4.70% Series due 1995 14,000,000(1)
Fifteenth 6-1-66 5 7/8% Series due 1996 12,000,000(1)
Sixteenth 10-1-67 6.60% Series due October 1, 1997 24,000,000
Seventeenth 4-1-70 8 3/4% Series due April 1, 1977 20,000,000(1)
Eighteenth 11-1-70 9 7/8% Series due November 1, 2000 20,000,000(4)
Nineteenth 11-1-71 8% Series due November 1, 2001 20,000,000(4)
Twentieth 11-1-72 7 3/4% Series due November 1, 2002 20,000,000
2
SUPPLEMENTAL PRINCIPAL
INDENTURE DATED SERIES AMOUNT
Twenty-first 4-1-73 7.95% Series due April 1, 2003 $ 35,000,000
Twenty-second 10-1-73 8 3/4% Series due October 1, 2003 17,000,000(4)
Twenty-third 12-1-74 10 1/2% Series due December 1, 1980 40,000,000(1)
Twenty-fourth 4-1-75 10% Series due April 1, 1982 40,000,000(1)
Twenty-fifth 6-1-75 9 7/8% Series due June 1, 1985 27,000,000(1)
Twenty-sixth 12-1-75 11 5/8% Series due December 1, 2005 50,000,000(4)
Twenty-seventh 4-1-76 9 1/2% Series due April 1, 2006 50,000,000(4)
Twenty-eighth 9-1-76 9 3/4% Series due September 1, 1996 62,500,000(4)
Twenty-ninth 6-1-77 8 3/4% Series due June 1, 2007 50,000,000(4)
Thirtieth 10-1-78 9.40% Series due January 1, 1999 25,000,000(4)
Thirty-first 11-1-78 9.80% Series due November 1, 1998 50,000,000(4)
Thirty-second 2-1-80 13 1/4% Series due February 1, 2000 55,000,000(4)
Thirty-third 8-1-80 13 7/8% Series due August 1, 2010 75,000,000(4)
Thirty-sixth 10-1-82 13 1/2% Series due October 1, 2012 75,000,000(4)
Thirty-seventh 11-15-84 11 5/8% Extendable Series A due
November 15, 1999 75,000,000(4)
Thirty-eighth 6-1-85 10 3/4% Series due June 1, 1995 60,000,000(4)
Thirty-ninth 3-1-86 9 5/8% Series due March 1, 2016 100,000,000(4)
Fortieth 10-1-90 Medium Term Note Series 200,000,000
Forty-first 12-1-91 Medium Term Note Series I 150,000,000
Forty-second 4-1-93 7-3/4% Series due April 15, 2023 150,000,000
Forty-third 7-1-93 Medium Term Note Series II 75,000,000
Forty-fourth 8-24-94 Medium Term Note Series III 75,000,000
Forty-fifth 5-01-95 Medium Term Note Series IV 75,000,000
____________ _______ ___________________________________ ____________
(1) Paid in full at maturity.
(2) This entire issue of Bonds was redeemed out of proceeds from the
sale of First Mortgage Bonds, 3 3/8% Series due 1984.
(3) This entire issue of Bonds was redeemed out of proceeds from the
sale of First Mortgage Bonds, 4 5/8% Series due 1993.
(4) Redeemed in full prior to maturity.
3
which bonds are sometimes referred to herein as the "Bonds of the
1977 Series", "Bonds of the 1977 Second Series", "Bonds of the 1983
Series", "Bonds of the 1984 Series", "Bonds of the 1986 Series",
"Bonds of the 4 7/8% Series due 1987", "Bonds of the 5 1/2% Series
due 1987", "Bonds of the 1990 Series", "Bonds of the 1991 Series",
"Bonds of the 4 5/8% Series due 1993", "Bonds of the 4 3/4% Series
due 1993", "Bonds of the 1994 Series", "Bonds of the 1995 Series",
"Bonds of the 1996 Series", "Bonds of the 1997 Series", "Bonds of
the 1977 Third Series", "Bonds of the 2000 Series", "Bonds of the
2001 Series", "Bonds of the 2002 Series", "Bonds of the 2003
Series", "Bonds of the 2003 Second Series", "Bonds of the 1980
Series", "Bonds of the 1982 Series", "Bonds of the 1985 Series",
"Bonds of the 2005 Series", "Bonds of the 2006 Series", "Bonds of
the 1996 Second Series", "Bonds of the 2007 Series", "Bonds of the
1999 Series", "Bonds of the 1998 Series", "Bonds of the 2000 Second
Series", "Bonds of the 2010 Series", "Bonds of the 2012 Series",
"Bonds of the Extendable Series A", "Bonds of the 1995 Second
Series", "Bonds of the 2016 Series", "Bonds of the Medium Term Note
Series", "Bonds of the Medium Term Note Series I", "Bonds of the
2023 Series", "Bonds of the Medium Term Note Series II", "Bonds of
the Medium Term Note Series III", and "Bonds of the Medium Term Note
Series IV" respectively; and
WHEREAS, the Original Indenture provides that the Company and the
Trustee, subject to the conditions and restrictions in the Original
Indenture contained, may enter into an indenture or indentures
supplemental thereto, which shall thereafter form a part of said
Original Indenture, among other things, to mortgage, pledge, convey,
transfer or assign to the Trustee and to subject to the lien of the
Original Indenture with the same force and effect as though included
in the granting clauses thereof, additional properties acquired by
the Company after the execution and delivery of the Original
Indenture, and to provide for the creation of any series of Bonds
(other than the Bonds of the 1975 Series), designating the series to
be created and specifying the form and provisions of the Bonds of
such series as therein provided or permitted, and to provide a
sinking, amortization, replacement or other analogous fund for the
benefit of all or any of the Bonds of any one or more series, of
such character and of such amount, and upon such terms and
conditions as shall be contained in such supplemental indenture; and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee the Fortieth Supplemental Indenture and the Forty-first
Supplemental Indenture amending in certain respects the Original
Indenture, as theretofore supplemented (such Original Indenture as
so amended hereinafter referred to as the "Original Indenture"); and
4
WHEREAS, the Company desires to provide for the creation of a new
series of bonds to be known as "First Mortgage Bonds, Medium Term
Note Series V" (sometimes herein referred to as the "Bonds of the
Medium Term Note Series V"), and to specify the form and provisions
of the Bonds of such series, and to mortgage, pledge, convey,
transfer or assign to the Trustee and to subject to the lien of the
Original Indenture certain additional properties acquired by the
Company since the execution and delivery of the Original Indenture;
and
WHEREAS, the Company intends at this time and from time to time
to issue an aggregate principal amount of Bonds of the Medium Term
Note Series V not to exceed $50,000,000 under and in accordance with
the terms of the Original Indenture and the supplemental indentures
above referred to; and
WHEREAS, the Bonds of the Medium Term Note Series V and the
Trustee's authentication certificate to be executed on the Bonds of
the Medium Term Note Series V are to be substantially in the
following forms, respectively:
(Form of Bond of the Medium Term Note Series V)
[Face of Bond]
Registered Registered
No. $
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, MEDIUM TERM NOTE SERIES V
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
%
INTEREST PAYMENT INTEREST PAYMENT INITIAL REGULAR
DATES: PERIOD: REDEMPTION DATE:
INITIAL REGULAR ANNUAL REGULAR OPTIONAL REPAYMENT
REDEMPTION PERCENTAGE: REDEMPTION PERCENTAGE DATE(S):
REDUCTION:
Portland General Electric Company, an Oregon corporation
(hereinafter sometimes called the "Company"), for value received,
hereby promises to pay to
___________________________________________________________________,
or registered assigns,
____________________________________________________________________
Dollars on the Maturity Date specified above (except to the extent
redeemed
5
or repaid prior to the Maturity Date), and to pay interest thereon
at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment, monthly,
quarterly, semiannually or annually, as specified above as the
Interest Payment Period, and on the Interest Payment Dates specified
above, in each year commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, unless the
Original Issue Date occurs between a Regular Record Date, as defined
below, and the next succeeding Interest Payment Date, in which case
commencing on the second Interest Payment Date succeeding the
Original Issue Date, to the registered holder of this bond on the
Regular Record Date with respect to such Interest Payment Date, and
on the Maturity Date shown above (or any Redemption Date as
described on the reverse hereof or any Optional Repayment Date
specified above). Interest on this bond will accrue from the most
recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid, from the Original
Issue Date specified above, until the principal hereof has been paid
or duly made available for payment. If the Maturity Date (or any
Redemption Date or any Optional Repayment Date) or an Interest
Payment Date falls on a day which is not a Business Day as defined
below, principal or interest payable with respect to such Maturity
Date (or Redemption Date or Optional Repayment Date) or Interest
Payment Date will be paid on the next succeeding Business Day with
the same force and effect as if made on such Maturity Date (or
Redemption Date or Optional Repayment Date) or Interest Payment
Date, as the case may be, and no interest shall accrue for the
period from and after such Maturity Date (or Redemption Date or
Optional Repayment Date) or Interest Payment Date. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions, be paid to the
person in whose name this bond (or one or more predecessor bonds) is
registered at the close of business on the fifteenth day (whether or
not a Business Day) next preceding such Interest Payment Date (the
"Regular Record Date"); PROVIDED, HOWEVER, that interest payable on
the Maturity Date (or any Redemption Date or any Optional Repayment
Date) will be payable to the person to whom the principal hereof
shall be payable. Should the Company default in the payment of
interest ("Defaulted Interest"), the Defaulted Interest shall be
paid to the person in whose name this bond (or one or more
predecessor bonds) is registered on a subsequent record date fixed
by the Company, which subsequent record date shall be fifteen (15)
days prior to the payment of such Defaulted Interest. As used
herein, "Business Day" means any day, other than a Saturday or
Sunday, on which banks in The City of New York are not required or
authorized by law to close.
Payment of the principal of and interest on this bond will be
made in
6
immediately available funds at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that payment of
interest on any Interest Payment Date other than the Maturity Date
(or any Redemption Date or any Optional Repayment Date) may be made
at the option of the Company by check mailed to the address of the
person entitled thereto as such address shall appear in the bond
register of the Company. A person holding $10,000,000 or more in
aggregate principal amount of bonds having the same Interest Payment
Date (whether having identical or different terms and provisions)
will be entitled to receive payments of interest by wire transfer of
immediately available funds if appropriate written wire transfer
instructions have been received by the Trustee not less than sixteen
days prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this bond
set forth on the reverse hereof, and such further provisions shall
for all purposes have the same effect as though fully set forth at
this place.
This bond shall not become or be valid or obligatory for any
purpose until the authentication certificate hereon shall have been
signed by the Trustee.
7
IN WITNESS WHEREOF, PORTLAND GENERAL ELECTRIC COMPANY has caused
this instrument to be executed manually or in facsimile by its duly
authorized officers and has caused a facsimile of its corporate seal
to be imprinted hereon.
Dated:
PORTLAND GENERAL ELECTRIC COMPANY,
By:
[Title]
Attest:
Secretary.
(Form of Trustee's Authentication Certificate for
Bonds of the Medium Term Note Series V)
This is one of the bonds, of the series designated herein,
described in the within-mentioned Indenture.
MARINE MIDLAND BANK, AS TRUSTEE,
By:
Authorized Officer
8
[Reverse of Bond]
This bond is one of the bonds, of a series designated as Medium
Term Note Series V of an authorized issue of bonds of the Company,
known as First Mortgage Bonds, not limited as to maximum aggregate
principal amount, all issued or issuable in one or more series under
and equally secured (except insofar as any sinking fund, replacement
fund or other fund established in accordance with the provisions of
the Indenture hereinafter mentioned may afford additional security
for the bonds of any specific series) by an Indenture of Mortgage
and Deed of Trust dated July 1, 1945, duly executed and delivered by
the Company to The Marine Midland Trust Company of New York (now
Marine Midland Bank), as Trustee, as supplemented and modified by
forty-six supplemental indentures (such Indenture of Mortgage and
Deed of Trust as so supplemented and modified being hereinafter
called the "Indenture"), to which Indenture and all indentures
supplemental thereto, reference is hereby made for a description of
the property mortgaged and pledged as security for said bonds, the
nature and extent of the security, and the rights, duties and
immunities thereunder of the Trustee, the rights of the holders of
said bonds and of the Trustee and of the Company in respect of such
security, and the terms upon which said bonds may be issued
thereunder.
This bond will not be subject to any sinking fund.
This bond may be subject to repayment at the option of the holder
on the Optional Repayment Date(s), if any, indicated on the face
hereof. If no Optional Repayment Dates are set forth on the face
hereof, this bond may not be so repaid at the option of the holder
hereof prior to maturity. On any Optional Repayment Date this bond
shall be repayable in whole or in part in increments of $1,000
(provided that any remaining principal hereof shall be at least
$100,000) at the option of the holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this bond to
be repaid in whole or in part at the option of the holder hereof,
this bond must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at 140 Broadway - A
Level, New York, New York 10005-1180, or such address which the
Company shall from time to time notify the holders of the bonds, not
more than 60 nor less than 20 days prior to an Optional Repayment
Date. Exercise of such repayment option by the holder hereof shall
be irrevocable.
9
This bond may be redeemed by the Company on any date on and after
the Initial Regular Redemption Date, if any, indicated on the face
hereof. If no Initial Regular Redemption Date is set forth on the
face hereof, this bond may not be redeemed prior to maturity, except
as provided in the second succeeding paragraph. On and after the
Initial Regular Redemption Date, if any, this bond may be redeemed
at any time in whole or from time to time in part in increments of
$1,000 (provided that any remaining principal hereof shall be at
least $100,000) at the option of the Company at the applicable
Regular Redemption Price (as defined below) together with interest
thereon payable to the date of such redemption, on notice given not
more than 90 nor less than 30 days prior to such date. Any date on
which Bonds are to be redeemed is herein called a "Redemption Date".
The "Regular Redemption Price" shall initially be the Initial
Regular Redemption Percentage, shown on the face hereof, of the
principal amount of this bond to be redeemed and shall decline at
each anniversary of the Initial Regular Redemption Date, shown on
the face hereof, by the Annual Regular Redemption Percentage
Reduction, if any, shown on the face hereof, of the principal amount
to be redeemed until the Regular Redemption Price is 100% of such
principal amount.
The Bonds may be redeemed prior to maturity as a whole at any
time or in part from time to time (in increments as specified in the
second preceding paragraph) in the instances provided in the
Indenture by the application of proceeds of the sale or disposition
substantially as an entirety of the Company's electric properties at
Portland, Oregon, upon payment of the principal amount thereof,
together with interest accrued to the date of such redemption, on
notice given as provided in such second preceding paragraph.
Interest payments on this bond will include interest accrued to
but excluding the Interest Payment Date or the Maturity Date, as the
case may be. Interest payments for this bond will be computed and
paid on the basis of a 360-day year of twelve 30-day months.
If this bond or any portion thereof ($1,000 or an integral
multiple thereof) is duly called for redemption and payment duly
provided for as specified in the Indenture, this bond or such
portion thereof shall cease to be entitled to the lien of the
Indenture from and after the date payment is so provided for and
shall cease to bear interest from and after the redemption date
fixed for such redemption.
In the event of the selection for redemption of a portion only of
the principal of this bond, payment of the redemption price will be
made only
10
upon surrender of this bond in exchange for a bond or
bonds (but only of authorized denominations) for the unredeemed
balance of the principal amount of this bond.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than
seventy-five per cent in principal amount of the bonds (exclusive of
bonds disqualified by reason of the Company's interest therein) at
the time outstanding, including, if more than one series of bonds
shall be at the time outstanding, not less than sixty percent in
principal amount of each series affected, to effect, by an indenture
supplemental to the Indenture, modifications or alterations of the
Indenture and of the rights and obligations of the Company and of
the holders of the bonds and coupons; provided, however, that no
such modification or alteration shall be made without the written
approval or consent of the holder hereof which will (a) extend the
maturity of this bond or reduce the rate or extend the time of
payment of interest hereon or reduce the amount of the principal
hereof or reduce any premium payable on the redemption hereof, (b)
permit the creation of any lien, not otherwise permitted, prior to
or on a parity with the lien of the Indenture, or (c) reduce the
percentage of the principal amount of the bonds upon the approval or
consent of the holders of which modifications or alterations may be
made as aforesaid.
This bond is transferable by the registered owner hereof in
person or by his attorney duly authorized in writing, at the
corporate trust office of the Trustee in the Borough of Manhattan,
City and State of New York, upon surrender of this bond for
cancellation and upon payment of any taxes or other governmental
charges payable upon such transfer, and thereupon a new registered
bond or bonds of the same series and of a like aggregate principal
amount will be issued to the transferee or transferees in exchange
therefor.
The Company, the Trustee and any paying agent may deem and treat
the person in whose name this bond is registered as the absolute
owner hereof for the purpose of receiving payments of or an account
of the principal hereof and interest due hereon, and for all other
purposes, whether or not this bond shall be overdue, and neither the
Company, the Trustee nor any paying agent shall be affected by any
notice to the contrary.
Bonds of this series are issuable only in fully registered form
without coupons in denominations of $100,000 or integral multiples
of $1,000 in excess thereof. The registered owner of this bond at
his option may surrender the same for cancellation at said office of
the Trustee and receive in exchange therefor the same aggregate
principal amount of registered bonds of the same series and with the
same terms and provisions, including the
11
same issue date, maturity
date, and redemption provisions, if any, and which bear interest at
the same rate, but of other authorized denominations, upon payment
of any taxes or other governmental charges payable upon such
exchange and subject to the terms and conditions set forth in the
Indenture.
If an event of default as defined in the Indenture shall occur,
the principal of this bond may become or be declared due and payable
before maturity in the manner and with the effect provided in the
Indenture. The holders, however, of certain specified percentages
of the bonds at the time outstanding, including in certain cases
specified percentages of bonds of particular series, may in the
cases, to the extent and as provided in the Indenture, waive certain
defaults thereunder and the consequences of such defaults.
No recourse shall be had for the payment of the principal of or
the interest on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, against any
incorporator, shareholder, director or officer, past, present or
future, as such, of the Company or of any predecessor or successor
corporation, either directly or through the Company or such
predecessor or successor corporation, under any constitution or
statute or rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such liability of incorporators,
shareholders, directors and officers, as such, being waived and
released by the holder and owner hereof by the acceptance of this
bond and as provided in the Indenture.
The Indenture provides that this bond shall be deemed to be a
contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with and governed by the
laws of said State.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this bond (or portion hereof specified below)
pursuant to its terms at a price equal to the principal amount
hereof together with interest to the repayment date, to the
undersigned, at ____________________________________________________
____________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at 140
Broadway - A Level, New York, New York 10005-1180, or at such other
place or places of which the Company shall from time to time notify
the holder of this bond, not more than 60 nor less than 20 days
prior to an Optional Repayment Date, if any, shown on the face of
this bond, this bond with this "Option to Elect
12
Repayment" form duly completed.
If less than the entire principal amount of this bond is to be
repaid, specify the portion hereof (which shall be in increments of
$1,000) which the holder elects to have repaid and specify the
denomination or denominations (which shall be $100,000 or an
integral multiple of $1,000 in excess of $100,000) of the bonds to
be issued to the holder for the portion of this bond not being
repaid (in the absence of any such specification, one such bond will
be issued for the portion not being repaid).
$_____________________
NOTICE: The signature on this Option to
Date_________________ Elect Repayment must
correspond with the name as written upon the
face of this bond in every particular, without
alteration or enlargement or any change
whatever.
(End of Form of Bond of the Medium Term Note Series V)
and
WHEREAS, all acts and proceedings required by law and by the
charter or articles of incorporation and bylaws of the Company
necessary to make the Bonds of the Medium Term Note Series V to be
issued hereunder, when executed by the Company, authenticated and
delivered by the Trustee and duly issued, the valid, binding and
legal obligations of the Company, and to constitute this
Supplemental Indenture a valid and binding instrument, have been
done and taken; and the execution and delivery of this Supplemental
Indenture have been in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that, in
order to secure the payment of the principal of, premium, if any,
and interest on all Bonds at any time issued and outstanding under
the Original Indenture as supplemented and modified by the forty-
five supplemental indentures hereinbefore described and as
supplemented and modified by this Supplemental Indenture, according
to their tenor, purport and effect, and to secure the performance
and observance of all the covenants and conditions therein and
herein contained, and for the purpose of confirming and perfecting
the lien of the Original Indenture on the properties of the Company
hereinafter described, or referred to, and for and in consideration
of the premises and of the mutual covenants herein contained, and
acceptance of the Bonds of the Medium Term Note Series V by the
holders thereof, and for other valuable consideration, the receipt
whereof is hereby acknowledged, the Company has executed and
delivered this
13
Supplemental Indenture and by these presents does
grant, bargain, sell, warrant, alien, convey, assign, transfer,
mortgage, pledge, hypothecate, set over and confirm unto the Trustee
the following property, rights, privileges and franchises (in
addition to all other property, rights, privileges and franchises
heretofore subjected to the lien of the Original Indenture as
supplemented by the forty-five supplemental indentures hereinbefore
described and not heretofore released from the lien thereof), to
wit:
CLAUSE I
Without in any way limiting anything hereinafter described, all
and singular the lands, real estate, chattels real, interests in
land, leaseholds, ways, rights-of-way, easements, servitudes,
permits and licenses, lands under water, riparian rights,
franchises, privileges, electric generating plants, electric
transmission and distribution systems, and all apparatus and
equipment appertaining thereto, offices, buildings, warehouses,
garages, and other structures, tracks, machine shops, materials and
supplies and all property of any nature appertaining to any of the
plants, systems, business or operations of the Company, whether or
not affixed to the realty, used in the operation of any of the
premises or plants or systems or otherwise, which have been acquired
by the Company since the execution and delivery of the Original
Indenture and not heretofore included in any indenture supplemental
thereto, and now owned or which may hereafter be acquired by the
Company (other than excepted property as defined in the Original
Indenture).
CLAUSE II
All corporate, Federal, State, municipal and other permits,
consents, licenses, bridge licenses, bridge rights, river permits,
franchises, grants, privileges and immunities of every kind and
description, owned, held, possessed or enjoyed by the Company (other
than excepted property as defined in the Original Indenture) and all
renewals, extensions, enlargements and modifications of any of them,
which have been acquired by the Company since the execution and the
delivery of the Original Indenture and not heretofore included in
any indenture supplemental thereto, and now owned or which may
hereafter be acquired by the Company.
CLAUSE III
Together with all and singular the plants, buildings,
improvements, additions, tenements, hereditaments, easements,
rights, privileges, licenses and franchises and all other
appurtenances whatsoever belonging or in any wise pertaining to any
of the property hereby mortgaged or pledged, or
14
intended so to be,
or any part thereof, and the reversion and reversions, remainder and
remainders, and the rents, revenues, issues, earnings, income,
products and profits thereof, and every part and parcel thereof, and
all the estate, right, title, interest, property, claim and demand
of every nature whatsoever of the Company at law, in equity or
otherwise howsoever, in, of and to such property and every part and
parcel thereof.
TO HAVE AND TO HOLD all of said property, real, personal and
mixed, and all and singular the lands, properties, estates, rights,
franchises, privileges and appurtenances hereby mortgaged, conveyed,
pledged or assigned, or intended so to be, together with all the
appurtenances thereto appertaining and the rents, issues and profits
thereof, unto the Trustee and its successors and assigns, forever:
SUBJECT, HOWEVER, to the exceptions, reservations, restrictions,
conditions, limitations, covenants and matters contained in all
deeds and other instruments whereunder the Company has acquired any
of the property now owned by it, and to permitted encumbrances as
defined in Subsection B of Section 1.11 of the Original Indenture;
BUT IN TRUST NEVERTHELESS, for the equal and proportionate use,
benefit, security and protection of those who from time to time
shall hold the Bonds and coupons authenticated and delivered under
the Original Indenture and the forty-five supplemental indentures
hereinbefore described or this Supplemental Indenture, and duly
issued by the Company, without any discrimination, preference or
priority of any one bond or coupon over any other by reason of
priority in the time of issue, sale or negotiation thereof or
otherwise, except as provided in Section 11.28 of the Original
Indenture, so that, subject to said Section 11.28, each and all of
said Bonds and coupons shall have the same right, lien and privilege
under the Original Indenture and the forty-five supplemental
indentures hereinbefore described, or this Supplemental Indenture,
and shall be equally secured thereby and hereby and shall have the
same proportionate interest and share in the trust estate, with the
same effect as if all of the Bonds and coupons had been issued, sold
and negotiated simultaneously on the date of delivery of the
Original Indenture;
AND UPON THE TRUSTS, USES AND PURPOSES and subject to the
covenants, agreements and conditions in the Original Indenture and
the forty-five supplemental indentures hereinbefore described and
herein set forth and declared.
15
ARTICLE ONE.
BONDS OF THE MEDIUM TERM NOTE SERIES V AND
CERTAIN PROVISIONS RELATING THERETO.
SECTION 1.01. CERTAIN TERMS OF BONDS OF THE MEDIUM TERM NOTE
SERIES V. The aggregate principal amount of the Bonds of the Medium
Term Note Series V shall be limited to $50,000,000, excluding,
however, any Bonds of the Medium Term Note Series V which may be
executed, authenticated and delivered in exchange for or in lieu of
or in substitution for other Bonds of such Series pursuant to the
provisions of the Original Indenture or of this Supplemental
Indenture.
The definitive Bonds of the Medium Term Note Series V shall be
issuable only in fully registered form without coupons in the
denomination of $100,000, or any amount in excess thereof that is a
multiple of $1,000. Notwithstanding the provisions of Section 2.05
of the Original Indenture, each Bond of the Medium Term Note Series
V shall be dated as of the date of its authentication, and shall
mature on such date not less than nine months nor more than thirty
years from such date, shall bear interest from such date, shall bear
interest at such rate or rates, which may be fixed or variable, and
have such other terms and conditions not inconsistent with the
Original Indenture as the Board of Directors of the Company, or any
officer of the Company acting pursuant to authority granted by the
Board of Directors may determine (the execution of any bond of the
Medium Term Note Series V by any authorized officer of the Company
being, with regard to any holder of such bond, conclusive evidence
of such approval). Interest on Bonds of the Medium Term Note Series
V shall be payable on the dates established on the date of first
authentication of such Bond ("Original Issue Date"). The person in
whose name any Bond of the Medium Term Note Series V is registered
at the close of business on the applicable record date with respect
to any interest payment date shall be entitled to receive the
interest payable thereon on such interest payment date
notwithstanding the cancellation of such Bond upon any transfer or
exchange thereof subsequent to such record date and prior to such
interest payment date, unless the Company shall default in the
payment of the interest due on such interest payment date, in which
case such defaulted interest shall be paid to the person in whose
name such Bond is registered on a subsequent record date fixed by
the Company, which subsequent record date shall be fifteen (15) days
prior to the payment of such defaulted interest. Such interest
payments shall be made in such manner and in such places as provided
on the Form of Bonds of the Medium Term Note Series V set forth in
this Supplemental Indenture. The principal of the Bonds
16
of the
Medium Term Note Series V shall be payable in any coin or currency
of the United States of America which at the time of payment is
legal tender for the payment of public and private debts at the
office or agency of the Company in the Borough of Manhattan, City
and State of New York, and interest and premium, if any, on such
Bonds shall be payable in like coin or currency at said office or
agency.
The definitive Bonds of the Medium Term Note Series V may be
issued in the form of Bonds, engraved, printed or lithographed on
steel engraved borders.
Upon compliance with the provisions of Section 2.06 of the
Original Indenture and as provided in this Supplemental Indenture,
and upon payment of any taxes or other governmental charges payable
upon such exchange, Bonds of the Medium Term Note Series V may be
exchanged for a new Bond or Bonds of different authorized
denominations of like aggregate principal amount.
The Trustee hereunder shall, by virtue of its office as such
Trustee, be the registrar and transfer agent of the Company for the
purpose of registering and transferring Bonds of the Medium Term
Note Series V.
Notwithstanding the provisions of Section 2.11 of the Original
Indenture, no service charge shall be made for any exchange or
transfer of Bonds of the Medium Term Note Series V, but the Company
at its option may require payment of a sum sufficient to cover any
tax or other governmental charge incident thereto.
SECTION 1.02. REDEMPTION PROVISIONS FOR BONDS OF THE MEDIUM TERM
NOTE SERIES V. The Bonds of the Medium Term Note Series V shall be
subject to redemption prior to maturity as a whole at any time or in
part from time to time as the Board of Directors of the Company, or
any officer of the Company acting pursuant to authority granted by
the Board of Directors may determine, and as set forth on the Form
of Bonds of the Medium Term Note Series V set forth in this
Supplemental Indenture.
The Bonds of the Medium Term Note Series V which are redeemable
on the payment of a Regular Redemption Price as provided for in this
Section 1.02 may be redeemed at such Regular Redemption Price
through the application of cash deposited with the Trustee pursuant
to Section 6.04 of the Original Indenture upon the taking, purchase
or sale of any property subject to the lien hereof or thereof in the
manner set forth in said Section.
17
The Bonds of the Medium Term Note Series V are also subject to
redemption through the application of proceeds of the sale or
disposition substantially as an entirety of the Company's electric
properties at Portland, Oregon, which proceeds are required by the
provisions of Section 7.01 of the Original Indenture to be applied
to the retirement of Bonds, upon payment of the principal amount
thereof together with interest thereon payable to the date of
redemption.
SECTION 1.03. Notwithstanding the provisions of Section 4.07 of
the Original Indenture, the provisions of Sections 4.04, 4.05, and
4.06 of the Original Indenture shall remain in full force and effect
and shall be performed by the Company so long as any Bonds of the
Medium Term Note Series V remain outstanding. The Bonds of the
Medium Term Note Series V which are redeemable on the payment of a
Regular Redemption Price as provided for in Section 1.02 of this
Supplemental Indenture may be redeemed at such Regular Redemption
Price with moneys remaining in the replacement fund provided for in
said Section 4.04 of the Original Indenture.
SECTION 1.04. The requirements which are stated in the next to
the last paragraph of Section 1.13 and in Clause (9) of Paragraph A
of Section 3.01 of the Original Indenture to be applicable so long
as any of the Bonds of the 1975 Series are outstanding shall remain
applicable so long as any of the Bonds of the Medium Term Note
Series V are outstanding.
SECTION 1.05. Notwithstanding the provisions of Section 2.06 or
Section 2.10 of the Original Indenture, the Company shall not be
required (i) to issue, register, discharge from registration,
exchange or transfer any Bond of the Medium Term Note Series V for a
period of fifteen (15) days next preceding any selection by the
Trustee of Bonds of the Medium Term Note Series V to be redeemed or
(ii) to register, discharge from registration, exchange or transfer
any Bond of the Medium Term Note Series V so selected for redemption
in its entirety or (iii) to exchange or transfer any portion of a
Bond of the Medium Term Note Series V which portion has been so
selected for redemption.
SECTION 1.06. So long as any Bonds of the Medium Term Note
Series V remain outstanding, all references to the minimum provision
for depreciation in the form of certificate of available additions
set forth in Section 3.03 of the Original Indenture shall be
included in any certificate of available additions filed with the
Trustee, but whenever Bonds of the Medium Term Note Series V shall
no longer be outstanding, all references to such minimum provisions
for depreciation may be omitted from any such certificate.
18
SECTION 1.07. I. Each holder of any Bond of the Medium Term
Note Series V by acceptance of such Bond shall thereby consent that,
at any time after the requisite consents, if any, of the holders of
Bonds of other series shall have been given as hereinafter provided,
Subsections A and G of Section 1.10 of the Original Indenture be
amended so as to read as follows:
"A. The term 'bondable public utility property' shall mean and
comprise any tangible property now owned or hereafter acquired by
the Company and subjected to the lien of this Indenture, which is
located in the States of Oregon, Washington, California, Arizona,
New Mexico, Idaho, Montana, Wyoming, Utah and Nevada and is used or
is useful to it in the business of furnishing or distributing
electricity for heat, light or power or other use, or supplying hot
water or steam for heat or power or steam for other purposes,
including, without limiting the generality of the foregoing, all
properties necessary or appropriate for purchasing, generating,
manufacturing, producing, transmitting, supplying, distributing
and/or disposing of electricity, hot water or steam; PROVIDED,
HOWEVER, that the term 'bondable public utility property' shall not
be deemed to include any nonbondable property, as defined in
Subsection B of this Section 1.10, or any excepted property."
"G. The term 'minimum provision for depreciation' for the period
from March 31, 1945 through December 31, 1966, as applied to
bondable public utility property, whether or not subject to a prior
lien, shall mean $35,023,487.50.
"The term 'minimum provision for depreciation' for any calendar
year subsequent to December 31, 1966, as applied to bondable public
utility property, shall mean the greater of (i) an amount equal to
2% of depreciable bondable public utility property, as shown by the
books of the Company as of January 1 of such year, with respect to
which the Company was as of that date required, in accordance with
sound accounting practice, to make appropriations to a reserve or
reserves for depreciation or obsolescence, or (ii) the amount
actually appropriated by the Company on its books of account to a
reserve or reserves for depreciation or obsolescence in respect of
depreciable bondable public utility property for such calendar year,
in either case less an amount equal to the aggregate of (a) the
amount of any property additions which during such calendar year
were included in an officers' certificate filed with the Trustee as
the basis for a sinking fund credit pursuant to the provisions of a
sinking fund for Bonds of any series, and (b) 166 2/3% of the
principal amount of Bonds of any series which shall have been
delivered to the Trustee as a credit, or which the Company shall
have elected to apply as a credit, against any sinking fund payment
due during such calendar year for Bonds of any series, or which
shall have been
19
redeemed in anticipation of, or out of moneys paid
to the Trustee on account of, any sinking fund payment due during
such calendar year for Bonds of any series. Bonds delivered to the
Trustee as, or applied as, a credit against any sinking fund payment
and Bonds redeemed in anticipation of any sinking fund payment,
regardless of the time when they were actually delivered, applied or
redeemed, for purposes of the preceding sentence shall be deemed to
have been delivered, applied or redeemed, as the case may be, on the
sinking fund payment date when such sinking fund payment was due.
Bonds redeemed out of moneys paid to the Trustee on account of any
sinking fund payment shall, regardless of the date when they were
redeemed, for purposes of the second preceding sentence, be deemed
to have been redeemed on the later of (i) the date on which such
moneys were paid to the Trustee or (ii) the sinking fund payment
date when such sinking fund payment was due.
"The minimum provision for depreciation for any calendar year
subsequent to December 31, 1966, as applied to bondable public
utility property not subject to a prior lien, shall be determined as
set forth in the paragraph immediately preceding, except that all
references therein to 'depreciable bondable public utility property'
shall be deemed to be 'depreciable bondable public utility property
not subject to a prior lien'.
"The minimum provision for depreciation as applied to bondable
public utility property and the minimum provision for depreciation
as applied to bondable public utility property not subject to a
prior lien for any period commencing subsequent to December 31, 1966
which is of twelve whole calendar months' duration but is other than
a calendar year or which is of less than twelve whole calendar
months' duration shall be determined by multiplying the number of
whole calendar months in such period by one-twelfth of the
corresponding minimum provision for depreciation for the most recent
calendar year completed prior to the end of such period, and
fractions of a calendar month shall be disregarded.
"The aggregate amount of the minimum provision for depreciation
as applied to bondable public utility property and the aggregate
amount of the minimum provision for depreciation as applied to
bondable public utility property not subject to a prior lien from
March 31, 1945 to any date shall be the sum of the corresponding
minimum provision for depreciation for each completed calendar year
between December 31, 1966 and such date, plus the corresponding
minimum provision for depreciation for the period, if any, from the
end of the most recent such completed calendar year to such date, in
each case determined as set forth above, plus $35,023,487.50.
"All Bonds credited against any sinking fund payment due
subsequent to
20
December 31, 1966 for Bonds of any series and (except
as provided in Section 9.04 with respect to Bonds on which a
notation of partial payment shall be made) all Bonds redeemed in
anticipation of or out of moneys paid to the Trustee as a part of
any sinking fund payment due subsequent to December 31, 1966 for
Bonds of any series, shall be canceled and no such Bonds, nor any
property additions which, subsequent to December 31, 1966, shall
have been included in an officers' certificate filed with the
Trustee as the basis for a sinking fund credit pursuant to the
provisions of a sinking fund for Bonds of any series, shall be made
the basis of the authentication and delivery of Bonds or of any
other further action or credit hereunder."
II. Each holder of any Bond of the Medium Term Note Series V, by
acceptance of such Bond shall thereby consent that, at any time
after the requisite consents, if any, of the holders of Bonds of
other series shall have been given as hereinafter provided:
(1) Subsection A of Section 1.10 of the Original Indenture, as
the same may be amended as hereinabove in this Section 1.07
provided, be further amended by replacing the word "and" between
the words "Utah" and "Nevada" with a comma and by adding after
the word "Nevada" the words "and Alaska";
(2) Subsection G of Section 1.10 of the Original Indenture, as
the same may be amended as hereinabove in this Section 1.07
provided, be further amended by amending the second paragraph
thereof to read as follows:
"The term 'minimum provision for depreciation' for any
calendar year subsequent to December 31, 1966, as applied to
bondable public utility property, shall mean the greater of (i)
an amount equal to 2% of depreciable bondable public utility
property, as shown by the books of the Company as of January 1
of such year, with respect to which the Company was as of that
date required, in accordance with sound accounting practice, to
make appropriations to a reserve or reserves for depreciation or
obsolescence, or (ii) the amount actually appropriated by the
Company on its books of account to a reserve or reserves for
depreciation or obsolescence in respect of depreciable bondable
public utility property for such calendar year, in either case
less an amount equal to the aggregate of (a) the amount of any
property additions which during such calendar year were included
in an officers' certificate filed with the Trustee as the basis
for a sinking fund credit pursuant to the provisions of a
sinking fund for Bonds of any series and which as a result of
having been so included have been
21
deemed, either without time
limit or only so long as any Bonds of such series are
outstanding, to have been 'included in an officers' certificate
filed with the Trustee as the basis for a sinking fund credit'
and to have been 'made the basis for action or credit hereunder'
as such term is defined in Subsection H of Section 1.10 of the
Original Indenture, and (b) 166 2/3% of the principal amount of
Bonds of any series which shall have been delivered to the
Trustee as a credit, or which the Company shall have elected to
apply as a credit, against any sinking fund payment due during
such calendar year for Bonds of any series, or which shall have
been redeemed in anticipation of, or out of moneys paid to the
Trustee on account of, any sinking fund payment due during such
calendar year for Bonds of any series and which as a result of
having been so made the basis of a credit upon a sinking fund
payment and/or so redeemed by operation of a sinking fund shall
have been disqualified, either without time limit or only so
long as any Bonds of such series are outstanding, from being
made the basis of the authentication and delivery of Bonds or of
any other further action or credit under the Original Indenture
or any supplemental indenture. Bonds delivered to the Trustee
as, or applied as, a credit against any sinking fund payment and
Bonds redeemed in anticipation of any sinking fund payment,
regardless of the time when they were actually delivered,
applied or redeemed, for purposes of the preceding sentence
shall be deemed to have been delivered, applied or redeemed, as
the case may be, on the sinking fund payment date when such
sinking fund payment was due. Bonds redeemed out of moneys paid
to the Trustee on account of any sinking fund payment shall,
regardless of the date when they were redeemed, for purposes of
the second preceding sentence, be deemed to have been redeemed
on the later of (i) the date on which such moneys were paid to
the Trustee or (ii) the sinking fund payment date when such
sinking fund payment was due."
(3) Subsection G of Section 1.10 of the Original Indenture, as
the same may be amended as hereinabove in this Section 1.07
provided, be further amended by deleting therefrom the last two
paragraphs thereof and inserting therein a new last paragraph to
read as follows:
"The aggregate amount of the minimum provision for
depreciation as applied to bondable public utility property and
the aggregate amount of the minimum provision for depreciation
as applied to bondable public utility property not subject to a
prior lien from March 31, 1945 to any date shall be the sum of
the corresponding minimum provision for depreciation for each
completed calendar year between December 31, 1966 and such date,
plus (1) the corresponding
22
minimum provision for depreciation
for the period, if any, from the end of the most recent such
completed calendar year to such date, in each case determined as
set forth above, plus (2) $35,023,487.50, plus (3) an amount
equal to the aggregate of (a) the amount of any property
additions which, between December 31, 1966 and such date, became
property additions of the character described in clause (a) of
the second paragraph of this Subsection G and which, thereafter,
also between December 31, 1966 and such date, became 'available
additions' as a result of the fact that all Bonds of such series
ceased to be outstanding, and (b) 166 2/3% of the principal
amount of Bonds of any series which, between December 31, 1966
and such date, become Bonds of the character described in clause
(b) of the second paragraph of this Subsection G and which,
thereafter, also between December 31, 1966 and such date, became
'available Bond retirements' as a result of the fact that all
Bonds of such series ceased to be outstanding."
III. Each holder of any Bond of the Medium Term Note Series V,
by acceptance of such Bond shall thereby consent that, at any time
after the requisite consents, if any, of the holders of Bonds of
other series shall have been given as hereinafter provided:
(1) the subparagraph numbered (3) of the third paragraph of
Section 1.03 of each of the Sixteenth and the Eighteenth through
the Twenty-first Supplemental Indentures and the third paragraph
of Section 1.03 of the Twenty-second Supplemental Indenture be
amended by inserting before the words "any available additions
thus shown as a credit" the phrase "provided, however, that so
long as any Bonds of the ___________ Series are outstanding" and
inserting in the blank space of such phrase the applicable
designation of the series of Bonds created by such supplemental
indenture;
(2)(i) the fifth paragraph of Section 1.03 of the Ninth
through the Sixteenth Supplemental Indentures and the Eighteenth
through the Twenty-second Supplemental Indentures, which begins
with the words "All Bonds made the basis of a credit upon any
sinking fund payment for Bonds", (ii) Section 1.03 of the
Seventeenth, Twenty-third and Twenty-fourth Supplemental
Indentures, (iii) the last sentence of the fourth paragraph of
Section 1.03 of the First, Third, Fifth, Sixth and Seventh
Supplemental Indentures, which begins with the words "All Bonds
delivered to the Trustee as part of or to anticipate any sinking
fund payment" and (iv) the last sentence of the fourth paragraph
of Section 4.03 of the Original Indenture, which begins with the
words
23
"All Bonds delivered to the Trustee as part of or to
anticipate any sinking fund payment", each be amended so as to
read as follows:
"All Bonds made the basis of a credit upon any sinking fund
payment, and/or (except with respect to Bonds on which a
notation of partial payment shall be made as permitted by any
provision of the Original Indenture, of any supplemental
indenture or of any agreement entered into as permitted by the
Original Indenture or by any supplemental indenture) redeemed
(whether on any sinking fund payment date or in anticipation of
any such sinking fund payment) by operation of the sinking fund,
for Bonds of the 1975 Series, or for Bonds of the 1977 Series,
or for Bonds of the 1977 Second Series, or for Bonds of the 1984
Series, or for Bonds of the 1986 Series, or for Bonds of the
4 7/8% Series due 1987, or for Bonds of the 1990 Series, or for
Bonds of the 1991 Series, or for Bonds of the 4 5/8% Series due
1993, or for Bonds of the 4 3/4% Series due 1993, or for Bonds
of the 1994 Series, or for Bonds of the 1995 Series, or for
Bonds of the 1996 Series, or for Bonds of the 1997 Series, or
for Bonds of the 2000 Series, or for Bonds of the 2001 Series,
or for Bonds of the 2002 Series, or for Bonds of the 2003
Series, or for Bonds of the 2003 Second Series if not
theretofore canceled shall be canceled and, except as otherwise
provided in the supplemental indenture creating such series of
Bonds, or in another supplemental indenture amending such
supplemental indenture, so long as any Bonds of such series are
outstanding shall not (but without limiting the use of the
principal amount thereof in calculating any minimum provision
for depreciation pursuant to the provisions of Subsection G of
Section 1.10 of the Original Indenture as the same may be
amended in accordance with the provisions of any supplemental
indenture) be made the basis of the authentication and delivery
of Bonds or of any further action or credit under the Original
Indenture or any supplemental indenture.
"To the extent that
(a) in any given year the principal amount of Bonds made the
basis of a credit upon any sinking fund payment, and/or
redeemed (whether on a sinking fund payment date or in
anticipation of a sinking fund payment) by operation of the
sinking fund, for Bonds of the 1975 Series, or for Bonds of
the 1977 Series, or for Bonds of the 1977 Second Series, or
for Bonds of the 1984 Series, or for Bonds of the 1986
Series, or for Bonds of the 4 7/8% Series due 1987, or for
Bonds of the 1990 Series, or for Bonds of the 1991 Series, or
for Bonds of the 4 5/8% Series due 1993, or for Bonds
24
of the
4 3/4% Series due 1993, or for Bonds of the 1994 Series, or
for Bonds of the 1995 Series or for Bonds of the 1996 Series,
does not exceed
(b) an amount equal to 1% of the greatest aggregate principal
amount of Bonds of such Series theretofore at any one time
outstanding, after deducting from said aggregate principal
amount the sum of the following amounts, in the event that
such sum would equal $500,000 or more, namely, (1) the
aggregate principal amount of Bonds of such Series
theretofore redeemed by the application of the proceeds of
property released from the lien of the Original Indenture or
taken or purchased pursuant to the provisions of Article Six
of the Original Indenture, and (2) the aggregate principal
amount of Bonds of such Series theretofore redeemed and
retired and made the basis for the withdrawal of such
proceeds pursuant to Section 7.03 of the Original Indenture
or certified pursuant to Section 6.06 of the Original
Indenture in lieu of the deposit of cash upon the release or
taking of property; and
to the extent that
(c) in any given year the principal amount of Bonds made the
basis of a credit upon any sinking fund payment, and/or
redeemed (whether on a sinking fund payment date or in
anticipation of a sinking fund payment) by operation of the
sinking fund, for Bonds of the 1997 Series, or for Bonds of
the 2000 Series, or for Bonds of the 2001 Series, or for
Bonds of the 2002 Series, or for Bonds of the 2003 Series, or
for Bonds of the 2003 Second Series,
does not exceed
(d) an amount equal to (1) 1% of the greatest aggregate principal
amount of Bonds of such Series theretofore at any one time
outstanding, after making the deductions from said aggregate
principal amount referred to in clause (b) of this paragraph,
minus (2) 60% of the amount of available additions made the
basis of a credit against such sinking fund payment,
the principal amount of Bonds so made the basis of a credit upon a
sinking fund payment and/or so redeemed by operation of the
sinking fund for Bonds of such Series shall not (but without
limiting the use of the principal amount thereof in calculating
any minimum provision for
25
depreciation pursuant to the provisions
of Subsection G of Section 1.10 of the Original Indenture as the
same may be amended in accordance with the provisions of any
supplemental indenture) be made the basis of the authentication
and delivery of Bonds or of any other further action or credit
under the Original Indenture or any supplemental indenture; and
to the extent that
(e) in any given year the amount of available additions made the
basis of a credit against any sinking fund payment for Bonds
of the 1997 Series, or for Bonds of the 2000 Series, or for
Bonds of the 2001 Series, or for Bonds of the 2002 Series, or
for Bonds of the 2003 Series, or for Bonds of the 2003 Second
Series,
does not exceed
(f) an amount equal to one and sixty-six and two-thirds one
hundredths per cent (1.66 2/3 %) of the greatest aggregate
principal amount of Bonds of such Series theretofore at any
one time outstanding, after making the deductions from said
aggregate principal amount referred to in clause (b) of this
paragraph,
the amount of available additions so made the basis of a credit
against a sinking fund payment shall (but without limiting the use
of the amount thereof in calculating any minimum provision for
depreciation pursuant to the provisions of Subsection G of Section
1.10 of the Original Indenture as the same may be amended in
accordance with the provisions of any supplemental indenture) be
deemed to have been 'included in an officers' certificate filed
with the Trustee as the basis for a sinking fund credit' and to
have been 'made the basis for action or credit hereunder' as such
term is defined in Subsection H of Section 1.10 of the Original
Indenture.
"From and after the time when all Bonds of any of the Series
referred to in (a) of the paragraph immediately preceding shall
cease to be outstanding, a principal amount of Bonds equal to the
excess of
(i) the aggregate principal amount of Bonds made the basis of a
credit upon all sinking fund payments and/or redeemed by
operation of the sinking fund for Bonds of such Series as set
forth in said (a) in all years, over
(ii) the aggregate amounts set forth in (b) of the paragraph
26
immediately preceding with reference to Bonds of such Series
for all years,
shall become 'available Bond retirements' as such term is defined
in Section 1.10.J. of the Original Indenture and may thereafter be
included in Item 4 of any 'certificate of available Bond
retirements' thereafter delivered to and/or filed with the Trustee
pursuant to Section 3.02 of the Original Indenture; and from and
after the time when all Bonds of any of the Series referred to in
(c) of the paragraph immediately preceding shall cease to be
outstanding, a principal amount of Bonds equal to the excess of
(iii) the aggregate principal amount of Bonds made the basis of a
credit upon all sinking fund payments and/or redeemed by
operation of the sinking fund for Bonds of such Series as set
forth in said (c) in all years, over
(iv) the aggregate amounts set forth in (d) of the paragraph
immediately preceding with reference to Bonds of such Series
for all years,
shall become 'available Bond retirements' as such term is defined
in Section 1.10.J. of the Original Indenture and may thereafter be
included in Item 4 of any 'certificate of available Bond
retirements' thereafter delivered to and/or filed with the Trustee
pursuant to Section 3.02 of the Original Indenture, and an amount
of available additions equal to the excess of
(v) the amount of available additions made the basis of a credit
against all sinking fund payments for Bonds of such Series as
set forth in (e) of the paragraph immediately preceding in
all years, over
(vi) the aggregate amounts set forth in (f) of the paragraph
immediately preceding with reference to Bonds of such Series
for all years,
shall become 'available additions' as such term is defined in
Section 1.10.I. of the Original Indenture and may thereafter be
included in Item 5 of any 'certificate of available additions'
thereafter filed with the Trustee pursuant to Section 3.01 of the
Original Indenture.";
(3) subsection H of Section 1.10 of the Original Indenture be
27
amended by inserting before the semicolon preceding clause (ii)
thereof, and as a part of clause (1) thereof, the words "if, to
the extent that, and so long as, the provisions of this Indenture
or any supplemental indentures creating or providing for any such
fund or any supplemental indentures amending the provisions
creating or providing for any such fund shall preclude the use of
property additions so included in an officers' certificate as the
basis for further action or credit hereunder"; Subsection I of
Section 1.10 of the Original Indenture be amended by changing the
reference therein from "Item 5" to "Item 7"; and Subsection J of
Section 1.10 of the Original Indenture be amended by changing the
reference therein from "Item 4" to "Item 5";
(4) paragraph (3) of Section 3.01(A) of the Original Indenture
be amended by changing the period at the end thereof to a comma
and adding the following words thereto: "except to the extent
otherwise provided in this Indenture or in any supplemental
indenture";
(5) the Certificate of Available Additions set forth in Section
3.03.A. of the Original Indenture be amended by
(i) adding new paragraphs (5) and (6) thereto immediately
preceding existing paragraph (5) thereof, as follows:
"(5) The aggregate amount, if any, of available additions
included in Item 4 above which were so included
because the same were made the basis of a credit upon
any sinking fund payment for Bonds of any series and
which have subsequently again become 'available
additions' as a result of the fact that all Bonds of
such series ceased to be outstanding, is
$_________________
"(6) The aggregate amount of available additions
heretofore made the basis for action or credit under
said Indenture of Mortgage and which have not
subsequently again become 'available additions' as set
forth in Item 5 above, namely Item 4 above minus Item
5 above is $_______________
(ii) renumbering existing paragraph (5) as paragraph (7) and
changing the references in renumbered paragraph (7) from
"Item 3 above minus Item 4 above" to "Item 3 above minus
Item 6 above",
28
(iii) renumbering existing paragraphs (6) and (7) as
paragraphs (8) and (9) and changing the references in
renumbered paragraph (9) from "Item 5 above minus Item 6
above" to "Item 7 above minus Item 8 above", and
(iv) deleting "Item 7 above" in the second line of the
paragraph immediately succeeding renumbered paragraph
(9) and substituting "Item 9 above" therefor; and
(6) the Certificate of Available Bond Retirements set forth in
Section 3.03.B. of the Original Indenture be amended by
(i) adding a new paragraph (4) thereto immediately preceding
the existing paragraph (4) thereof, as follows:
"(4) The aggregate amount, if any, of Bonds previously
made the basis of a credit upon any sinking fund
payment for Bonds of any series, and/or redeemed
(whether on a sinking fund payment date or in
anticipation of sinking fund payment) by operation of
the sinking fund for Bonds of such series, which have
subsequently become 'available Bond retirements' as a
result of the fact that all Bonds of such series
ceased to be outstanding is $___________"
(ii) renumbering the existing paragraph (4) as paragraph (5)
and revising the same to read as follows: "The amount of
presently available Bond retirements, namely the sum of
Items (1), (2), (3) and (4) above, is $___________"
(iii) renumbering the existing paragraphs (5) and (6) as (6)
and (7), respectively, and changing the reference in
renumbered paragraph (7) from "Item 4 minus Item 5" to
"Item 5 minus Item 6".
IV. The amendments of Subsections A, G, H, I and/or J of Section
1.10 of the Original Indenture, of Sections 3.01, 3.03 and/or 4.03
of the Original Indenture and/or of Section 1.03 of the First,
Third, Fifth, Sixth, Seventh and Ninth through Twenty-fourth
Supplemental Indentures set forth above shall, subject to the
Company and the Trustee, in accordance with the provisions of
Section 17.02 of the Original Indenture, entering into an indenture
or indentures supplemental to the Original Indenture for the purpose
of so amending said Subsections A, G, H, I and/or J, Sections 3.01,
29
3.03 and/or 4.03 and/or Section 1.03, become effective at such time
as the holders of not less than 75% in principal amount of Bonds
then outstanding or their attorneys-in-fact duly authorized,
including the holders of not less than 60% in principal amount of
the Bonds then outstanding of each series the rights of the holders
of which are affected by such amendment, shall have consented to
such amendment. No further vote or consent of the holders of Bonds
of the Medium Term Note Series V shall be required to permit such
amendments to become effective and in determining whether the
holders of not less than 75% in principal amount of Bonds
outstanding at the time such amendments become effective have
consented thereto, the holders of all Bonds of the Medium Term Note
Series V then outstanding shall be deemed to have so consented.
SECTION 1.08. This Article shall be of force and effect only so
long as any Bonds of the Medium Term Note Series V are outstanding.
ARTICLE TWO.
TRUSTEE.
SECTION 2.01. The Trustee hereby accepts the trust hereby
created. The Trustee undertakes, prior to the occurrence of an
event of default and after the curing of all events of default which
may have occurred, to perform such duties and only such duties as
are specifically set forth in the Original Indenture as heretofore
and hereby supplemented and modified, on and subject to the terms
and conditions set forth in the Original Indenture as so
supplemented and modified, and in case of the occurrence of an event
of default (which has not been cured) to exercise such of the rights
and powers vested in it by the Original Indenture as so supplemented
and modified, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Supplemental
Indenture or the Bonds issued hereunder or the due execution thereof
by the Company. The Trustee shall be under no obligation or duty
with respect to the filing, registration, or recording of this
Supplemental Indenture or the re-filing, re-registration, or
re-recording thereof. The recitals of fact contained herein or in
the Bonds (other than the Trustee's authentication certificate)
shall be taken as the statements solely of the Company, and the
Trustee assumes no responsibility for the correctness thereof.
30
ARTICLE THREE.
MISCELLANEOUS PROVISIONS.
SECTION 3.01. Although this Supplemental Indenture, for
convenience and for the purpose of reference, is dated August 1,
1996, the actual date of execution by the Company and by the Trustee
is as indicated by their respective acknowledgments hereto annexed.
SECTION 3.02. This Supplemental Indenture is executed and shall
be construed as an indenture supplemental to the Original Indenture
as heretofore supplemented and modified, and as supplemented and
modified hereby, the Original Indenture as heretofore supplemented
and modified is in all respects ratified and confirmed, and the
Original Indenture as heretofore and hereby supplemented and
modified shall be read, taken and construed as one and the same
instrument. All terms used in this Supplemental Indenture shall be
taken to have the same meaning as in the Original Indenture except
in cases where the context clearly indicates otherwise.
SECTION 3.03. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Bonds or coupons
shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental
Indenture, but this Supplemental Indenture shall be construed as if
such invalid or illegal or unenforceable provision had never been
contained herein.
SECTION 3.04. This Supplemental Indenture may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts, or
as many of them as the Company and the Trustee shall preserve
undestroyed, shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, Portland General Electric Company has caused
this Supplemental Indenture to be signed in its corporate name by
its President or one of its Senior Vice Presidents or one of its
Vice Presidents and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant Secretaries, and
in token of its acceptance of the trusts created hereunder, Marine
Midland Bank (formerly The Marine Midland Trust Company of New York)
has caused this Supplemental Indenture to be signed in its corporate
name by one of its Vice Presidents or one of its Assistant Vice
Presidents or one of its Corporate Trust Officers and its
31
corporate
seal to be hereunto affixed and attested by one of its Corporate
Trust Officers, all as of the day and year first above written.
PORTLAND GENERAL ELECTRIC
COMPANY
By:__________________________
Title: SENIOR VICE PRESIDENT
Attest:
___________________________
Title: ASSISTANT SECRETARY
(Seal)
MARINE MIDLAND BANK
By: _________________________
Title: ______________________
Attest:
___________________________
Title: ____________________
(Seal)
32
State of Oregon
} ss.:
County of Multnomah
The foregoing instrument was acknowledged before me on this ____
day of August, 1996 by Joseph M. Hirko, a Senior Vice President of
PORTLAND GENERAL ELECTRIC COMPANY, an Oregon corporation, on behalf
of said corporation.
_____________________________________________
Notary Public for Oregon
My Commission Expires _______________________
[NOTARIAL SEAL]
33
State of New York
} ss.:
County of _______
The foregoing instrument was acknowledged before me on this ____ day
of August, 1996 by _____________________________, a(an) ____________________
of MARINE MIDLAND BANK, a New York banking corporation and trust company, on
behalf of said corporation.
____________________________________
Notary Public, State of New York
No. ________________________________
Commission Expires _________________
[NOTARIAL SEAL]
34
State of Oregon
} ss.:
County of Multnomah
Joseph M. Hirko and Steven F. McCarrel, a Senior Vice President
and Assistant Secretary, respectively, of PORTLAND GENERAL ELECTRIC
COMPANY, an Oregon corporation, the mortgagor in the foregoing
mortgage named, being first duly sworn, on oath depose and say that
they are the officers above named of said corporation and that this
affidavit is made for and on its behalf by authority of its Board of
Directors and that the aforesaid mortgage is made by said mortgagor
in good faith, and without any design to hinder, delay or defraud
creditors.
Subscribed and sworn to before me this ____ day of August, 1996.
______________________________________
Notary Public for Oregon
My Commission Expires ________________
[NOTARIAL SEAL]
SS 6726
PORTLAND GENERAL CORPORATION
OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
1996 RESTATEMENT
AMENDMENT NO. 2
This Amendment No. 2 to the Portland General Corporation Outside
Directors' Deferred Compensation Plan, as restated effective January 1, 1996
(the "Plan") is effective as of November 4, 1996 and has been executed as of
the 6th day of November 1996 on behalf of Portland General Corporation (the
"Company").
WHEREAS, pursuant to Section 10.1, the Human Resources Committee of the
Company's Board of Directors (the "Committee") has the authority to amend the
Plan; and
WHEREAS, the Committee wishes to allow Participants who serve on the
Boards of companies affiliated with the Company or joint venture partners of
the Company to maintain their accounts with the Company until they no longer
serve on the Board of an affiliated company;
NOW, THEREFORE, the Plan is hereby amended as follows:
FIRST: Section 3.1 is amended in its entirety to read as follows:
(a) ELIGIBILITY. An Outside Director shall be eligible to participate
by making Deferral Elections under paragraph 3.2 below. The Senior
Administrative Officer shall notify eligible Outside Directors about the
Plan and the benefits provided under it.
(b) CESSATION OF ELIGIBILITY. An Eligible Outside Director who ceases
to serve on a Board of a Participating Company shall cease participating
as to new deferrals immediately.
SECOND: Section 5.1(a) is amended in its entirety to read as follows:
(a) ENTITLEMENT TO BENEFITS AT TERMINATION. Benefits under this Plan
shall be payable to a Participant on termination of membership on all
Boards of Participating Companies. The amount of the benefit shall be the
balance of the Participant's Account including Interest to the date of
payment, in the form elected under Paragraph 5.3 below.
Notwithstanding the above, if a Participant terminates Board
membership with a Participating Company but, within sixty (60) days
thereafter, becomes a Board member of an affiliate of the Company or
Portland General Electric Company, including subsidiaries and joint
venture partners, the status of which shall be determined at the
discretion of the Senior Administrative Officer, the Participating Company
shall continue to maintain the Participant's Account pursuant to Section
IV. Benefits shall be payable to such Participant under this paragraph or
Paragraph 5.1(b) below when the Participant is no longer a member of the
Board of any affiliated company, as determined at the discretion of the
Senior Administrative Officer.
1
PORTLAND GENERAL CORPORATION
OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
1996 RESTATEMENT
AMENDMENT NO. 2
THIRD: Except as provided herein, all other Plan provisions shall remain
in full force and effect.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
as of the day and year first written above.
PORTLAND GENERAL CORPORATION
By: _________________________________
Donald F. Kielblock
Senior Administrative Officer and
Vice President, Human Resources
2
PORTLAND GENERAL CORPORATION
MANAGEMENT DEFERRED COMPENSATION PLAN
1996 RESTATEMENT
AMENDMENT NO. 2
This Amendment No. 2 to the Portland General Corporation Management
Deferred Compensation Plan, as restated effective January 1, 1996 (the "Plan")
is effective as of November 4, 1996 and has been executed as of the 6th day of
November 1996 on behalf of Portland General Corporation (the "Company").
WHEREAS, pursuant to Section 10.1, the Human Resources Committee of the
Company's Board of Directors (the "Committee") has the authority to amend the
Plan; and
WHEREAS, the Committee wishes to allow Participants who transfer to
companies affiliated with the Company or joint venture partners of the Company
to maintain their accounts with the Company until they are no longer employed
by an affiliated company;
NOW, THEREFORE, the Plan is hereby amended as follows:
FIRST: Section 3.1(b) is amended in its entirety to read as follows:
(b) CESSATION OF ELIGIBILITY. An Eligible Employee who ceases to be
an employee of a Participating Employer or to satisfy condition 2.13(a) or
2.13(b) of the definition of Eligible Employee shall cease participating
as to new deferrals immediately. An Eligible Employee who ceases to
satisfy condition 2.13(c) of the definition of Eligible Employee may
continue to participate in the Plan if such individual has a current
election to defer under the Plan at the time the Employee ceases to
satisfy condition 2.13(c).
SECOND: Section 5.1(a) is amended in its entirety to read as follows:
(a) ENTITLEMENT TO BENEFITS AT TERMINATION. Benefits under this Plan
shall be payable to a Participant on termination of employment with all
Participating Employers. The amount of the benefit shall be the balance of
the Participant's Account including Interest to the date of payment, in
the form elected under Paragraph 5.3 below.
Notwithstanding the above, if a Participant transfers employment from
a Participating Employer to an affiliate of the Company or Portland
General Electric Company, including subsidiaries and joint venture
partners, the status of which shall be determined at the discretion of the
Senior Administrative Officer, the Participating Employer shall continue
to maintain the Participant's Account pursuant to Section IV. Benefits
shall be payable to such Participant under this paragraph or Paragraph
5.1(b) below when the Participant is no longer employed by any affiliated
company, as determined at the discretion of the Senior Administrative
Officer.
1
PORTLAND GENERAL CORPORATION
MANAGEMENT DEFERRED COMPENSATION PLAN
1996 RESTATEMENT
AMENDMENT NO. 2
THIRD: Except as provided herein, all other Plan provisions shall remain
in full force and effect.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
as of the day and year first written above.
PORTLAND GENERAL CORPORATION
By: _________________________________
Donald F. Kielblock
Senior Administrative Officer and
Vice President, Human Resources
2
Exhibit (23)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K, into Portland General Corporation's
previously filed Registration Statement No. 33-27462 on Form S-8, Registration
Statement No. 33-40943 on Form S-8, Registration Statement No. 33-49811 on Form
S-8, Registration Statement No. 33-55321 on Form S-3 and Registration Statement
No. 33-61313 on Form S-8.
Arthur Andersen LLP
Portland, Oregon,
January 20, 1997
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K, into Portland General Electric
Company's previously filed Registration Statement No. 33-62549 on Form S-3.
Arthur Andersen LLP
Portland, Oregon,
January 20, 1997