PORTLAND GENERAL CORPORATION
OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
1996 RESTATEMENT
Effective January 1, 1996
TABLE OF CONTENTS
PAGE
ARTICLE I - PURPOSE 1
1.1 Restatement 1
1.2 Purpose 1
1.3 Effective Date 1
1.4 Plan Sponsor 1
ARTICLE II - DEFINITIONS 1
2.1 Account 1
2.2 Beneficiary 1
2.3 Board 1
2.4 Change in Control 2
2.5 Committee 3
2.6 Company 3
2.7 Compensation 3
2.8 Deferral Election 3
2.9 Determination Date 3
2.10 Direct Subsidiary 3
2.11 Financial Emergency 3
2.12 Indirect Subsidiary 3
2.13 Interest 4
2.14 Outside Director 4
2.15 Participant 4
2.16 Participating Company 4
2.17 Plan 4
2.18 Policies 4
2.19 Senior Administrative Officer 4
ARTICLE III - ELIGIBILITY AND DEFERRALS 5
3.1 Eligibility 5
3.2 Deferral Elections 5
3.3 Limits on Elective Deferrals 5
ARTICLE IV - DEFERRED COMPENSATION ACCOUNT 5
4.1 Crediting to Account 5
4.2 Determination of Accounts 5
4.3 Vesting of Accounts 6
4.4 Statement of Accounts 6
(i)
TABLE OF CONTENTS
PAGE
ARTICLE V - PLAN BENEFITS 6
5.1 Benefits 6
5.2 Withdrawals for Financial Emergency 6
5.3 Form of Benefit Payment 6
5.4 Accelerated Distribution 7
5.5 Taxes 8
5.6 Commencement of Payments 8
5.7 Full Payment of Benefits 8
5.8 Payment to Guardian 8
ARTICLE VI - BENEFICIARY DESIGNATION 8
6.1 Beneficiary Designation 8
6.2 Amendments 8
6.3 No Beneficiary Designation 9
6.4 Effect of Payment 9
ARTICLE VII - ADMINISTRATION 9
7.1 Senior Administrative Officer; Duties 9
7.2 Agents 9
7.3 Binding Effect of Decisions 9
7.4 Indemnity of Senior Administrative Officer; Committee 9
7.5 Availability of Plan Documents 10
7.6 Cost of Plan Administration 10
ARTICLE VIII - CLAIMS PROCEDURE 10
8.1 Claim 10
8.2 Denial of Claim 10
8.3 Review of Claim 10
8.4 Final Decision 10
ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN 11
9.1 Amendment 11
9.2 Termination 11
9.3 Payment at Termination 11
(ii)
TABLE OF CONTENTS
PAGE
ARTICLE X - MISCELLANEOUS 12
10.1 Unfunded Plan 12
10.2 Liability 12
10.3 Trust Fund 12
10.4 Nonassignability 13
10.5 Protective Provisions 13
10.6 Governing Law 13
10.7 Terms 13
10.8 Validity 13
10.9 Notice 13
10.10 Successors 13
10.11 Not a Contract of Service 14
(iii)
INDEX OF TERMS
TERM AND PROVISION NUMBER PAGE
A
Account: 2.1 1
B
Beneficiary: 2.2 1
Board: 2.3 1
C
Change in Control: 2.4 2
Committee: 2.5 3
Company: 2.6 3
Compensation: 2.7 3
D
Deferral Election: 2.8 3
Determinatoin Date: 2.9 3
Direct Subsidiary: 2.10 3
E
Exchange Act: 2.4(a) 2
F
Financial Emergency: 2.11 3
I
Indirect Subsidiary: 2.12 3
Interest: 2.13 4
O
Outside Director: 2.14 4
P
Participant: 2.15 4
Participating Company: 2.16 4
PGC: 2.4(a) 2
PGE: 2.4(a) 2
Plan: 2.17 4
Policies: 2.18 4
S
Senior Administrative Officer: 2.19 4
(iv)
PORTLAND GENERAL CORPORATION
OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
1996 RESTATEMENT
ARTICLE I - PURPOSE
1.1 Restatement
Portland General Corporation adopted a Deferred Compensation Plan
effective January 1, 1983 to cover Directors, officers and certain key
employees. The Plan was renamed and amended by the 1987 Restatement and
further amended by the 1988, 1990, and 1994 Restatements.
1.2 Purpose
The purpose of this Outside Directors' Deferred Compensation Plan is to
provide elective deferred compensation to Outside Directors. It is intended
that the Plan will aid in attracting and retaining Outside Directors of
exceptional ability.
1.3 Effective Date
This Restatement shall be effective as of January 1,1996.
1.4 Plan Sponsor
The Plan is maintained for the benefit of Outside Directors of Portland
General Corporation, an Oregon Corporation, and Outside Directors of any
corporations or other entities affiliated with or subsidiary to it, if such
corporations or entities are selected by the Board.
ARTICLE II - DEFINITIONS
2.1 Account
"Account" means the account, maintained by the Participating Company in
accordance with Article IV with respect to any deferral of Compensation
pursuant to this Plan.
2.2 Beneficiary
"Beneficiary" means the person, persons or entity entitled under Article
VI to receive any Plan benefits payable after Participant's death.
2.3 Board
"Board" means the Board of Directors of Portland General Corporation.
PAGE 1 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
2.4 Change in Control
"Change in Control" means an occurrence in which:
(a) Any "person," as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(other than Portland General Corporation ("PGC") or Portland General
Electric ("PGE"), any trustee or other fiduciary holding securities under
an employee benefit plan of PGC or PGE, or any Employer owned, directly or
indirectly, by the stockholders of PGC or PGE in substantially the same
proportions as their ownership of stock of PGC or PGE), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities representing thirty percent (30%) or
more of the combined voting power of PGC's or PGE's then outstanding
voting securities;
(b) During any period of two (2) consecutive years (not including any
period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board, and any new director (other
than a director designated by a person who has entered into an agreement
with PGC to effect a transaction described in clause (a), (c) or (d) of
this paragraph) whose election by the Board or nomination for election by
PGC's stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors as of the
beginning of the period of whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a
majority thereof;
(c) The stockholders of PGC or PGE approve a merger or consolidation
of PGC or PGE with any other corporation, other than:
(i) A merger or consolidation which would result in the voting
securities of PGC or PGE outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than
eighty percent (80%) of the combined voting power of the voting
securities of PGC or PGE or such surviving entity outstanding
immediately after such merger or consolidation, or
(ii) A merger or consolidation effected to implement a
recapitalization of PGC or PGE (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than thirty percent
(30%) of the combined voting power of PGC's or PGE's then outstanding
securities; or
(d) The stockholders of PGC or PGE approve a plan of complete
liquidation of PGC or PGE or an agreement for the sale or disposition by
PGC or PGE of sixty percent (60%) or more of PGC's or PGE's assets
(including stock of subsidiaries) to a person or entity that is not a
subsidiary or parent corporation. For purposes of determining whether a
sale or other disposition of sixty percent (60%) of PGE's assets has
occurred, only long-term assets shall be considered. Assets shall not be
considered long-term assets if they constitute "regulatory assets,"
"stranded investments" or abandoned or nonoperational projects. Projects
in economy shutdown shall be considered long-term assets.
PAGE 2 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
2.5 Committee
"Committee" means the Human Resources Committee of the Board.
2.6 Company
"Company" means Portland General Corporation, an Oregon Corporation.
2.7 Compensation
"Compensation" means annual retainer and fees for attendance at Board and
various committee meetings paid to an Outside Director by the Participating
Company during the calendar year with respect to duties performed as a member
of the Board. Compensation, for purposes of this Plan, may include any new
form of cash remuneration paid by the Participating Company to an Outside
Director which is explicitly designated as deferrable pursuant to this Plan by
the Deferral Election form approved by the Senior Administrative Officer.
Compensation does not include expense reimbursements, imputed compensation, or
any form of noncash compensation or benefits.
2.8 Deferral Election
"Deferral Election" means the election completed by the Participant in a
form approved by the Senior Administrative Officer which indicates the
Participant's irrevocable election to defer Compensation as designated in the
Deferral Election, pursuant to Article III.
2.9 Determination Date
"Determination Date" means the last day of each calendar month.
2.10 Direct Subsidiary
"Direct Subsidiary" means any corporation of which a Participating Company
owns at least eighty percent (80%) of the total combined voting power of all
classes of its stock entitled to vote.
2.11 Financial Emergency
"Financial Emergency" means a financial need resulting from a serious
unforeseen personal or family emergency, such as an act of God, an adverse
business or financial transaction, divorce, serious illness or accident, or
death in the family.
2.12 Indirect Subsidiary
"Indirect Subsidiary" means any corporation of which a Participating
Company directly and constructively owns at least eighty percent (80%) of the
total combined voting power of all classes of its stock entitled to vote. In
determining the amount of stock of a corporation that is constructively owned
by a Participating Company stock owned, directly or constructively, by a
corporation shall be considered as being owned proportionately by its
shareholders according to such shareholder's share of voting power of all
classes of its stock entitled to vote.
PAGE 3 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
2.13 Interest
"Interest" means the interest yield computed at the monthly equivalent of
an annual yield that is three (3) percentage points higher than the annual
yield on Moody's Average Corporate Bond Yield Index for the three (3) calendar
months preceding the immediately prior month as published by Moody's Investors
Service, Inc. (or any successor thereto), or, if such index is no longer
published, a substantially similar index selected by the Board.
2.14 Outside Director
"Outside Director" means a member of the Board who is not an employee of
Portland General Corporation or any Direct Subsidiary or Indirect Subsidiary
of Portland General Corporation.
2.15 Participant
"Participant" means any eligible Outside Director who has elected to make
deferrals under this Plan.
2.16 Participating Company
"Participating Company" means the Company or any affiliated or subsidiary
company designated by the Board as a Participating Company under the Plan, as
long as such designation has become effective and continues to be in effect.
The designation as a Participating Company shall become effective only upon
the acceptance of such designation and the formal adoption of the Plan by a
Participating Company. A Participating Company may revoke its acceptance of
designation as a Participating Company at any time, but until it makes such
revocation, all of the provisions of this Plan and any amendments thereto
shall apply to the Outside Directors of the Participating Company and their
Beneficiaries.
2.17 Plan
"Plan" means the Portland General Corporation Outside Directors' Deferred
Compensation Plan, as may be amended from time to time.
2.18 Policies
"Policies" means any life insurance policies, annuity contracts or the
proceeds therefrom owned or which may be acquired by the Participating
Company.
2.19 Senior Administrative Officer
"Senior Administrative Officer" means the employee in the management
position designated by the Committee to administer the Plan.
PAGE 4 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
ARTICLE III-ELIGIBILITY AND DEFERRALS
3.1 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.
3.2 Deferral Elections
(a) TIME OF ELECTIONS. An eligible Outside Director may elect to
participate in the Plan with respect to any calendar year by making an
election to defer Compensation in a Deferral Election in a form approved
by the Senior Administrative Officer. The Deferral Election must be filed
with the Senior Administrative Officer no later than December 15, or such
shorter period as designated in the Deferral Election form.
(b) MID-YEAR ELIGIBILITY. If an individual first becomes eligible to
participate during a calendar year and wishes to defer Compensation during
the remainder of that year, a Deferral Election may be filed no later than
thirty (30) days following notification to the Outside Director by the
Senior Administrative Officer of eligibility to participate. Such Deferral
Election shall be effective only with regard to Compensation earned after
it is filed with the Senior Administrative Officer.
(c) IRREVOCABILITY. A Deferral Election for the following calendar
year shall become irrevocable on the December 15 by which it is due under
paragraph 3.2(a) and a Deferral Election for the current calendar year
shall become irrevocable upon filing with the Senior Administrative
Officer under paragraph 3.2(b).
3.3 Limits on Elective Deferrals
An eligible Outside Director may elect to defer up to one hundred percent
(100%) of Compensation. The level elected must be in one percent (1%)
increments.
ARTICLE IV-DEFERRED COMPENSATION ACCOUNT
4.1 Crediting to Account
The amount of the elective deferrals for a Participant under this Plan
shall be credited to an Account for the Participant on the books of the
Participating Company at the time the Compensation would have been paid in
cash. Any taxes or other amounts due from a Participant with respect to the
deferred Compensation under federal, state or local law, shall be withheld
from nondeferred Compensation payable to the Participant at the time the
deferred amounts are credited to the Account to the extent possible. To the
extent not possible, such amounts shall be withheld from deferred Compensation
with the balance to be credited to the Participant's Account.
4.2 Determination of Accounts
The last day of each calendar month shall be a Determination Date. Each
Participant's Account as of each Determination Date shall consist of the
balance of the Account as of the immediately
PAGE 5 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
preceding Determination Date,
plus the Participant's elective deferrals, and Interest credited under this
Plan, minus the amount of any distributions made from this Plan since the
immediately preceding Determination Date. Interest credited shall be
calculated as of each Determination Date based upon the average daily balance
of the Account since the preceding Determination Date.
4.3 Vesting of Accounts
Account balances in this Plan shall be fully vested at all times.
4.4 Statement of Accounts
The Senior Administrative Officer shall submit to each Participant, after
the close of each calendar quarter and at such other times as determined by
the Senior Administrative Officer, a statement setting forth the balance of
the Account maintained for the Participant.
ARTICLE V - PLAN BENEFITS
5.1 Benefits
(a) ENTITLEMENT TO BENEFITS AT TERMINATION. Benefits under this Plan
shall be payable to a Participant on termination of membership on any and
all Boards of any 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.
(b) ENTITLEMENT TO BENEFITS AT DEATH. Upon the death of a
Participant for whom an Account is held under this Plan, a death benefit
shall be payable to the Participant's Beneficiary in the same form as the
Participant elected for payments at termination of service on the Board,
under paragraph 5.3 below. The amount of the benefit shall be the balance
of the Participant's Account including Interest to the date of payment.
5.2 Withdrawals for Financial Emergency
A Participant may withdraw part or all of the Participant's Account for a
Financial Emergency as follows:
(a) DETERMINATION. The existence of a Financial Emergency and the
amount to be withdrawn shall be determined by the Senior Administrative
Officer.
(b) SUSPENSION. A Participant who makes a withdrawal for Financial
Emergency shall be suspended from participation for twelve (12) months
from the date of withdrawal. Compensation payable during such suspension
that would have been deferred under this Plan shall instead be paid to the
Participant.
5.3 Form of Benefit Payment
(a) The Plan benefits attributable to the elective deferrals for any
calendar year shall be paid in one (1) of the forms set out below, as
elected by the Participant in the form of payment designation filed with
the Deferral Election for that year. The forms of benefit payment are:
PAGE 6 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
(i) A lump sum payment; or
(ii) Monthly installment payments in substantially equal payments
of principal and Interest over a period of up to one hundred eighty
(180) months. The amount of the installment payment shall be
redetermined on the first day of the month coincidental with or next
following the anniversary of the date of termination each year, based
upon the then current rate of Interest, the remaining Account balance,
and the remaining number of payment periods.
(iii) In the event the account balance is ten thousand ($10,000)
or less, that benefit will be paid out in a lump sum notwithstanding
the form of benefit payment elected by the Participant.
(b) A Participant may elect to file a change of payment designation
which shall supersede all prior form of payment designations with respect
to the Participant's entire Account. The Participant may redesignate a
combination of lump sum and monthly installments if approved by the Senior
Administrative Officer. If, upon termination, the Participant's most
recent change of payment designation has not been in effect for twelve
(12) full months prior to such termination, then the prior election shall
be used to determine the form of payment. The Senior Administrative
Officer may, in his sole discretion, direct that plan benefits be paid
pursuant to the change of payment designation, notwithstanding the twelve
(12) month requirement.
5.4 Accelerated Distribution
Notwithstanding any other provision of the Plan, a Participant shall be
entitled to receive, upon written request to the Senior Administrative
Officer, a lump sum distribution of all or a portion of the vested Account
balance, subject to the following:
(a) PENALTY.
(i) If the distribution is requested within thirty-six (36)
months following a Change in Control, six percent (6%) of the account
shall be forfeited and ninety-four percent (94%) of the account paid
to the Participant.
(ii) If the distribution is requested at any time other than that
in (i) above, ten percent (10%) of the account shall be forfeited and
ninety percent (90%) of the account paid to the Participant.
(b) SUSPENSION. A Participant who receives a distribution under this
section shall be suspended from participation in this Plan for twelve (12)
calendar months from the date of such distribution. The account balance
shall be as of the Determination Date immediately preceding the date on
which the Senior Administrative Officer receives the written request. The
amount payable under this section shall be paid in a lump sum within
sixty-five (65) days following the receipt of the Participant's written
request by the Senior Administrative Officer.
PAGE 7 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
5.5 Taxes
Each Participating Company shall withhold from payments made hereunder any
taxes required to be withheld from a Participant's Compensation for the
federal or any state or local government. Withholding shall also apply to
Beneficiary, unless an election against withholding is made under Section
3405(a)(2) of the Internal Revenue Code.
5.6 Commencement of Payments
Payment shall commence at the discretion of the Senior Administrative
Officer, but not later than sixty-five (65) days after the end of the month in
which a Participant retires, dies or otherwise terminates membership on the
Board. All payments shall be made as of the first day of the month.
5.7 Full Payment of Benefits
Notwithstanding any other provision of this Plan, all benefits shall be
paid no later than one hundred eighty (180) months following the date payment
to Participant commences.
5.8 Payment to Guardian
If a Plan benefit is payable to a minor or a person declared incompetent
or to a person incapable of handling the disposition of property, the Senior
Administrative Officer may direct payment of such Plan benefit to the
guardian, legal representative or person having the care and custody of such
minor or incompetent person. The Senior Administrative Officer may require
proof of incompetency, minority, incapacity or guardianship as he may deem
appropriate prior to distribution of the Plan benefit. Such distribution shall
completely discharge the Senior Administrative Officer, the Participating
Company and the Company from all liability with respect to such benefit.
ARTICLE VI - BENEFICIARY DESIGNATION
6.1 Beneficiary Designation
Each Participant shall have the right, at any time, to designate one (1)
or more persons or entities as the Participant's Beneficiary, primary as well
as secondary, to whom benefits under this Plan shall be paid in the event of
the Participant's death prior to complete distribution to the Participant of
the benefits due under the Plan. Each Beneficiary designation shall be in a
written form prescribed by the Senior Administrative Officer and will be
effective only when filed with the Senior Administrative Officer during the
Participant's lifetime.
6.2 Amendments
Any Beneficiary designation may be changed by a Participant without the
consent of any Beneficiary by the filing of a new Beneficiary designation with
the Senior Administrative Officer. If a Participant's Compensation is
community property, any Beneficiary designation shall be valid or effective
only as permitted under applicable law.
PAGE 8 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
6.3 No Beneficiary Designation
In the absence of an effective Beneficiary designation, or if all
Beneficiaries predecease a Participant, the Participant's estate shall be the
Beneficiary. If a Beneficiary dies after a Participant and before payment of
benefits under this Plan has been completed, the remaining benefits shall be
payable to the Beneficiary's estate.
6.4 Effect of Payment
Payment to the Beneficiary shall completely discharge the Participating
Company's obligations under this Plan.
ARTICLE VII - ADMINISTRATION
7.1 Senior Administrative Officer; Duties
This Plan shall be administered by a Senior Administrative Officer as
designated by the Committee. Members of the Committee may be participants
under this Plan. The Senior Administrative Officer shall have the authority to
make, amend, interpret and enforce all appropriate rules and regulations for
the administration of this Plan and decide or resolve any and all questions
including interpretations of this Plan as may arise in connection with the
Plan. The Senior Administrative Officer shall report to the Committee on an
annual basis regarding Plan activity, and at such other times as may be
requested by the Committee.
7.2 Agents
In the administration of the Plan, the Senior Administrative Officer may,
from time to time, employ agents and delegate to such agents, including
employees of any Participating Company, such administrative duties as he sees
fit, and may from time to time consult with counsel, who may be counsel to any
Participating Company.
7.3 Binding Effect of Decisions
The decision or action of the Senior Administrative Officer with respect
to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all
persons having any interest in the Plan.
7.4 Indemnity of Senior Administrative Officer; Committee
Each Participating Company shall indemnify and hold harmless the Senior
Administrative Officer, the Committee and its individual members, against any
and all claims, loss, damage, expense or liability arising from any action or
failure to act with respect to this Plan, except in the case of gross
negligence or willful misconduct.
PAGE 9 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
7.5 Availability of Plan Documents
Each Participant shall receive a copy of this Plan, and the Senior
Administrative Officer shall make available for inspection by any Participant
a copy of the rules and regulations used in administering the Plan.
7.6 Cost of Plan Administration
The Company shall bear all expenses of administration. However, a ratable
portion of the expense shall be charged back to each Participating Company.
ARTICLE VIII - CLAIMS PROCEDURE
8.1 Claim
Any person claiming a benefit, requesting an interpretation or ruling
under the Plan or requesting information under the Plan shall present the
request in writing to the Senior Administrative Officer or his delegatee who
shall respond in writing as soon as practicable.
8.2 Denial of Claim
If the claim or request is denied, the written notice of denial shall
state:
(a) The reasons for denial, with specific reference to the Plan
provisions on which the denial is based.
(b) A description of any additional material or information required
and an explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
8.3 Review of Claim
Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in writing
to the Senior Administrative Officer. The claim or request shall be reviewed
by the Senior Administrative Officer, who may, but shall not be required to,
grant the claimant a hearing. On review, the claimant may have representation,
examine pertinent documents and submit issues and comments in writing.
8.4 Final Decision
The decision by the Senior Administrative Officer on review shall normally
be made within sixty (60) days. If an extension of time is required for a
hearing or other special circumstances, the claimant shall be notified and the
time limit shall be one hundred twenty (120) days. The decision shall be in
writing and shall state the reasons and the relevant Plan provisions. All
decisions on review shall be final and bind all parties concerned.
PAGE 10 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN
9.1 Amendment
The Senior Administrative Officer may amend the Plan from time to time as
may be necessary for administrative purposes and legal compliance, provided
however, that no such amendment shall affect the benefit rights of
Participants or Beneficiaries in the Plan. The Committee may amend the Plan at
any time, provided however, that no amendment shall be effective to decrease
or restrict the accrued rights of Participants and Beneficiaries to the
amounts in their Accounts at the time of the amendment.
9.2 Termination
The Board of each Participating Company may at any time, in its sole
discretion, terminate or suspend the Plan in whole or in part. However, no
such termination or suspension shall adversely affect the benefits of
Participants which have accrued prior to such action, the benefits of any
Participant who has previously retired, the benefits of any Beneficiary of a
Participant who has previously died, or already accrued Plan liabilities
between Participating Companies.
9.3 Payment at Termination
Notwithstanding paragraph 5.3 above, if the Plan is terminated, payment of
each Account to Participant or Beneficiary for whom it is held shall commence
within sixty (60) days of Plan termination in the earlier of one (1) of the
following forms:
(a) the form and time of payment designated by the Participant; or
(b) paid in the following form:
Appropriate Account Balance Payout Period
Less than $25,000 Lump Sum
$25,000 but less than $100,000 Monthly Installments Over 2 Years
$100,000 but less than $500,000 Monthly Installments Over 3 Years
$500,000 or more Monthly Installments Over 5 Years
Interest earned on the unpaid balance in Participant's Account shall be
the applicable Interest rate on the Determination Date immediately preceding
the effective date of such termination of the Plan.
PAGE 11 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
ARTICLE X - MISCELLANEOUS
10.1 Unfunded Plan
This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for Outside Directors. This Plan is not
intended to create an investment contract, but to provide retirement benefits
to eligible individuals who have elected to participate in the Plan. Eligible
individuals are directors of the Participating Company, who by virtue of their
position with the Participating Company, are uniquely informed as to the
Participating Company's operations and have the ability to materially affect
the Participating Company's profitability and operations.
10.2 Liability
(a) LIABILITY FOR BENEFITS. Except as otherwise provided in this
paragraph, liability for the payment of a Participant's benefit pursuant
to this Plan shall be borne solely by the Participating Company for which
the Participant serves during the accrual or increase of the Plan benefit,
and no liability for the payment of any Plan benefit shall be incurred by
reason of Plan sponsorship or participation except for the Plan benefits
of a Participating Company's own Outside Directors. Provided, however,
that each Participating Company, by accepting the Board's designation as a
Participating Company under the Plan and formally adopting the Plan,
agrees to assume secondary liability for the payment of any benefit
accrued or increased while a Participant serves on the board of directors
of a Participating Company that is a Direct Subsidiary or Indirect
Subsidiary of the Participating Company at the time such benefit is
accrued or increased. Such liability shall survive any revocation of
designation as a Participating Company with respect to any liabilities
accrued at the time of such revocation. Nothing in this paragraph shall be
interpreted as prohibiting any Participating Company or any other person
from expressly agreeing to the assumption of liability for a Plan
Participant's payment of any benefits under the Plan.
(b) UNSECURED GENERAL CREDITOR. Participants and their
Beneficiaries, heirs, successors and assigns shall have no secured legal
or equitable rights, interest or claims in any property or assets of the
Participating Company, nor shall they be beneficiaries of, or have any
rights, claims or interests in any Policies or the proceeds therefrom
owned or which may be acquired by the Participating Company. Except as
provided in paragraph 10.3, such Policies or other assets of the
Participating Company shall not be held under any trust for the benefit of
Participants, their Beneficiaries, heirs, successors or assigns, or held
in any way as collateral security for the fulfilling of the obligations of
the Participating Company under this Plan. Any and all of the
Participating Company's assets and Policies shall be, and remain, the
general, unpledged, unrestricted assets of the Participating Company.
Participating Company's obligation under the Plan shall be that of an
unfunded and unsecured promise to pay money in the future.
10.3 Trust Fund
At its discretion, each Participating Company, jointly or severally, may
establish one (1) or more trusts, with such trustee as the Board may approve,
for the purpose of providing for the payment of such benefits. Such trust or
trusts may be irrevocable, but the assets thereof shall be subject to the
claims of the Participating Company's creditors. To the extent any benefits
provided under the Plan are actually paid from any such trust, the
Participating Company shall have no further obliga-
PAGE 12 - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
tion with respect thereto,
but to the extent not so paid, such benefits shall remain the obligation of,
and shall be paid by the Participating Company.
10.4 Nonassignability
Neither a Participant nor any other person shall have any right to sell,
assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
hypothecate or convey in advance of actual receipt the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be nonassignable and nontransferable. No part of
the amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.
10.5 Protective Provisions
A Participant will cooperate with the Participating Company by furnishing
any and all information requested by the Participating Company, in order to
facilitate the payment of benefits hereunder, and by taking such physical
examination as the Participating Company may deem necessary and taking such
other action as may be requested by the Participating Company.
10.6 Governing Law
The provisions of this Plan shall be construed and interpreted according
to the laws of the State of Oregon, except as preempted by federal law.
10.7 Terms
In this Plan document, unless the context clearly indicates the contrary,
the masculine gender will be deemed to include the feminine gender, and the
singular shall include the plural.
10.8 Validity
In case any provision of this Plan shall be held illegal or invalid for
any reason, such illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.
10.9 Notice
Any notice or filing required or permitted to be given to the Senior
Administrative Officer under the Plan shall be sufficient if in writing and
hand delivered, or sent by registered or certified mail to the Senior
Administrative Officer, or to Secretary of the Participating Company. Notice
mailed to the Participant shall be at such address as is given in the records
of the Participating Company. Notice to the Senior Administrative Officer, if
mailed, shall be addressed to the principal executive offices of the Company.
Notices shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
10.10 Successors
The provisions of this Plan shall bind and inure to the benefit of each
Participating Company and its successors and assigns. The term successors as
used herein shall include any corporate or
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other business entity which shall,
whether by merger, consolidation, purchase or otherwise, acquire all or
substantially all of the business and assets of a Participating Company, and
successors of any such corporation or other business entity.
10.11 Not a Contract of Service
The terms and conditions of this Plan shall not be deemed to constitute a
contract of service between a Participating Company and a Participant and
neither a Participant nor a Participant's Beneficiary shall have any rights
against a Participating Company except as may otherwise be specifically
provided herein. Moreover, nothing in this Plan shall be deemed to give a
Participant the right to be retained on the Board of a Participating Company
nor shall it interfere with the Participant's right to terminate his
directorship at any time.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its officers thereunto duly authorized, as of the ____ day of May, 1996.
PORTLAND GENERAL CORPORATION
By: /s/ Don F. Kielblock
Donald F. Kielblock
Senior Administrative Officer and
Vice President, Human Resources
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