PORTLAND GENERAL CORPORATION
RETIREMENT PLAN FOR OUTSIDE DIRECTORS
1996 RESTATEMENT
Effective January 1, 1996
TABLE OF CONTENTS
PAGE
ARTICLE I - PURPOSE 1
1.1 Purpose 1
1.2 Effective Date 1
1.3 Plan Sponsor 1
ARTICLE II - DEFINITIONS 1
2.1 Actuarially Equivalent 1
2.2 Benefit Service 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 Dependent 3
2.9 Direct Subsidiary 3
2.10 Effective Date 3
2.11 Indirect Subsidiary 3
2.12 Marriage 3
2.13 Outside Director 3
2.14 Participant 4
2.15 Participating Company 4
2.16 Plan 4
2.17 Retirement Date 4
2.18 Senior Administrative Officer 4
2.19 Spouse 4
2.20 Suspension Date 4
2.21 Termination 4
ARTICLE III - RETIREMENT BENEFITS 5
3.1 Eligibility 5
3.2 Benefit Upon Retirement 5
3.3 Form of Benefit Payment 5
3.4 Commencement of Payment 6
ARTICLE IV - BENEFITS AFTER CHANGE IN CONTROL 6
4.1 Benefit Upon a Change in Control 6
4.2 Form of Payment 6
4.3 Commencement of Payment 6
(i)
TABLE OF CONTENTS
PAGE
ARTICLE V - SURVIVOR BENEFITS 6
5.1 Survivor Benefit 6
5.2 Cessation of Benefit Upon Remarriage 7
ARTICLE VI - ADMINISTRATION 7
6.1 Senior Administrative Officer; Duties 7
6.2 Agents 7
6.3 Binding Effect of Decisions 7
6.4 Indemnity of Senior Administrative Officer; Committee 7
6.5 Availability of Plan Documents 8
6.6 Cost of Plan Administration 8
ARTICLE VII - CLAIMS PROCEDURE 8
7.1 Claim 8
7.2 Denial of Claim 8
7.3 Review of Claim 8
7.4 Final Decision 8
ARTICLE VIII - AMENDMENT AND TERMINATION OF PLAN 9
8.1 Amendment 9
8.2 Termination 9
ARTICLE IX - MISCELLANEOUS 9
9.1 Unfunded Plan 9
9.2 Liability 9
9.3 Trust Fund 10
9.4 Nonassignability 10
9.5 Payment to Guardian 10
9.6 Terms 10
9.7 Protective Provisions 10
9.8 Governing Law 11
9.9 Validity 11
9.10 Notice 11
9.11 Successors 11
9.12 Not a Contract of Service 11
(ii)
INDEX OF TERMS
TERM AND PROVISION NUMBER PAGE
A
Actuarial Equivalent: 2.1 1
B
Benefit Service: 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
Dependent: 2.8 3
Direct Subsidiary: 2.9 3
E
Effective Date: 2.10 3
Exchange Act: 2.4(a) 2
I
Indirect Subsidiary: 2.11 3
M
Marriage: 2.12 3
O
Outside Director: 2.13 3
P
Participant: 2.14 4
Participating Company: 2.15 4
PGC: 2.4(a) 2
PGE: 2.4(a) 2
Plan: 2.16 4
R
Retirement Date: 2.17 4
(iii)
INDEX OF TERMS
TERM AND PROVISION NUMBER PAGE
S
Senior Administrative Officer: 2.18 4
Spouse: 2.19 4
Suspension Date: 2.20 4
T
Termination: 2.21 4
(iv)
PORTLAND GENERAL CORPORATION
RETIREMENT PLAN FOR OUTSIDE DIRECTORS
1996 RESTATEMENT
ARTICLE I - PURPOSE
1.1 Purpose
The Portland General Corporation Retirement Plan for Outside Directors is
designed to enhance the Participating Companies' ability to attract and retain
competent and experienced Directors by providing retirement benefits for
certain Directors who retire after the Effective Date. The Plan became
effective on January 1, 1985 and was amended by the 1990 Restatement
1.2 Effective Date
This 1996 Restatement is effective January 1, 1996.
1.3 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 Actuarially Equivalent
"Actuarially Equivalent" shall mean the equivalence in value between two
(2) or more forms and/or times of payment based upon a determination by an
actuary chosen by the Senior Administrative Officer using a discount rate
equal to the 30-year Treasury Bill rate on the January 1st of the year in
which the determination occurs plus one percent (1%) and the unisex mortality
table chosen by the actuary, which choice shall be binding on all parties.
2.2 Benefit Service
"Benefit Service" shall mean the continuous amount of time, in completed
months, as an Outside Director. Benefit Service shall commence on the Outside
Director's first election to the Board as an Outside Director and shall end at
the last Board or committee meeting the Outside Director attends. Concurrent
service on more than one Participating Company's Board shall be counted only
once as actual months of service.
2.3 Board
"Board" shall mean the Board of Directors of Portland General Corporation.
PAGE 1 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
2.4 Change in Control
A "Change in Control" shall mean:
(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 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
2.5 Committee
"Committee" shall mean the Human Resources Committee of the Board.
2.6 Company
"Company" shall mean Portland General Corporation, an Oregon Corporation.
2.7 Compensation
"Compensation" shall mean the greater of actual annual retainer and fees
for attendance at Board and various committee meetings that the Outside
Director earned in the last 12 months of Benefit Service, or one-third (1/3)
of the total annual retainer and fees earned in the last thirty-six (36)
months of Benefit Service.
2.8 Dependent
"Dependent" shall mean an unmarried child of the Outside Director until
the age of nineteen (19) (age twenty-six (26) if a full-time student). An
unmarried child shall also qualify as a Dependent by reason of mental
retardation or physical handicap for as long as the condition exists, if such
child qualifies as a dependent under regulations set forth by the Internal
Revenue Service by reason of such mental retardation or physical handicap.
2.9 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.
2.10 Effective Date
"Effective Date" shall mean January 1, 1985.
2.11 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 shareholders' share of voting power of all
classes of its stock entitled to vote.
2.12 Marriage
"Marriage" shall mean the Marriage or Remarriage of a Participant prior to
their separation from service on the Board.
2.13 Outside Director
"Outside Director" shall mean 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.
PAGE 3 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
2.14 Participant
"Participant" shall mean any eligible Outside Director elected to the
Board prior to the Suspension Date.
2.15 Participating Company
"Participating Company" shall mean 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 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.
2.16 Plan
"Plan" shall mean the Portland General Corporation Retirement Plan for
Outside Directors.
2.17 Retirement Date
"Retirement Date" shall mean the first day of the month coincident with or
next following the date of separation from service as an Outside Director,
other than by death, after the earlier of age seventy (70) or ten (10) years
of Benefit Service.
2.18 Senior Administrative Officer
"Senior Administrative Officer" shall mean the employee in the management
position designated by the Committee to administer the Plan.
2.19 Spouse
"Spouse" shall mean the person to whom the Outside Director was legally
married at the Outside Director's date of death.
2.20 Suspension Date
"Suspension Date" shall mean January 1, 1996.
2.21 Termination
"Termination" shall mean removal from the Board by shareholders during a
current term of office.
PAGE 4 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
ARTICLE III - RETIREMENT BENEFITS
3.1 Eligibility
Each Participant who reaches a Retirement Date on or after the Effective
Date shall be eligible for retirement benefits under this Plan.
3.2 Benefit Upon Retirement
(a) The annual benefit payable under this Plan shall equal five
percent (5%) of Compensation for each of the first ten (10) years of
Benefit Service plus two and one-half percent (2.5%) of Compensation for
each of the next ten (10) years of Benefit Service up to a maximum benefit
of seventy-five percent (75%) of Compensation for years of Benefit Service
completed prior to the Suspension Date. No further accruals shall be made
following the Suspension Date.
(b) All Participants shall be vested in their accrued benefit as of
the Suspension Date.
3.3 Form of Benefit Payment
The benefits shall be paid in the form elected by the Participant at the
time the Outside Director becomes a Participant in the Plan. Except in the
case of Marriage of a Participant (in which case a Participant may reelect),
this election shall be made one time and shall be irrevocable. The election
shall be in the form prescribed by the Company and filed with the Senior
Administrative Officer. The following options shall be available:
(a) If the Participant is unmarried as of the Retirement Date, the
benefit shall be paid:
(i) As a straight life annuity; or
(ii) Over a length of time equal to the lesser of the Outside
Director's Benefit Service or the Outside Director's lifetime.
(b) If the Participant is married as of the Retirement Date, the
benefit may be paid:
(i) As a straight life annuity; or
(ii) As a fifty percent (50%) joint and survivor annuity; or
(iii) As a one hundred percent (100%) joint and survivor
annuity; or
(iv) Over a period of time equal to the Outside Director's
Benefit Service so long as the Outside Director or Spouse is living;
or
(v) Over a length of time equal to the lesser of the Outside
Director's Benefit Service or the Outside Director's lifetime, or upon
death, survivor benefit payable for the lesser of Spouse's life,
twelve (12) months, or Outside Director's Benefit Service.
Benefits paid in a form other than pursuant to Section 3.3(a)(ii) or
(b)(v) shall be calculated on an Actuarially Equivalent basis. In the event an
election is not on file at the time benefit payments
PAGE 5 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
commence, benefits shall
be paid as a straight life annuity if the Participant is unmarried or a fifty
percent (50%) joint and survivor annuity if the Participant is married. One-
twelfth (1/12) of the annual benefit shall be payable monthly on the first day
of each month.
(c) If the benefit to be paid is less than ten thousand dollars
($10,000) as of the Suspension Date, a lump-sum payment shall be paid
notwithstanding the form elected.
3.4 Commencement of Payment
Benefit payments shall commence within thirty (30) days following
separation from service on the Board.
ARTICLE IV - BENEFITS AFTER CHANGE IN CONTROL
4.1 Benefit Upon a Change in Control
Upon the Termination of a Participant within three (3) years following a
Change in Control, the following shall apply to the benefits for each
Participant who is an Outside Director at the time such Change in Control
occurs:
(a) A benefit shall be payable regardless of the Outside Director's
Benefit Service, Retirement Date, or age.
(b) The annual benefit payable shall equal five percent (5%) of
Compensation for each of the first ten (10) years of Benefit Service plus
two and one-half percent (2.5%) of Compensation for each of the remaining
years of Benefit Service, up to ten (10) years of Benefit Service, for
years of Benefit Service completed prior to the Suspension Date, except
that the Participant's total benefit shall not exceed seventy-five percent
(75%) of Compensation.
4.2 Form of Payment
A benefit, Actuarially Equivalent to the benefit payable over the lesser
of twenty (20) years or years of service on the Board as computed under
4.1(c), shall be paid in a lump sum.
4.3 Commencement of Payment
Benefit payment shall be made within sixty (60) days following Termination
of the Outside Director.
ARTICLE V - SURVIVOR BENEFITS
5.1 Survivor Benefit
If an Outside Director, who is eligible for a retirement benefit, dies
while serving on the Board, a survivor's benefit equal to the Participant's
monthly Retirement benefit shall be paid to the Spouse of the Outside
Director. Such benefit shall be the Actuarially Equivalent amount payable
under this Plan, as of the Suspension Date, as if the Outside Director had
retired on the first day of the
PAGE 6 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
month in which he or she died and had been
receiving the benefit as elected under Section 3.3 (b) (ii), (iii), (iv), or
(v).
5.2 Cessation of Benefit Upon Remarriage
In the event a Spouse receiving benefits under this Plan remarries, such
Spouse will stop receiving, as of the date of remarriage, any further monthly
benefits from this Plan . However, in lieu of any further monthly benefits
from this Plan, a Spouse will receive the lesser of the remaining monthly
benefits or six (6) months of benefits in a lump sum within forty-five (45)
days from the date of such remarriage. In the event the Senior Administrative
Officer is not notified of such remarriage within six (6) months, no benefit
shall be payable under this Section.
ARTICLE VI - ADMINISTRATION
6.1 Senior Administrative Officer; Duties
This Plan shall be administered by the 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.
6.2 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 it sees
fit, and may, from time to time, consult with counsel, who may be counsel to
any Participating Company.
6.3 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.
6.4 Indemnity of Senior Administrative Officer; Committee
Each Participating Company shall indemnify and hold harmless the Senior
Administrative Officer and 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 7 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
6.5 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.
6.6 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 VII - CLAIMS PROCEDURE
7.1 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.
7.2 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.
7.3 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.
7.4 Final Decision
The decision of 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 relevant Plan provisions. All
decisions on review shall be final and bind all parties concerned.
PAGE 8 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
ARTICLE VIII - AMENDMENT AND TERMINATION OF PLAN
8.1 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 rights of Participants and Beneficiaries to the benefit
accrued at the time of the amendment.
8.2 Termination
The Board of each Participating Employer may at any time, in its sole
discretion, terminate or suspend the Plan in whole or in part for that
Participating Employer. 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 Employers.
ARTICLE IX - MISCELLANEOUS
9.1 Unfunded Plan
This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of Outside
Directors.
9.2 Liability
(a) LIABILITY OF 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 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 Employer 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 liability for a Plan Participants' payment of any benefits
under the Plan.
(b) UNSECURED GENERAL CREDITOR. Participants of this Plan, and any
Spouse, Dependents, heirs, successors, and assigns shall have no secured
legal or equitable rights, interest or claims in any property or assets of
Participating Company, nor shall they be beneficiaries of, or have any
rights, claims or interests in any life insurance policies, annuity
contracts or the proceeds therefrom owned or which may be acquired by
Participating Company. Except as
PAGE 9 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
provided in Section 9.3, such policies,
annuity contracts or other assets of Participating Company shall not be
held under any trust for the benefit of any Participant, Spouse,
Dependents, heirs, successors or assigns, or held in any way as collateral
security for the fulfilling of the obligations of Participating Company
under this Plan. Any and all of Participating Company's assets and
policies shall be, and remain, the general, unpledged, unrestricted assets
of Participating Company. Participating Company's obligation under the
Plan shall be that of an unfunded and unsecured promise to pay money in
the future.
9.3 Trust Fund
At its discretion, each Participating Company, jointly or severally, may
establish one or more trusts, with such trustees 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 Participating Company's creditors. To the extent any benefits
provided under the Plan are actually paid from any such trust, Participating
Company shall have no further obligation with respect thereto, but to the
extent not so paid, such benefits shall remain the obligation of, and shall be
paid by, Participating Company.
9.4 Nonassignability
Neither a Participant of this Plan 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 amount 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.
9.5 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 Committee and the
Company from all liability with respect to such benefit.
9.6 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.
9.7 Protective Provisions
A Participant shall cooperate with Participating Company by furnishing any
and all information requested by Participating Company, in order to facilitate
the payment of benefits hereunder, and by taking such physical examinations as
Participating Company may deem necessary and taking such other action as may
be requested by Participating Company.
PAGE 10 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS
9.8 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.
9.9 Validity
If any provision of this Plan shall be held illegal or invalid for any
reason, said 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.
9.10 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 the Secretary of Company. Notice, if mailed, shall
be addressed to the principal executive offices of Company. Notice mailed to
the Participant shall be at such address as is given in the records of the
Company. Such notice 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.
9.11 Successors
The provisions of this Plan shall bind and inure to the benefit of
Participating Company and its successors and assigns. The term successors as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise, acquire all or
substantially all of the business and assets of Participating Company, and
successors of any such corporation or other business entity.
9.12 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 Spouse or Dependent 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 recognized, as of the 1st day of January, 1996.
PORTLAND GENERAL CORPORATION
By: /s/ Don F. Kielblock
Its Vice President
Dated: May 7, 1996
PAGE 11 - RETIREMENT PLAN FOR OUTSIDE DIRECTORS