PORTLAND GENERAL CORPORATION
OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN
1996 RESTATEMENT
AMENDMENT NO. 1
This Amendment No. 1 to the Portland General Corporation Outside
Directors' Life Insurance Benefit Plan, as restated effective January 1, 1996
(the "Plan") is effective as of September 10, 1996 and has been executed as of
the 22nd day of October, 1996 on behalf of Portland General Corporation
(the "Company").
WHEREAS, pursuant to Section 10.1 of the Plan, the Human Resources
Committee of the Company's Board of Directors (the "Committee") has the
authority to amend the Plan; and
WHEREAS, the Committee has determined that the proposed merger with Enron
Corporation should not trigger a change in control under Section 2.4 of the
Plan; and
WHEREAS, the Committee wishes to reward those Participants who remain with
the Company following the proposed merger with Enron Corporation;
NOW, THEREFORE, the Plan is hereby amended as follows:
FIRST: Section 2.4 is amended in its entirety to read as follows:
2.4 Change in Control
"Change in Control" shall mean an occurrence in which:
(a) Any "person," as such term is used in Section 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 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 or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof.
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PORTLAND GENERAL CORPORATION
OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN
1996 RESTATEMENT
AMENDMENT NO. 1
(c) The stockholders of PGC or PGE approve a merger or consolidation
of PGC or PGE with any other corporation other than (i) the Merger Plan,
(ii) 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 (iii) 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.
SECOND: A new Section 2.11 shall be added to read as follows, with the
former Section 2.11 becoming Section 2.12 and subsequent sections being
renumbered accordingly:
2.11 Merger Plan
"Merger Plan" shall mean the Agreement and Plan of 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.
THIRD: New subsections (c) and (d) shall be added to the end of Section
8.2 to read as follows:
(c) In the event of termination of service on the Board, or the Board
of the successor corporation established pursuant to the Merger Plan, or
any advisory committee to the Board or officers of a corporation
qualifying as both a Direct Subsidiary of Company and Participating
Company of the Plan, occurring at least one (1) year from the consummation
date of the Merger Plan, the Participant shall be deemed to have retired
for purposes of this Plan and shall be eligible to make the election
specified in Section 8.4.
(d) In the event of involuntary termination of service on the Board,
or the Board of the successor corporation established pursuant to the
Merger Plan, or any advisory committee to
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PORTLAND GENERAL CORPORATION
OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN
1996 RESTATEMENT
AMENDMENT NO. 1
the Board or officers of a
corporation qualifying as both a Direct Subsidiary of Company and
Participating Company of the Plan, without Cause, occurring during the one
(1) year period beginning with the date the stockholders of PGC or PGE
approve the Merger Plan, the Participant shall be entitled to the Change
in Control benefit specified in Section 8.3.
FOURTH: 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: /s/ Don F. Kielblock
Its Vice President
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