PORTLAND GENERAL HOLDINGS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1997 RESTATEMENT
TABLE OF CONTENTS
Page
ARTICLE 1 PURPOSE ..................................................... 1
1.1 Purpose ................................................. 1
1.2 Effective Date .......................................... 1
ARTICLE 2 DEFINITIONS ................................................. 1
2.1 Actuarially Equivalent .................................. 1
2.2 Basic Plan .............................................. 1
2.3 Basic Plan Offset ....................................... 1
2.4 Board ................................................... 2
2.5 Cause ................................................... 2
2.6 Change in Control ....................................... 2
2.7 Committee ............................................... 2
2.8 Company ................................................. 2
2.9 Credited Service ........................................ 3
2.10 Dependent .............................................. 3
2.11 Direct Subsidiary ...................................... 3
2.12 Disability ............................................. 3
2.13 Earnings ............................................... 3
2.14 Employment ............................................. 3
2.15 Final Average Earnings ................................. 3
2.16 Final Earnings ......................................... 4
2.17 Indirect Subsidiary .................................... 4
2.18 Other Retirement Income ................................ 4
2.19 Participant ............................................ 4
2.20 Participating Employer ................................. 4
2.21 Plan ................................................... 4
2.22 Retirement ............................................. 4
2.23 Senior Administrative Officer .......................... 4
2.24 Senior Office .......................................... 5
2.25 Spouse ................................................. 5
i
ARTICLE 3 ELIGIBILITY ................................................. 5
3.1 Eligibility ............................................. 5
3.2 Retirement .............................................. 5
3.3 Forfeitures ............................................. 5
ARTICLE 4 AMOUNT, FORM AND PAYMENT OF SUPPLEMENTAL BENEFIT ............ 6
4.1 Normal Retirement Benefit ............................... 6
4.2 Early Retirement Benefit ................................ 6
4.3 Separation from Service Benefit ......................... 7
4.4 Postponed Retirement Benefit ............................ 7
4.5 Retention of Accrued Benefit ............................ 7
4.6 Reduction of Benefits ................................... 7
4.7 Unreduced Benefit Date .................................. 7
4.8 Commencement of Benefits ................................ 8
4.9 Form of Benefit ......................................... 8
4.10 Benefit Increases for Retirees ......................... 8
ARTICLE 5 PRE-RETIREMENT SURVIVOR BENEFITS ............................ 8
5.1 Survivor Benefit ........................................ 8
5.2 Benefit Payment ......................................... 8
5.3 Dependent Benefit ....................................... 9
5.4 Cessation of Benefit Upon Remarriage .................... 9
ARTICLE 6 DISABILITY BENEFITS ......................................... 9
6.1 Disability Retirement ................................... 9
6.2 Disability Benefit ...................................... 9
6.3 Form and Commencement of Benefits ....................... 9
6.4 Survivor and Dependent Benefits ......................... 9
6.5 Evidence of Continue Disability ......................... 9
ARTICLE 7 ADMINISTRATION .............................................. 10
7.1 Senior Administrative Officer; Duties ................... 10
7.2 Agents .................................................. 10
7.3 Binding Effect of Decisions ............................. 10
7.4 Indemnity of Senior Administrative Officer; Committee ... 10
7.5 Availability of Plan Documents .......................... 10
7.6 Cost of Plan Administration ............................. 10
ii
ARTICLE 8 CLAIMS PROCEDURE ............................................ 10
8.1 Claim ................................................... 10
8.2 Denial of Claim ......................................... 11
8.3 Review of Claim ......................................... 11
8.4 Final Decision .......................................... 11
ARTICLE 9 TERMINATION OR AMENDMENT .................................... 11
9.1 Amendment ............................................... 11
9.2 Termination ............................................. 11
ARTICLE 10 MISCELLANEOUS .............................................. 12
10.1 Unfunded Plan .......................................... 12
10.2 Liability .............................................. 12
10.3 Trust Fund ............................................. 13
10.4 Nonassignability ....................................... 13
10.5 Payment to Guardian .................................... 13
10.6 Not a Contract of Employment ........................... 13
10.7 Protective Provision ................................... 14
10.8 Terms .................................................. 14
10.9 Governing Law .......................................... 14
10.10 Validity .............................................. 14
10.11 Notice ................................................ 14
10.12 Successors ............................................ 14
iii
PORTLAND GENERAL HOLDINGS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1997 RESTATEMENT
ARTICLE 1
PURPOSE
1.1 PURPOSE. The principal objectives of this Supplemental
Executive Retirement Plan are to provide key executives with competitive
retirement benefits, protect against reductions in retirement benefits due
to tax law limitations on qualified plans and to facilitate early
retirement. The Plan is designed to provide a benefit which, when added to
other retirement income of the executive, will meet this objective. This
Plan was originally effective on July 1, 1983, and amended by the 1996
Restatement.
1.2 EFFECTIVE DATE. This 1997 Restatement is adopted to make
amendments to the Plan effective June 25, 1997.
ARTICLE 2
DEFINITIONS
2.1 ACTUARIALLY EQUIVALENT. "Actuarially Equivalent" shall mean
the equivalence in value between two or more forms and/or times of payment
based upon a determination by an actuary chosen by the Senior
Administrative Officer using sound actuarial assumptions at the time of
such determination and applied on a uniform and consistent basis for all
Participants.
2.2 BASIC PLAN. "Basic Plan" shall mean the Participating
Employers' Pension Plan or Plans, as may be amended from time to time, and
any successor defined benefit retirement income plan or plans maintained by
the Participating Employers which qualify under Section 401(a) of the
Internal Revenue Code.
2.3 BASIC PLAN OFFSET. "Basic Plan Offset" shall mean the amount
of benefit that would be paid from the Basic Plan to a Participant,
assuming eligible compensation used to calculate such benefit includes
amounts deferred under any Participating Employer sponsored non-qualified
deferred compensation plan, in the form of a straight life annuity from the
Early, Normal, Disability or Postponed Retirement Date, regardless of the
amount actually paid or the actual method of payment under the Basic Plan.
PAGE 1 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2.4 BOARD. "Board" shall mean the Board of Directors of Portland
General Holdings, Inc.
2.5 CAUSE. "Cause" shall mean:
2.5.1 The final conviction (or, without limitation,
confession, plea bargain, plea of nolo contendere or similar
disposition in a court of law) of a Participant of a felony connected
with or related to or which affects the performance of Participant's
obligations as an employee of a Participating Employer;
2.5.2 Perpetration of fraud against or affecting a
Participating Employer; or
2.5.3 Misfeasance or malfeasance in connection with a
Participant's employment with a Participating Employer.
2.6 CHANGE IN CONTROL. A "Change in Control" shall mean:
(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 Holdings, Inc. ("PGH"),
any trustee or other fiduciary holding securities under an employee
benefit plan of PGH, or any Employer owned, directly or indirectly, by
the stockholders of PGH in substantially the same proportions as their
ownership of stock of PGH), 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 PGH's then outstanding voting securities; or
(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
PGH'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.
(c) Notwithstanding anything to the contrary in the foregoing, no
"Change in Control" shall be deemed to have occurred upon the
consummation of the Amended and Restated Agreement and Plan of Merger
by and among Enron Corp., Portland General Corporation and Enron
Oregon Corp., dated as of July 20, 1996, or amended and restated from
time to time.
2.7 COMMITTEE. "Committee" shall mean the Non-qualified Benefits
Committee of the Board.
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2.8 COMPANY. "Company" shall mean Portland General Holdings, Inc.,
an Oregon corporation.
2.9 CREDITED SERVICE. "Credited Service" shall mean a Participant's
Years of Credited Service or Benefit Service as defined in the Basic Plan.
A Participant may, at the option of the Committee, be credited with
additional Years of Credited Service. Such additional Years of Service may
be for calculation of the benefit under Section 4.1 or Section 4.2 or
calculation of the unreduced Benefit Date under Section 4.7 and may be in
different amounts for each purpose.
2.10 DEPENDENT. "Dependent" shall mean an unmarried child of the
Participant until the age of nineteen (19) (age twenty-six (26) if a full
time student). An unmarried child may 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.
2.11 DIRECT SUBSIDIARY. "Direct Subsidiary" shall mean any
corporation of which a Participating Employer owns at least eighty percent
(80%) of the total combined voting power of all classes of its stock
entitled to vote.
2.12 DISABILITY. "Disability" shall mean the inability of a
Participant to perform with reasonable continuity the material duties of
any gainful occupation for which the Participant is reasonably fitted by
education, training and experience.
2.13 EARNINGS. "Earnings" shall mean total annual base salary, before
any reductions pursuant to voluntary deferrals by the employee under
Participating Employer-sponsored plans; plus any cash annual incentive
compensation awards; plus any cash long-term incentive awards earned prior
to January 1, 1987, but excluding any other long-term incentive awards.
For purposes of determining Earnings for any particular year, Earnings for
the year shall consist of base salary, cash annual incentive compensation
awards, and cash long-term incentive awards earned prior to January 1,
1987, earned during that year.
2.14 EMPLOYMENT. "Employment" shall mean the period or periods during
which an individual is an employee of one or more Participating Employers.
2.15 FINAL AVERAGE EARNINGS. "Final Average Earnings" shall mean a
Participant's highest average of any three consecutive years' Earnings
during the final ten (10) years of Employment. If the Participant has
fewer than three (3) years of Employment, then his Final Average Earnings
shall be determined based on the average of the actual Employment period.
2.16 FINAL EARNINGS. "Final Earnings" shall mean the Participant's
Earnings for the year ending on the date a Change in Control under Section
** occurs.
PAGE 3 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2.17 INDIRECT SUBSIDIARY. "Indirect Subsidiary" shall mean any
corporation of which a Participating Employer 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
Employer, 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.
2.18 OTHER RETIREMENT INCOME. "Other Retirement Income" shall mean
retirement income payable to a Participant as set forth below:
2.18.1 FOR OTHER THAN DISABILITY RETIREMENT: Any periodic
income continuance, severance payments or other defined benefit
retirement payments from a Participating Employer.
2.18.2 FOR DISABILITY RETIREMENT: Income from the
Portland General Holdings, Inc. Long-Term Disability Plan or any other
long-term disability plan sponsored by a Participating Employer.
2.19 PARTICIPANT. "Participant" shall mean an employee of a
Participating Employer, who is also a Senior Officer as defined in Section
2.23 and designated in writing as a Participant by the Senior
Administrative Officer prior to June 25, 1997.
2.20 PARTICIPATING EMPLOYER. "Participating Employer" shall mean
Company or any affiliated or subsidiary company designated by the Board as
a Participating Employer under the Plan, as long as such designation has
become effective and continues to be in effect. The designation as a
Participating Employer shall become effective only upon the acceptance of
such designation and the formal adoption of the Plan by a Participating
Employer. A Participating Employer may revoke its acceptance of
designation as a Participating Employer at any time, but until it makes
such revocation, all of the provisions of this Plan and any amendments
thereto shall apply to the Participants and their Beneficiaries of the
Participating Employer.
2.21 PLAN. "Plan" shall mean the Portland General Holdings, Inc.
Supplemental Executive Retirement Plan, as may be amended from time to
time.
2.22 RETIREMENT. "Retirement" and "Retire" shall mean the termination
of a Participant's Employment with Portland General Holdings, Inc. and any
and all Direct or Indirect Subsidiaries or affiliates of Portland General
Holdings, Inc. on one of the Retirement dates specified in Section 3.2.
2.23 SENIOR ADMINISTRATIVE OFFICER. "Senior Administrative Officer"
shall mean the employee in the management position designated by the
Committee to administer the Plan.
PAGE 4 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2.24 SENIOR OFFICE. "Senior Officer" shall mean the Chief Executive
Officer, the President, Division Presidents, all Senior Vice Presidents,
all Vice Presidents, the Treasurer and the Controller of the Participating
Employer, all as elected or appointed by the board of directors of the
Participating Employer.
2.25 SPOUSE. "Spouse" shall mean an individual who is a spouse as
defined under the Basic Plan.
ARTICLE 3
ELIGIBILITY
3.1 ELIGIBILITY. Eligibility to participate shall be limited to
those employees who have attained the position of Senior Officer and are
designated in writing as a Participant by the Senior Administrative Officer
prior to June 25, 1997, or those employees who have previously been
selected as Participants.
3.2 RETIREMENT. Each Participant is eligible to Retire and receive a
benefit under this Plan beginning on one of the following dates:
3.2.1 NORMAL RETIREMENT DATE, which is the first day of
the month following the month in which the Participant reaches age
sixty-five (65);
3.2.2 EARLY RETIREMENT DATE, which is the first day of
any month following the month in which the Participant reaches age
fifty-five (55) and has completed five (5) years of Employment with
Portland General Holdings, Inc. and any Direct and Indirect
Subsidiaries or affiliates of Portland General Holdings, Inc.;
3.2.3 POSTPONED RETIREMENT DATE, which is the first day
of the month following the Participant's Normal Retirement Date in
which the Participant terminates Employment with Portland General
Holdings, Inc. and any and all Direct and Indirect Subsidiaries or
affiliates of Portland General Holdings, Inc.; or
3.2.4 DISABILITY RETIREMENT DATE, which is the first day
of the month following six (6) months of Disability as certified by
the Senior Administrative Officer.
3.3 FORFEITURES. A Participant who is receiving, or may be entitled
to receive, a benefit shall forfeit any right to receive benefits if one of
the following occurs:
3.3.1 The Participant is discharged for Cause, as
determined by the Committee;
PAGE 5 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
3.3.2 The Participant performs services for an
organization where there is a conflict of interest which is adverse to
the Company's interest, as determined by the Committee; or
3.3.3 The Participant voluntarily terminates employment
without providing for transition in disregard of the Company's best
interests, as determined by the Committee.
ARTICLE 4
AMOUNT, FORM AND PAYMENT OF SUPPLEMENTAL BENEFIT
4.1 NORMAL RETIREMENT BENEFIT. The annual benefit payable at a
Normal Retirement Date under the Plan shall equal:
4.1.1 Three percent (3%) of Final Average Earnings for
each of the first fifteen (15) years of Credited Service, plus one and
one half percent (1 1/2 %) of Final Average Earnings for each of the
next ten (10) years of Credited Service, plus, for service accrued
prior to March 1, 1988, three-quarters of one percent ( 3/4 %) for
each year of Credited Service in excess of twenty-five (25) (Annual
Supplemental Benefit);
4.1.1.1 less any Basic Plan Offset;
4.1.1.2 less any Other Retirement Income.
4.2 EARLY RETIREMENT BENEFIT.
4.2.1 The annual benefit payable at an Early retirement Date
shall equal the Annual Supplemental Benefit based on Credited Service
to the Early Retirement Date, reduced in accordance with Section 4.6
as appropriate;
4.2.1.1 less any Basic Plan Offset;
4.2.1.2 less any Other Retirement Income.
4.2.2 An additional benefit ("Temporary Social Security
Supplement") shall be payable to a Participant who commences benefits
on an Early Retirement Date which is prior to the earliest date the
Participant is eligible for retirement benefits under the Social
Security Act. Such Temporary Social Security Supplement shall not be
payable during any period when the Participant is eligible to collect
Social Security disability benefits. Such Temporary Social Security
Supplement shall equal the Social Security benefit payable at such
earliest date based on calculation procedures in the Basic Plan. Such
amount shall be payable until the earlier of:
PAGE 6 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
4.2.2.1 the earliest date the Participant is
eligible for Social Security retirement benefits; or
4.2.2.2 the Participant's date of death.
4.3 SEPARATION FROM SERVICE BENEFIT. The annual benefit payable at a
date of separation from service other than as a result of Retirement,
Disability, or Termination upon a Change in Control shall equal:
4.3.1 Annual Supplemental Benefit based on Credited Service
and Final Average Earnings as of the Participant's date of separation
from service, reduced in accordance with Section 4.6 as appropriate;
4.3.1.1 less any Basic Plan Offsets;
4.3.1.2 less any Other Retirement Income.
4.3.2 The benefit shall commence on the first day of the
month following such date that would have constituted an Early
Retirement Date had the Participant remained employed.
4.4 POSTPONED RETIREMENT BENEFIT. The annual benefit payable at a
Postponed Retirement Date shall be equal to the benefit determined in
accordance with Section 4.1 based on Credited Service and Final Average
Earnings as of the Participant's Postponed Retirement Date.
4.5 RETENTION OF ACCRUED BENEFIT. In the event a Participant is
transferred to an employer who is not a Participating Employer, the benefit
payable at Retirement Date shall be calculated based on Credit Service and
Final Average Earnings with all Participating Employers and as of the last
date of Employment with a Participating Employer. In the event a
Participant is transferred to a position other than that of Senior Officer,
the benefit payable at Retirement Date shall be calculated based on
Credited Service and Final Average Earnings as a Senior Officer as of the
last day such Senior Officer status was held with all Participating
Employers.
4.6 REDUCTION OF BENEFITS. In the event that a benefit calculated
under Sections 4.2 or 4.3 is to commence prior to the Unreduced Benefit
Date such benefit shall be reduced by seven-twelfths of one percent (7/12%)
for each month by which the date of benefit commencement precedes the
Unreduced Benefit Date.
4.7 UNREDUCED BENEFIT DATE. "Unreduced Benefit Date" shall mean the
earlier of:
4.7.1 The first of the month following the date the
Participant attains age sixty-two (62), or
PAGE 7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
4.7.2 The earliest date when the sum of the Participant's age
and Credited Service would total eighty-five (85) years.
4.8 COMMENCEMENT OF BENEFITS. Benefits payable in accordance with
Sections 4.1, 4.2 and 4.4 shall commence on the first day of the month
following the Participant's Retirement and shall continue to be paid on the
first day of each succeeding month until the first day of the month
following the later of the death of the Participant or the death of the
Participant's Spouse.
4.9 FORM OF BENEFIT. The benefits under this Plan shall be payable
as follows:
4.9.1 If the Participant is unmarried when benefits begin, a
straight life annuity; or
4.9.2 If the Participant is married when benefits begin, an
annuity in the same amount as 4.9.1 for the life of the Participant
and an annuity of fifty percent (50%) of that mount continuing to the
Participant's Spouse for the life of Participant's Spouse, if the
Participant predeceases the Spouse.
4.10 BENEFIT INCREASES FOR RETIREES. Benefits payable to retirees
receiving benefits under this Plan shall be increased in the same manner
and at the same time as benefits are increased for retirees under the Basic
Plan.
ARTICLE 5
PRE-RETIREMENT SURVIVOR BENEFITS
5.1 SURVIVOR BENEFIT. If a Participant should die before actual
Retirement, the Spouse will receive a benefit equal to:
5.1.1 Fifty percent (50%) of the amount of the Participant's
Annual Supplemental Benefit determined in accordance with Section 4.1,
based on the Final Average Earnings at death but assuming Credited
Service continued to accrue until Normal Retirement Date;
5.1.2 Less any benefits to such Spouse actually payable from
the Basic Plan.
5.2 BENEFIT PAYMENT. Spouse benefits will be payable monthly, and
will commence on the first day of the month following the month in which
the Participant dies. The last payment will be on the first day of the
month in which the Spouse dies, or such other date pursuant to the
provisions of Section 5.4. Payments may commence to eligible Dependents
pursuant to Section 5.3.
PAGE 8 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
5.3 DEPENDENT BENEFIT. If no eligible Spouse survives the
Participant, or if the surviving Spouse who was eligible for payment under
this Section dies with eligible Dependents remaining, the benefit
determined in Section 5.1 above shall be payable to any eligible Dependents
in equal shares. Such monthly benefit shall be paid each Dependent until
such person fails to qualify as a Dependent.
5.4 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 (including future benefits to any Dependents). However, in lieu
of any further monthly benefits from this Plan, a Spouse will receive six
(6) months of benefits in a lump sum within forty-five (45) days after the
Senior Administrative Officer is notified of such remarriage.
ARTICLE 6
DISABILITY BENEFITS
6.1 DISABILITY RETIREMENT. In the event a Participant suffers a
Disability after completing two (2) years of Employment, the Participant
shall be entitled to Retire on a Disability Retirement Date.
6.2 DISABILITY BENEFIT. The annual Disability benefit shall be equal
to the benefit determined in accordance with Section 4.1, based on
projected years of Credit Service to Normal Retirement and based on Final
Average Earnings determined as of the last day of Employment with
Participating Employer before commencement of Disability.
6.3 FORM AND COMMENCEMENT OF BENEFITS. Disability benefits will be
payable monthly and will commence on the Participant's Disability
Retirement Date. The last Disability payment will be as of the first day
of the month during which a disabled Participant either recovers, dies or
retires under the Basic Plan. In the case of a disabled Participant,
recovery will be determined by the Senior Administrative Officer. If the
Participant retires under the Basic Plan, retirement benefits shall be
payable pursuant to Sections 4.1, 4.2 or 4.4 of this Plan based on years of
Credited Service at Retirement date and Final Average Earnings assuming no
change in Earnings at his Disability Retirement Date.
6.4 SURVIVOR AND DEPENDENT BENEFITS. In the event a disabled
Participant dies, the Participant's Spouse and Dependents shall be eligible
for Pre-Retirement Survivor Benefits as set out in Article 5.
6.5 EVIDENCE OF CONTINUE DISABILITY. The Senior Administrative
Officer may require, no more frequently than once per calendar year, that a
disabled Participant submit medical evidence of continued Disability
satisfactory to the Senior Administrative Officer. The Disability benefit
may be discontinued based on a consideration of such evidence or lack
thereof.
PAGE 9 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE 7
ADMINISTRATION
7.1 SENIOR ADMINISTRATIVE OFFICER; DUTIES. This Plan shall be
administered by the Senior Administrative Officer appointed by the
Committee. The Senior Administrative Officer may be a Participant under
the Plan. The Senior Administrative Officer shall have the authority to
make, amend, interpret, and enforce all appropriate rules and regulations
for the administration of the Plan and decide or resolve any and all
questions, including interpretations of the 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 this Plan, the Senior
Administrative Officer may, from time to time, employ agents and delegate
to such agents, including employees of any Participating Employer, such
administrative duties as he sees fit, and may from time to time consult
with counsel who may be counsel to any Participating employer.
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, conclusive and binding upon all persons having any interest in the
Plan.
7.4 INDEMNITY OF SENIOR ADMINISTRATIVE OFFICER; COMMITTEE. Each
Participating Employer 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.
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 of this Plan. However, a ratable portion of the expense
shall be charged back to each Participating Employer.
ARTICLE 8
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
PAGE 10 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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:
8.2.1 The reasons for denial, with specific reference to the
Plan provisions on which the denial is based.
8.2.2 A description of any additional material or information
required and an explanation of why it is necessary.
8.2.3 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 Office
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.
ARTICLE 9
TERMINATION OR AMENDMENT
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 of the Plan, 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.
9.2 TERMINATION. The board of directors 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
PAGE 11 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
previously retired, the benefits of any Beneficiary of
a Participant who has previously died, or already accrued Plan liabilities
between Participating employers.
ARTICLE 10
MISCELLANEOUS
10.1 UNFUNDED PLAN. This Plan is intended to be an unfunded plan
maintained primarily to provide deferred compensation benefits for a select
group of "management or highly-compensated employees" within the meaning of
Sections 201, 301, and 401 of the Employee Retirement Income Security Act
of 1974, as amended (ERISA), and therefore to be exempt from the provisions
of Parts 2, 3, and 4 of Title I of ERISA. Accordingly, the Board may
terminate the Plan, subject to Section 9.2 of this Plan, or remove certain
employees as Participants if it is determined by the United States
Department of Labor or a court of competent jurisdiction that the Plan
constitutes an employee pension benefit plan within the meaning of Section
3(2) of ERISA (as currently in effect or hereafter amended) which is not so
exempt.
10.2 LIABILITY.
10.2.1 LIABILITY FOR BENEFITS. Except as otherwise provided
in this section, liability for the payment of a Participant's benefit
pursuant to this Plan shall be borne solely by the Participating
Employer that employs the Participant and reports the Participant as
being on its payroll 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 Employer's own employees. Provided,
however, that each Participating Employer, by accepting the Board's
designation as a Participating Employer 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 is
employed and on the payroll of a Participating Employer that is a
Direct Subsidiary or Indirect Subsidiary of the Participating Employer
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 as accrued at the time of
such revocation. Nothing in this section shall be interpreted as
prohibiting any Participating Employer or any other person from
expressly agreeing to assumption of liability for a Plan Participant's
payment of any benefits under the Plan.
10.2.2 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 Participating Employer, 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 Employer. Except as provided in
Section 10.3, such policies, annuity contracts or other assets of
Participating Employer shall not be held under any trust for the
benefit of Participants,
PAGE 12 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
their Beneficiaries, heirs, successors or
assigns, or held in any way as collateral security for the fulfilling
of the obligations of Participating Employer under this Plan. Any and
all of Participating Employer's assets and policies shall be, and
remain, the general, unpledged, unrestricted assets of Participating
Employer. Participating Employer'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 Employer,
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 Employer's
creditors. To the extent any benefits provided under the Plan are actually
paid from any such trust, Participating Employer 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 a
Participating Employer.
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 amount payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any
debts, judgements, 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 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 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 Employer and the Company from all liability with respect
to such benefit.
10.6 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
Plan shall not be deemed to constitute a contract of employment between
Participating Employer and the Participant, and the Participant (or the
Participant's Beneficiary) shall have no rights against Participating
Employer 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 in the service of Participating Employer or to
interfere with the right of Participating Employer to discipline or
discharge a Participant at any time.
PAGE 13 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
10.7 PROTECTIVE PROVISION. A Participant shall cooperate with
Participating Employer by furnishing any and all information requested by
Participating Employer, in order to facilitate the payment of benefits
hereunder, and by taking such physical examinations as Participating
Employer may deem necessary and taking such other action as may be
requested by Participating Employer.
10.8 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.
10.9 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.
10.10 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.
10.11 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 the Participating
Employer. Notice mailed to the Participant shall be at such address as is
given in the records of the Participating Employer. 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.
10.12 SUCCESSORS. The provisions of this Plan shall bind and inure to
the benefit of Participating Employer 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 Employer, and successors of any such corporation or other
business entity.
IN WITNESS WHEREOF, and pursuant to the resolution of the board, the
Company has caused this instrument to be executed by its officers thereunto
duly authorized this 19th day of November, 1997.
PORTLAND GENERAL HOLDINGS, INC.
By: /s/ Don F. Kielblock
Its: Vice President
PAGE 14 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN