EXHIBIT (10)i
PACIFICORP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1988 RESTATEMENT
January 1, 1988
(As Amended Through Amendment No. 5)
PacifiCorp
an Oregon corporation
700 NE Multnomah
Portland, Oregon 97232 Company
i
TABLE OF CONTENTS
_________________
Page
____
Index of Terms (iii)
1. Purpose; Employers; Administration
__________________________________
1.1 Purpose 1
1.2 Employers 1
1.3 Administration 2
2. Participation; Service; Forfeiture
__________________________________
2.1 Designation; Participants 2
2.2 Service 2
2.3 Misconduct Forfeiture 2
2.4 Change in Control 3
2.5 Removal from Active Participation 3
3. Participants' Retirement Benefits
_________________________________
3.1 Entitlement; Retirement Dates 4
3.2 Normal Retirement Benefit 4
3.3 Actuarial Equivalents 7
3.4 Early Retirement Benefit 7
3.5 Deferred Retirement Benefit 8
3.6 Termination Benefit 8
3.7 Time and Manner of Payment 8
3.8 Basic Plan Make-Up 9
4. Preretirement Death Benefits
____________________________
4.1 Spouse's Benefit 10
4.2 Dependent Child's Benefit 10
5. Disability
__________
5.1 Service Continuation 10
5.2 Benefits 11
6. Claims Procedure
________________
6.1 Original Claim 11
6.2 Denial 11
6.3 Request for Review 11
6.4 Final Decision 11
ii
7. Amendment; Termination
______________________
7.1 Amendment 12
7.2 Termination 12
8. General Provisions
__________________
8.1 Nonassignability 13
8.2 Funding 13
8.3 Trust 13
8.4 Notices 13
8.5 Attorneys' Fees 13
8.6 Indemnity 14
8.7 Applicable Law 14
8.8 Company Obligation 14
8.9 Payment for Individual's Benefit 14
8.10 Not Contract of Employment 15
9. Effective Date 15
______________
APPENDIX A 17
iii
INDEX OF TERMS
______________
Section Page
_______ ____
Accrued Benefit 3.6 8
Actuarial Equivalent 3.3 7
Basic Plan Preamble 1
Benefit Starting Date 3.7 8
Benefit Year 2.2 2
Board 1.3 2
Career Ratio 3.4(b) 7
Chief Executive Officer 2.1 2
Committee 1.3 2
Earliest Normal Retirement Date 3.5 8
Early Retirement Date 3.1(b) 4
Early Retirement Factor 3.4(c) 7, 8, 9
Final Average Pay 3.2(a) 4
Normal Retirement Benefit 3.2 4
Normal Retirement Date 3.1(a) 4
Participant 2.1 2
Primary Social Security Benefit 3.2(c) 5
Prior Affiliate Plans Preamble 1
Prior PacifiCorp Plan Preamble 1
Prior Plans Preamble 1
Projected Short Service Factor 3.4(a) 7
Qualified Plan Offset 3.2(d) 6
Short Service Factor 3.2(b) 5
Years of Service 2.2 2
PACIFICORP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1988 RESTATEMENT
January 1, 1988
(As Amended Through Amendment No. 5)
PacifiCorp
an Oregon corporation
700 NE Multnomah
Portland, Oregon 97232 Company
The Company maintains a Supplemental Retirement Plan (the Prior
PacifiCorp Plan) providing retirement benefits for its executive employees.
Several affiliates of the Company also maintain supplemental retirement plans
for their executive employees (the Prior Affiliate Plans). The benefits
provided by the Prior PacifiCorp Plan and the Prior Affiliate Plans
(collectively, the Prior Plans) are in addition to those provided by the tax
qualified defined benefit plans maintained by the Company and its affiliates
(the Basic Plans).
In order to limit eligibility for participation, expand the definition
of compensation, change the benefit formula, provide for vesting, and expand
death benefits, the Company adopts this plan as a complete restatement of the
Prior PacifiCorp Plan. The Prior Affiliate Plans will be consolidated into this
plan through affiliate adoptions.
1. Purpose; Employers; Administration
__________________________________
1.1 Purpose
_______
The purpose of this plan is to provide eligible employees of the
Company and its affiliates with additional retirement benefits that will help to
attract and retain individuals of very high quality.
1.2 Employers
_________
The plan shall apply to the Company and to corporations or other
entities affiliated with the Company that adopt the plan for their employees
with the approval of the Company. An entity shall be affiliated with the
Company for this purpose if it is a member, with the Company, of a controlled
group or group of trades or businesses under common control under sections
414(b) or (c) of the Internal Revenue
2
Code. The term "Employer" refers to the Company and such an adopting affiliate.
Adoption of the plan by an affiliate shall be by a statement in writing that is
signed by the affiliate and by the Company. The statement shall include the
effective date of adoption and any special provisions that are to be applicable
to employees of the adopting affiliate.
1.3 Administration
______________
This plan shall be administered by the Personnel Committee (the
Committee) of the Company's Board of Directors (the Board). The Committee shall
interpret the plan and make determinations about benefits. Any decision by the
Committee within its authority shall be final and binding on all parties. The
Committee shall consider recommendations from the President of the Company where
provided for in this plan and otherwise in its discretion.
2. Participation; Service; Forfeiture
__________________________________
2.1 Designation; Participants
_________________________
An executive officer of Employer shall accrue benefits under this
Restatement upon being designated for participation in writing by the President
or chief executive officer of Employer and approved in writing by the President
of the Company and the Committee. An individual who has benefits accrued under
a Prior Plan and is not so designated shall participate in the plan for the
purpose of receiving Prior Plan benefits. An executive officer or other
individual who has an accrued benefit under the plan shall be referred to as a
participant.
2.2 Service
_______
A participant's Years of Service and Benefit Years for purposes of
this plan shall be determined under the rules for such service under the Basic
Plan covering the participant, except as follows. Any limitation of the Basic
Plan on the length of service counted for periods in which no services are
performed shall be disregarded.
2.3 Misconduct Forfeiture
_____________________
Subject to 2.4, the Committee may forfeit the benefit for any
participant, or the participant's spouse, beneficiary or contingent annuitant,
if:
(a) The participant is discharged for any act that is
materially inimical to the best interests of the Company and
that
3
constitutes, on the part of the participant, common law
fraud, felony, or other gross malfeasance of duty; or
(b) After retirement, the participant performs
services for an organization where there is a major conflict
of interest that is materially adverse to the Company as a
whole or any of its principal subsidiaries.
2.4 Change in Control
_________________
After a Change in Control no misconduct forfeiture shall occur with
respect to benefits for participants who were designated for participation prior
to such Change in Control. A "Change in Control" shall occur if:
(a) Any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the Act)) becomes the "beneficial
owner" (as defined in Rule 13-d under the Act) of more than
20 percent of the then outstanding voting stock of the
Company, otherwise than through a transaction arranged by,
or consummated with the prior approval of, the Board; or
(b) During any period of two consecutive years,
individuals who at the beginning of such period constitute
the Board (and any new director whose election by the Board
or whose nomination for election by the stockholders of the
Company was approved by a vote of at least 2/3 of the
directors then still in office who either were directors at
the beginning of such period or whose election or nomination
for election was previously so approved) cease for any
reason to constitute a majority thereof.
2.5 Removal from Active Participation
_________________________________
An individual who previously has been designated under 2.1 may be
removed from active participation at any time by the Committee. Removal from
active participation shall be effective as of a date fixed by the Committee,
but no sooner than the date of notice to the participant of such removal. Upon
removal the participant shall have an Accrued Benefit determined under 3.6 on
the basis of the participant's
4
Final Average Pay, Projected Short Service Factor, Primary Social Security
Benefit, Career Ratio, and Qualified Plan Offset, all calculated as of the
effective date of removal. If the participant qualifies for a retirement
benefit under 3.1, the Accrued Benefit shall be paid as either a normal
retirement benefit or an early retirement benefit depending on whether the
participant terminates employment before normal retirement date. If an early
retirement benefit is paid, the Early Retirement Factor shall be based on the
months by which commencement of benefit precedes normal retirement date.
3. Participants' Retirement Benefits
_________________________________
3.1 Entitlement; Retirement Dates
_____________________________
A participant shall be entitled to retirement benefits under this plan
on becoming eligible for benefits under a Basic Plan because of termination of
employment after vesting under 3.6 or one of the following retirement dates:
(a) Normal retirement - the earlier of age 65 or age
62 and 30 Years of Service.
(b) Early retirement - age 55 and 5 Years of Service.
3.2 Normal Retirement Benefit
_________________________
A participant's normal retirement benefit under this plan shall be a
single life annuity for the life of the participant equal to 65 percent of Final
Average Pay (FAP) times the Short Service Factor (SSF) minus the Primary Social
Security Benefit (PSSB) and the Qualified Plan Offset (QPO) as follows:
Benefit = (65% x FAP x SSF) - PSSB - QPO
The benefit shall be no less than the participant's accrued benefit under the
Prior Plan as of December 31, 1987. The terms used in this formula are defined
as follows:
(a) Final Average Pay (FAP) means the amount
determined for the participant under the Basic Plan, with
the following adjustments:
(1) The limit on annual compensation counted for
any participant to $200,000 per year through 1993 and
to $150,000 per year
5
thereafter (both subject to cost of living adjustments)
shall not apply.
(2) No reduction shall be made for deferrals
elected by the participant under a nonqualified
deferred compensation plan maintained by the Company or
an affiliate.
(3) No benefit payments under a nonqualified
deferred compensation plan shall be counted.
(4) No part of long-term incentive, stock bonus
or stock option compensation shall be counted.
(5) All cash bonuses that are not part of a long-
term incentive plan or arrangement shall be counted,
without the 10 percent limit of the Basic Plan.
(6) A bonus earned in one calendar year and paid
in the following calendar year, including any bonus
paid in the year following employment termination,
shall be divided evenly among the participant's
completed calendar months of employment with Employer
during the year the bonus was earned and counted as
compensation in those months.
(b) Short Service Factor (SSF) means a percentage, not
to exceed 100 percent, determined by dividing the
participant's Benefit Years by 15.
(c) Primary Social Security Benefit (PSSB) means the
primary insurance amount for the participant on retirement
at or after age 65 under the federal Social Security Act
determined as follows:
(1) The amount shall be estimated from the
regular pay rate under rules established by the
Committee assuming a standard pay progression over a
full working career.
6
(2) The amount shall not be changed by amendments
to the Act or cost of living index adjustments after
the participant's actual termination date or attainment
of Social Security retirement age, whichever is first.
(3) If a participant retires early, the Primary
Social Security Benefit shall be the amount that would
be received at age 65 assuming no further earnings and
no change in the Act.
(d) Qualified Plan Offset (QPO) means the sum of the
straight life actuarial equivalents of (1) through (4)
below, as interpreted under (5) below:
(1) Retirement benefits payable under the Basic
Plan and under the Utah Power & Light Company Deferred
Compensation Plan.
(2) Retirement benefits payable under a defined
benefit plan or individual retirement benefit
agreement, whether or not tax-qualified, on account of
service before employment with Employer.
(3) Benefits paid or payable under a defined
contribution plan on account of service before
employment with Employer if the earlier employer
maintained no defined benefit plan covering the
participant during the period of such service and the
aggregate employer contributions to the defined
contribution plan were 3 percent or more of the
participant's compensation, as defined for determining
Final Average Pay under this plan, with the earlier
employer.
(4) Any amount added to an account of the
participant under a nonqualified deferred compensation
plan maintained by Employer to compensate for reduction
in the Basic
7
Plan benefit on account of compensation deferrals.
(5) For purposes of determining whether employer
contributions to a defined contribution plan are 3
percent or more of compensation, and for measuring the
amount of offset, elective contributions under a 401(k)
plan and contributions individually elected by a self-
employed person shall be disregarded.
3.3 Actuarial Equivalents
_____________________
Actuarial equivalents shall be determined on the basis of the
actuarial equivalency factors used by the Basic Plan.
3.4 Early Retirement Benefit
________________________
A participant's early retirement benefit shall be a single life
annuity for the life of the participant equal to 65 percent of Final Average Pay
(FAP) times the Projected Short Service Factor (PSSF) times the Career Ratio
(CR) minus the Primary Social Security Benefit (PSSB) times the Early Retirement
Factor (ERF) minus the Qualified Plan Offset (QPO) as follows:
Benefit = ([(65% x FAP x PSSF x CR)-PSSB] x ERF) - QPO
The terms Final Average Pay (FAP), Primary Social Security Benefit (PSSB) and
Qualified Plan Offset (QPO) are defined in 3.2. The definitions of the
remaining terms are as follows:
(a) Projected Short Service Factor (PSSF) means the
Short Service Factor the participant would have had at
normal retirement date if Years of Service had continued to
that date.
(b) Career Ratio (CR) means the participant's actual
Benefit Years, up to a maximum of 30, divided by the
participant's projected Benefit Years at normal retirement
date, up to a maximum of 30, assuming continuous full-time
service to that date.
(c) Early Retirement Factor (ERF) means a percentage
equal to 100 percent
8
minus .25 percent for each month by which the commencement
of benefits precedes the participant's normal retirement
date.
3.5 Deferred Retirement Benefit
___________________________
A participant's benefit commencing after the earliest date on which
the participant could have terminated employment and received a normal
retirement benefit (the Earliest Normal Retirement Date) shall be the benefit
provided in 3.2, increased as follows:
(a) The normal retirement benefit calculated under 3.2
shall be increased by one-third of one percent for each
month by which the participant's Earliest Normal Retirement
Date precedes the participant's actual benefit commencement
date.
(b) No increase under (a) shall be made for a month
beginning after the participant's 65th birthday.
3.6 Termination Benefit
___________________
A participant who terminates employment before retirement date shall
receive the Accrued Benefit if the participant is vested as provided below. The
Accrued Benefit is a single life annuity for the life of the participant equal
to 65 percent of Final Average Pay (FAP) times the Projected Short Service
Factor (PSSF) minus the Primary Social Security Benefit (PSSB) times the Career
Ratio (CR) times the Early Retirement Factor (ERF) minus the Qualified Plan
Offset (QPO) as follows:
Benefit = ([(65% x FAP x PSSF)-PSSB] x CR x ERF) - QPO
The terms used in this formula are defined in 3.2 and 3.4. A participant is
vested if the participant has five or more Years of Service and terminates,
either voluntarily or involuntarily, from all employment with the Company or its
affiliates within twenty-four months after a Change in Control.
3.7 Time and Manner of Payment
__________________________
Retirement benefits shall commence as of the first day of the month
beginning after a termination of employment that constitutes a retirement under
3.1 or a vested termination under 3.6, which shall be the participant's Benefit
Starting Date. Payment shall be made monthly in one of the forms listed below
on the payment schedule maintained for that form by the Basic Plan covering the
participant. If the participant is covered by more than one Basic Plan, the
payment schedule for the plan with the largest benefit shall apply. The amount
paid
9
in the forms provided in (b), (c) or (d) shall be the actuarial equivalent, as
determined under 3.3, of the amount paid in the form provided in (a). However,
the percentage reduction from the benefit in the form provided in (a) shall be
no greater than the percentage reduction that would have applied at the
participant's Earliest Normal Retirement Date. The form shall be irrevocably
elected by the participant on a form provided by the Committee prior to receipt
of the first payment, subject to the following. An election by a married
participant of a form provided in (a) or (d) shall not be effective unless the
spouse consents in the manner provided under the Basic Plan for elections not to
receive a joint and survivor annuity.
(a) A single life annuity for the life of the
participant.
(b) A life annuity with payments continuing after the
participant's death at 50 percent to a contingent annuitant
for life.
(c) A life annuity with payments continuing after the
participant's death at 100 percent to a contingent annuitant
for life.
(d) A life annuity with payments continuing to a
designated beneficiary for the remainder of the first 120
months if the participant dies before then.
3.8 Basic Plan Make-Up
__________________
If a participant in this plan has a reduced benefit under the Basic
Plan as a result of having elected deferral of pay under a nonqualified deferred
compensation plan of Employer for a year in which the participant is removed
from participation under 2.5 and such reduction is not otherwise made up by this
plan, the amount of such reduction shall be paid as an additional benefit under
this plan. The additional benefit provided by this 3.8 shall be paid at the
same time and in the same form as it would have been under the Basic Plan if
there had been no reduction.
4. Preretirement Death Benefits
____________________________
If a participant with a spouse or dependent children dies before the
Benefit Starting Date while employed with the Company or an affiliate, whether
or not an adopting Employer, a death benefit shall be paid as provided below.
The death benefit shall be a percentage of the participant's Accrued Benefit as
of the date of death, based on an Early Retirement Factor of 100 percent.
10
4.1 Spouse's Benefit
________________
A surviving spouse shall be paid a benefit as follows:
(a) The amount shall be 50 percent of the
participant's Accrued Benefit.
(b) The form shall be a single life annuity for the
life of the spouse starting with the month following the
date of death.
4.2 Dependent Child's Benefit
_________________________
If the participant is unmarried with one or more dependent children,
the benefit shall be paid to such children. A dependent child is one who is age
19 to 22 and enrolled in a full-time program of education at a secondary school
or at a college, university or other post-secondary school or who is age 18 or
younger. The dependent child's benefit shall be paid as follows:
(a) The amount payable to a sole dependent child shall
be 25 percent of the participant's Accrued Benefit.
(b) The amount payable to two or more dependent
children shall be 40 percent of the participant's Accrued
Benefit, divided equally among such children.
(c) The dependent child's benefit shall be paid
monthly starting with the month following the date of death
and ending with the month the individual ceases to be a
dependent child. If one of two dependent children receiving
a share of the amount under (b) ceases to be a dependent
child, the remaining dependent child then shall receive the
amount under (a).
5. Disability
__________
5.1 Service Continuation
____________________
A disabled participant shall continue to accrue benefit service under
this plan so long as Benefit Hours are accrued for the participant under the
Basic Plan.
11
5.2 Benefits
________
A disabled participant continuing to accrue service shall be treated
like any other employee until disability ends or retirement or death occurs. In
the event of death or retirement after disability, retirement or spouse's death
benefits under this plan shall be determined in the same manner as for any
participant.
6. Claims Procedure
________________
6.1 Original Claim
______________
Any person whose benefit under this plan is not promptly paid may
present a written claim for the benefit to the Committee. The Committee shall
respond to the claim in writing as soon as practicable.
6.2 Denial
______
If the claim 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.
6.3 Request for Review
__________________
Any person whose claim is denied or who has not received a response
within 30 days may request review of the claim by the trustee for the plan
appointed under 8.3 by notice given in writing to the trustee. The claim or
request shall be reviewed by the trustee which may, but shall not be required
to, have the claimant and a representative of the Committee appear before it.
On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.
6.4 Final Decision
______________
The trustee's decision on review shall normally be made within 60
days. If an extension is required for a hearing or other special circumstances
the claimant shall be so
12
notified and the time limit shall be 120 days. The trustee's 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.
7. Amendment; Termination
______________________
7.1 Amendment
_________
The Company may amend this plan at any time so long as the rights
preserved on termination under 7.2 are not reduced. No amendment may accelerate
the time of payment of benefits to persons participating in the plan at the time
of the amendment.
7.2 Termination
___________
The Board of Directors of the Company may terminate the plan at any
time as follows:
(a) Termination shall be by notice to the Committee,
which shall notify participants of the termination. The
termination date shall not be earlier than the first day of
the month in which notice is given.
(b) After the effective date of termination no further
executive officers shall be selected for participation and
no further benefits shall accrue for existing participants.
(c) The Accrued Benefit of each existing participant
shall be paid under the terms of the plan as in effect
before termination. The Accrued Benefit shall be calculated
as follows:
(1) Final Average Pay and Years of Service shall
be determined as though the effective date of plan
termination were a termination of employment.
(2) The Primary Social Security Benefit shall be
estimated on the basis of the pay level and the Social
Security Act as in existence at the time of plan
termination.
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(3) The Qualified Plan Offset shall be based on
the benefits accrued under the Basic Plan and other
qualified plans at the time of plan termination.
8. General Provisions
__________________
8.1 Nonassignability
________________
The rights of a participant under this plan are personal. No interest
of a participant or any beneficiary or representative of a participant may be
directly or indirectly transferred, encumbered, seized by legal process or in
any other way subjected to the claims of any creditor.
8.2 Funding
_______
The rights of the participants and beneficiaries under this plan shall
be an unfunded, unsecured promise of the Company to make future payments.
8.3 Trust
_____
The Company shall establish a trust with a financial institution for
payment of benefits under the plan, which shall be a grantor trust for tax
purposes. The trust shall provide that any assets contributed to the Trustee
shall be used exclusively for payment of benefits under this plan except in the
event the Company becomes insolvent, in which case the trust fund shall be held
for payment of the Company's obligations to its general creditors.
8.4 Notices
_______
A notice under this plan shall be in writing and shall be effective
when actually delivered or, if mailed, when deposited postpaid as first class
mail. Mail shall be directed to the Company at the address stated in this plan,
to the participant at the address shown on the Company's employment records, or
to such other address as a party shall specify by notice to the other parties or
as the Committee may determine to be appropriate. Notices to the Committee
shall be sent to the Company's address.
8.5 Attorneys' Fees
_______________
If suit or action is instituted to enforce any rights under this plan,
the prevailing party may recover from the other party reasonable attorneys' fees
at trial and on any appeal.
14
8.6 Indemnity
_________
The Company shall indemnify and defend any member of the Committee or
any officer, director or employee of an Employer from any claim or liability
that arises from any action or inaction in connection with the plan subject to
the following rules:
(a) Coverage shall be limited to actions taken in good
faith that the fiduciary reasonably believed were not
opposed to the best interests of the plan;
(b) Negligence by the fiduciary shall be covered to
the fullest extent permitted by law; and
(c) Coverage shall be reduced to the extent of any
insurance coverage.
8.7 Applicable Law
______________
This plan shall be construed according to the laws of Oregon except as
preempted by federal law.
8.8 Company Obligation
__________________
Benefits payable under this plan shall be an obligation of the
Company, which may charge the cost back to the Employer of the participant. If
an Employer merges, consolidates, or otherwise reorganizes or if its business or
assets are acquired by another entity and it remains an affiliate of the
Company, this plan shall continue with respect to those eligible individuals who
continue as employees of the successor company. The transition of Employers
shall not be considered a termination of employment for purposes of this plan.
If an Employer ceases to be an affiliate of the Company, a participant employed
by that Employer shall cease accruing Years of Service and changes in Final
Average Pay. The participant shall receive benefits under this plan on a later
termination of employment with Employer if the participant had reached a
retirement date or become vested before the affiliation ceased.
8.9 Payment for Individual's Benefit
________________________________
Payment for a person entitled to benefits shall be made to one of the
following if the recipient is court-appointed or the payment is ordered by a
court:
15
(a) To a parent or spouse or a child of legal age;
(b) To a legal guardian; or
(c) To one furnishing maintenance, support, or
hospitalization.
8.10 Not Contract of Employment
__________________________
Nothing in this plan shall give any employee the right to continue
employment. The plan shall not prevent discharge of any employee at any time
for any reason.
9. Effective Date
______________
This Restatement shall be effective January 1, 1988.
RESTATEMENT EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1988.
Adopted: October 14, 1987.
PACIFICORP
By A. M. GLEASON
__________________________
President
Executed: June 24, 1988
AMENDMENT NO. 1 EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1988.
PACIFICORP
By A. M. GLEASON
__________________________
President
Executed: August 31, 1988
16
AMENDMENT NO. 2 EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1988
PACIFICORP
By A. M. GLEASON
__________________________
President
Executed: September 23, 1988
AMENDMENT NO. 3 EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1988
PACIFICORP
By A. M. GLEASON
__________________________
President
Executed: March 14, 1989
AMENDMENT NO. 4 EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1992
PACIFICORP
By A. M. GLEASON
__________________________
President
Executed: August 14, 1992
AMENDMENT NO. 5 EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1994
PACIFICORP
By MICHAEL J. PITTMAN
__________________________
Executed: January 25, 1994
17
APPENDIX A
TO
PACIFICORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1988 RESTATEMENT
ENHANCED EARLY RETIREMENT PROGRAM
FOR NERCO, INC. EMPLOYEES
Enhanced early retirement benefits shall be paid under this Appendix
to the PacifiCorp Supplemental Executive Retirement Plan (THE PLAN) to eligible
Plan participants who qualify for enhanced benefits under the Enhanced Early
Retirement Program provided in Appendix A to the NERCO Retirement Plan (THE
PROGRAM) as provided below. Terms used in this Appendix and not defined in it
shall have the same meaning as the Plan document.
1. ELIGIBILITY
___________
Benefits under this Appendix shall be provided to Plan participants
who elect to participate and receive benefits under the Program.
2. BENEFIT ENHANCEMENT
___________________
A participant eligible under Section 1 shall receive enhanced early
retirement benefits under the Plan as follows:
2.1 FIVE ADDITIONAL BENEFIT YEARS. The participant's
_____________________________
early retirement benefit shall be calculated with a Career Ratio based on the
sum of actual Benefit Years plus five additional Benefit Years, up to a maximum
of 30. This sum shall be divided by projected Benefit Years, up to a maximum of
30, determined in the manner provided in Plan Section 3.4(b) with no additional
Benefit Years.
2.2 NO EARLY RETIREMENT REDUCTION. The participant's
_____________________________
early retirement benefit shall be calculated with an Early Retirement Factor of
100 percent.
2.3 SOCIAL SECURITY BRIDGE. The participant's benefit
______________________
before reduction by the Qualified Plan Offset shall be increased by $1,000 per
month. The Social Security Bridge benefit paid a participant by the Basic Plan
pursuant to the Program shall be included in the Qualified Plan Offset in
calculating the participant's benefit under the Plan. The additional monthly
benefit, if any, shall commence along with the regular retirement benefit and
shall be paid on the same
18
monthly schedule. The additional benefit shall terminate with the month prior
to the first month for which the participant is eligible to receive a Social
Security retirement benefit, or the month of the participant's death if earlier.
3. DEATH OF PARTICIPANT
____________________
The surviving spouse or qualifying dependent of an eligible individual
who has elected to participate in the Program and who dies while employed by
Employer or an affiliate shall have a preretirement death benefit under the Plan
calculated without regard to the enhancements provided by the Program.
Company: PACIFICORP
By: A.M. GLEASON
__________________________________
Executed: May 25, 1993