CONFORMED COPY
PACIFICORP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1996 RESTATEMENT
January 1, 1996
(As Amended by Amendment No. 1)
PacifiCorp
an Oregon corporation
700 NE Multnomah
Portland, Oregon 97232 Company
TABLE OF CONTENTS
PAGE
INDEX OF TERMS iii
1. PURPOSE; EMPLOYERS; ADMINISTRATION 1
1.1 Purpose 1
1.2 Employers 2
1.3 Administration 2
2. PARTICIPATION; SERVICE; FORFEITURE 2
2.1 Eligibility; Participants 2
2.2 Service 3
2.3 Vesting 3
2.4 Misconduct Forfeiture 3
2.5 Change in Control 4
2.6 Removal from Active Participation 4
3. PARTICIPANTS' RETIREMENT BENEFITS 5
3.1 Entitlement; Retirement Dates 5
3.2 Normal Retirement Benefit 5
3.3 Actuarial Equivalents 9
3.4 Early Retirement Benefit 9
3.5 Termination Benefit 10
3.6 Time and Manner of Payment 10
3.7 Basic Plan Make-Up 11
4. PRERETIREMENT DEATH BENEFITS 11
4.1 Spouse's Benefit 11
4.2 Dependent Child's Benefit 12
5. DISABILITY 12
5.1 Service Continuation 12
5.2 Benefits 12
6. CLAIMS PROCEDURE 13
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6.1 Original Claim 13
6.2 Denial 13
6.3 Request for Review 13
6.4 Final Decision 13
7. AMENDMENT; TERMINATION 14
7.1 Amendment 14
7.2 Termination 14
8. GENERAL PROVISIONS 15
8.1 Nonassignability 15
8.2 Funding 15
8.3 Trust 15
8.4 Notices 15
8.5 Attorneys' Fees 15
8.6 Indemnity 16
8.7 Applicable Law 16
8.8 Company Obligation 16
8.9 Transfer to or from Parallel SERP 16
8.10 Payment for Individual's Benefit 17
8.11 Not Contract of Employment 17
9. EFFECTIVE DATE 17
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INDEX OF TERMS
SECTION PAGE
Accrued Benefit 3.6 10
Actuarial Equivalent 3.3 9
Basic Plan Preamble 1
Benefit Starting Date 3.7 11
Benefit Year 2.2 3
Board 1.3 2
Career Ratio 3.4(b) 9
Change in Control 2.5 4
Chief Executive Officer 2.1 2
Committee 1.3 2
Earliest Normal Retirement Date 3.5 10
Early Retirement Date 3.1(b) 5
Early Retirement Factor 3.4(c) 10
Final Average Pay 3.2(a) 5
Normal Retirement Benefit 3.2 5
Normal Retirement Date 3.1(a) 5
Other Plan Offset 3.2(d) 7, 8
PacifiCorp Primary Insurance Amount 3.2(c) 7
Participant 2.1 2
Performance Benefit 3.2(b) 6
Projected Short Service Factor 3.4(a) 9
Short Service Factor 3.2(b) 6
Year of Participation 2.2 3
Years of Service 2.2 3
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PACIFICORP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1996 RESTATEMENT
JANUARY 1, 1988
(AS AMENDED BY AMENDMENT NO. 1)
The Company adopted this plan effective January 1, 1988 to providing
retirement benefits for its executive employees and those of Company affiliates
that adopt the plan with the approval of the Company. The plan is the successor
to several nonqualified supplemental retirement plans maintained by the Company
and its affiliates. The benefits provided by the plan 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 base eligibility for participation on annual salary rate,
replace a portion of the benefit formula with a Performance Benefit, provide for
earlier vesting and an earlier Early Retirement Date, and eliminate the increase
in benefits commencing after earliest normal retirement date, the Company adopts
this 1996 Restatement.
1. PURPOSE; EMPLOYERS; ADMINISTRATION
1.1 PURPOSE
The purpose of this plan is to provide eligible executive officers of
the Company and its affiliates with additional retirement benefits that will
help to attract and retain individuals of very high quality.
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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 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 ELIGIBILITY; PARTICIPANTS
An executive officer of Employer shall be eligible to accrue
benefits under the plan commencing with the first of any month as of which
the officer's annual base salary rate exceeds $125,000. If an executive
officer receives a lump sum payment in lieu of an increase in annual base
salary rate, the executive officer shall be treated as having received such
increase during the 12-month period to which the lump sum payment applies for
purposes of determining eligibility for the plan. As of July 1 of each year,
commencing with July 1, 1996, the $125,000 shall be increased by the
percentage increase in salary provided by the Company's nonunion employee
merit pool applicable to salary adjustments taking effect in such year. An
individual who has benefits accrued under this plan prior to the 1996
Restatement and does not satisfy the eligibility requirement of this 2.1
shall participate in the plan for the limited purpose of receiving prior
accrued 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(s) covering the participant, except as follows. Any limitation of the
Basic Plan(s) on the length of service counted for
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periods in which no services are performed shall be disregarded. A participant
shall be credited with a Year of Participation under this plan for each calendar
year during which the participant satisfied the eligibility requirement of 2.1
and was not removed from active participation under 2.6. A partial Year of
Participation shall be credited based on the number of completed calendar
months.
2.3 VESTING
A participant's right to receive benefits under this plan shall become
vested upon either of the following:
(a) When the participant has attained age 50 and has completed
five or more Years of Participation.
(b) When the participant has completed five or more Years of
Service and terminates, either voluntarily or involuntarily, from all
employment with the Company and its affiliates within 24 months after
a Change in Control.
2.4 MISCONDUCT FORFEITURE
Unless a Change in Control has occurred, 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 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.
2.5 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
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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.
2.6 REMOVAL FROM ACTIVE PARTICIPATION
An individual who previously has qualified for participation under 2.1
shall be removed from active participation as of the first day of any month at
which the individual ceases to so qualify. Upon removal the participant shall
have an Accrued Benefit determined under 3.5 on the basis of the participant's
Final Average Pay, Projected Short Service Factor, Performance Benefit, and
Career Ratio, calculated as of the effective date of removal, and on the
participant's PacifiCorp Primary Insurance Amount and Other Plan Offset
calculated as of the date of benefit commencement. 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 the benefit precedes age 60.
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 - age 65.
(b) Early retirement - 5 Years of Participation plus either of
the following:
(1) Age 55; or
(2) Age 50 and 15 Years of Service.
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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 50 percent of Final
Average Pay (FAP) times the Short Service Factor (SSF) plus the Performance
Benefit (PB) minus the PacifiCorp Primary Insurance Amount (PPIA) and the Other
Plan Offset (OPO) as follows:
Benefit = [(50% x FAP x SSF) + PB] - PPIA - OPO
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 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) Performance Benefit (PB) means an additional amount for each
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calendar year of participation, commencing with 1996, for which the
Company meets a performance goal set by the Committee for that year
and announced to participants. The additional amount shall be 1
percent of the participant's projected Final Average Pay at Normal
Retirement Date, such projection to be based on increases in pay to
that date under an assumption made by the actuary valuing the
liabilities created by the plan. If the participant is employed by
Employer for less than a full year, including a partial initial or
final year of employment, the 1 percent amount shall be prorated based
on the portion of the year worked. The 1 percent amount shall be
converted to an actuarial equivalent lump sum as of the end of the
year the Performance Benefit is earned, increased each year thereafter
by a percentage equal to the average interest rate of the Moody's Aa
Utility Bond Index, and converted back to an actuarial equivalent life
annuity when payment to the participant commences. Actuarial
equivalency for purposes of this paragraph (b) shall be determined
under the factors provided in the PacifiCorp Retirement Plan,
regardless of whether the participant is covered by that plan or a
different Basic Plan. The total amount of Performance Benefit payable
to a participant shall not exceed 15 percent of the participant's
Final Average Pay, minus the number of percentage points, if any,
provided to the participant by 9.2(c).
(c) Short Service Factor (SSF) means a percentage, not to exceed
100 percent, determined by dividing the participant's Benefit Years by
15.
(d) PacifiCorp Primary Insurance Amount (PPIA) means the portion
earned while working at PacifiCorp of the participant's primary
insurance amount 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.
(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.
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(4) The portion earned at PacifiCorp shall be determined by
multiplying the participant's full primary insurance amount by a
ratio of the participant's Years of Service divided by 35.
(e) Other Plan Offset (OPO) 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,
including any benefits assumed from the Utah Power & Light
Company Deferred Compensation Plan and excess benefits provided
by the Utah Power & Light Company Retirement and Death Benefit
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 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.
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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 50 percent of Final Average Pay
(FAP) times the Projected Short Service Factor (PSSF) times the Career Ratio
(CR) minus the PacifiCorp Primary Insurance Amount (PPIA) times the Early
Retirement Factor (ERF) plus the Performance Benefit (PB) minus the Other Plan
Offset (OPO) as follows:
Benefit = ([(50% x FAP x PSSF x CR) - PPIA] x ERF) + PB - OPO
The terms Final Average Pay (FAP), Performance Benefit (PB), and PacifiCorp
Primary Insurance Amount (PPIA) are defined in 3.2. The term Other Plan Offset
(OPO) shall be as defined in 3.2, except the offset for a participant whose
Benefit Starting Date is earlier than age 55 shall not apply until the first of
the month after age 55. As a result, such a participant shall receive a larger
monthly benefit until attainment of age 55 and then a monthly benefit reduced by
the amount of the Other Plan Offset. 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 age 60 if Benefit
Years 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 age 60 , 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 minus .25 percent for each month by which the commencement
of benefits precedes the end of the month in which the participant
will attain age 60.
3.5 TERMINATION BENEFIT
A participant who terminates employment before early or normal
retirement date and after becoming vested shall receive the participant's
Accrued Benefit as provided below. The Accrued Benefit is a single life annuity
for the life of the participant equal to 50 percent of Final
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Average Pay (FAP) times the Projected Short Service Factor (PSSF) times the
Career Ratio (CR) minus the PacifiCorp Primary Insurance Amount (PPIA) times the
Early Retirement Factor (ERF) plus the Performance Benefit (PB) minus the Other
Plan Offset (OPO) as follows:
Benefit = ([(50% x FAP x PSSF x CR) - PPPIA] x ERF) + PB - OPO
The terms used in this formula are defined in 3.2 and 3.4.
3.6 TIME AND MANNER OF PAYMENT
Retirement benefits under 3.2 or 3.4 shall commence as of the first
day of the month beginning after a termination of employment that constitutes a
retirement under 3.1. Termination benefits under 3.5 shall commence as of the
first day of the month after the participant's early retirement date. The date
of commencement 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 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). 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.
3.7 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
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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.
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,
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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.
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
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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 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 become participants 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, Years of Service, and Years of
Participation shall be determined as though the effective date of
plan termination were a termination of employment.
(2) The PacifiCorp Primary Insurance Amount 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 Other 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.
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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 TRANSFER TO OR FROM PARALLEL SERP
If an individual transfers directly from active participation in a
supplemental executive retirement plan maintained by an affiliate of the Company
that is substantially similar to this plan (a Parallel SERP) to active
participation in this plan, this plan shall provide to such individual all
benefits accrued under the Parallel SERP up to the date of such transfer if the
Parallel SERP includes an offset provisions parallel to the following sentence.
If an individual transfers directly from active participation in this plan to
active participation in a Parallel SERP,
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the benefits payable from this plan shall be offset by the benefits payable by
the Parallel SERP if the Parallel SERP includes a provision for payment of the
benefits accrued under this plan up to the date of transfer parallel to the
preceding sentence. This 8.9 and the parallel provision in a Parallel SERP
shall be administered so that the supplemental retirement benefit of an
individual who accrues benefits under both this plan and the Parallel SERP shall
be paid entirely from the plan in which the individual is last an active
participant and not from the other plan.
8.10 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:
(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.
8.11 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
9.1 This Restatement shall be effective January 1, 1996.
9.2 The following transition rules shall apply at the effective date
provided in 9.1:
(a) The benefit payable to a participant who was covered by the
plan before January 1, 1996, or to the surviving spouse or dependent
children of such a participant, shall be no less than the
participant's Accrued Benefit determined under 3.6 of the plan, as in
effect on December 31, 1995, on the basis of the participant's Final
Average Pay, Projected Short Service Factor, and Career Ratio
calculated as of December 31, 1995 and on a Primary Social Security
Benefit and Qualified Plan Offset equal to the participant's
PacifiCorp Primary Insurance Amount and Other Plan Offset,
respectively, calculated as of the date of benefit commencement. If
the participant had attained age 55 on or before December 31, 1995,
the participant shall have an Earliest Retirement Date upon attaining
age 62 and completing 30 Years of Service. The portion of the normal
retirement benefit of such a participant equal to the Accrued
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Benefit described above shall be increased by one-third of one percent
for each month by which the participant's Earliest Retirement Date
precedes the participant's actual benefit commencement date. No
increase shall be made for a month beginning after the participant's
65th birthday.
(b) An individual becoming a participant in the plan as a result
of the new eligibility standards in 2.1 of this Restatement shall be
credited with Years of Participation for years before 1996 during
which the individual was an executive officer of an Employer and had
an annual base salary rate of over $125,000.
(c) For an individual who was a participant over age 50 on
January 1, 1996 the 50 percent amount in the benefit formulas in 3.2,
3.4 and 3.6 shall be increased by one percent for each year of age at
nearest birthday above age 50 at January 1, 1996.
Adopted: November 8, 1995.
1996 RESTATEMENT EXECUTED AS FOLLOWS EFFECTIVE AS PROVIDED IN
ARTICLE 9:
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PACIFICORP
By FREDERICK W. BUCKMAN
-----------------------
President
Executed: February 23, 1996
AMENDMENT NO. 1 EXECUTED AS FOLLOWS EFFECTIVE AS IF INCLUDED IN THE
1996 RESTATEMENT:
- --------------------------------------------------------------------------------
PACIFICORP
By FREDERICK W. BUCKMAN
----------------------
President
Executed: July 9, 1996
16