CONFORMED COPY
PACIFICORP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1996 RESTATEMENT
January 1, 1996
(As Amended by Amendment No. 4)
PacifiCorp
an Oregon corporation
700 NE Multnomah
Portland, Oregon 97232 Company
[LETTERHEAD]
TABLE OF CONTENTS
PAGE
INDEX OF TERMS iii
1. PURPOSE; EMPLOYERS; ADMINISTRATION 1
1.1 Purpose 1
1.2 Affiliates; Employers 1
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; Employer Disposition 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 8
3.4 Early Retirement Benefit 8
3.5 Termination Benefit 9
3.6 Time and Manner of Payment 9
3.7 Basic Plan Make-Up 10
4. PRERETIREMENT DEATH BENEFITS 10
4.1 Spouse's Benefit 11
4.2 Dependent Child's Benefit 11
5. DISABILITY 11
5.1 Service Continuation 11
5.2 Benefits 12
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6. CLAIMS PROCEDURE 12
6.1 Original Claim 12
6.2 Denial 12
6.3 Request for Review 12
6.4 Final Decision 12
7. AMENDMENT; TERMINATION 13
7.1 Amendment 13
7.2 Termination 13
8. GENERAL PROVISIONS 14
8.1 Nonassignability 14
8.2 Funding 14
8.3 Trust 14
8.4 Notices 14
8.5 Attorneys' Fees 14
8.6 Indemnity 14
8.7 Applicable Law 15
8.8 Company Obligation 15
8.9 Payment for Individual's Benefit 15
8.10 Not Contract of Employment 16
9. EFFECTIVE DATE 16
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INDEX OF TERMS
Section Page
Accrued Benefit 3.6 9
Actuarial Equivalent 3.3 8
Basic Plan Preamble 1
Benefit Starting Date 3.7 10
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 9
Early Retirement Date 3.1(b) 5
Early Retirement Factor 3.4(c) 9
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
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, 1996
(AS AMENDED BY AMENDMENT NO. 4)
PACIFICORP
AN OREGON CORPORATION
700 NE MULTNOMAH
PORTLAND, OREGON 97232 COMPANY
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.
1.2 AFFILIATES; EMPLOYERS
The plan shall apply to the Company and to Affiliates that adopt
the plan for their employees with the approval of the Company. Affiliate
means 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. The Committee may delegate any part of its powers and
responsibilities to others.
2. PARTICIPATION; SERVICE; FORFEITURE
2.1 ELIGIBILITY; PARTICIPANTS
An individual described in any of the categories in (a) through (f)
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.
(a) An executive officer of PacifiCorp.
(b) An officer of Pacific Telecom, Inc.
(c) An officer of PacifiCorp Financial Services, Inc.
(d) The President of Pacific Generation Company.
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(e) The President and the Chief Operating Officer of
PacifiCorp Power Marketing, Inc.
(f) Any other executive employee of an Employer who is
recommended for participation by the President of the Company and
approved by the Board of the Company.
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 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 any one 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.
(c) When the Employer employing the participant has an
Employer Disposition and the participant does not become employed
by the Company or an Affiliate within 60 days after the Employer
Disposition occurs.
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
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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; EMPLOYER DISPOSITION
(a) A "Change in Control" shall occur if:
(1) 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
(2) 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.
(b) An "Employer Disposition" shall occur if all the equity
ownership of an Employer is disposed of and as a result no part of
such equity ownership is held by the Company or an Affiliate.
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
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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 2.3 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.
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) plus the Performance Benefit (PB) times the Short
Service Factor (SSF) minus the PacifiCorp Primary Insurance Amount (PPIA) and
the Other Plan Offset (OPO) as follows:
Benefit = [([50% x FAP] + PB) x SSF] - 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.
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(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, except as follows. Cash
bonuses paid as an incentive in connection with an
acquisition, disposition, or merger of an entity, business, or
piece of property shall not be counted, except to the extent
designated in writing by the Company.
(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 1 percent of
Final Average Pay (FAP) for each 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. 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 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).
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(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.
(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.
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(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.
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) plus the Performance Benefit (PB) 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) minus the
Other Plan Offset (OPO) as follows:
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Benefit = ([([(50% x FAP) + PB] x PSSF x CR) - PPIA] x ERF) - 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. At age 55
the participant's benefit under this plan in the form of a single life
annuity shall be offset by the amount of the participant's Other Plan Offset
stated in single life annuity form. The remaining benefit shall be adjusted
to the same form of benefit the participant had commenced receiving on the
previous early retirement based on the factors for actuarial equivalency in
effect at the time the adjustment is made and the ages of the participant and
any contingent annuitant at such time. The participant shall not be
permitted to change to a different form of benefit. If a contingent
annuitant dies after the early retirement and before the participant attains
age 55, the adjustment shall be based on the age the contingent annuitant
would have attained but for such death. If a participant starting benefits
before age 55 elects a contingent annuity and dies before age 55, the benefit
of the contingent annuitant shall be reduced by the Other Plan Offset when
the participant would have attained age 55. 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. If the participant is over age
60 at the time the early retirement benefit is determined, the
Projected Short Service Factor shall be the same as the Short
Service Factor. As a result, it shall be based on actual Benefit
Years as of the date the determination is made.
(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. If the participant is
earning Benefit Years at or after age 60, the Career Ratio shall be
1.0.
(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.
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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 Average
Pay (FAP) plus the Performance Benefit (PB) 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) minus the
Other Plan Offset (OPO) as follows:
Benefit = [([(50% x FAP) + PB] x PSSF x CR) - PPIA) x ERF] - 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.
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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 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.
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(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.
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.
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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 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:
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(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.
(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.
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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.
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.
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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:
(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
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 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.
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(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:
- -------------------------------------------------------------------------------
PACIFICORP
By FREDERICK W. BUCKMAN
-------------------------------------
President
Executed: February 23, 1996
AMENDMENT NO. 1 EXECUTED AS FOLLOWS EFFECTIVE AS IF INCLUDED IN THE 1996
RESTATEMENT:
- -------------------------------------------------------------------------------
Company PACIFICORP
By FREDERICK W. BUCKMAN
-------------------------------------
President
Executed: July 9, 1996
17
AMENDMENT NO. 2 EXECUTED AS FOLLOWS EFFECTIVE MAY 21, 1997:
- -------------------------------------------------------------------------------
Adopted: May 21, 1997
Company PACIFICORP
By FREDERICK W. BUCKMAN
-------------------------------------
President
Executed: August 20, 1997
AMENDMENT NO. 3 EXECUTED AS FOLLOWS EFFECTIVE SEPTEMBER 1, 1997:
- -------------------------------------------------------------------------------
Adopted: August 13, 1997
Company PACIFICORP
By FREDERICK W. BUCKMAN
-------------------------------------
President
Executed: October 1, 1997
AMENDMENT NO. 4 EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1997 AS IF INCLUDED IN
THE 1996 RESTATEMENT:
- -------------------------------------------------------------------------------
Company PACIFICORP
By FREDERICK W. BUCKMAN
-------------------------------------
Executed: November 19, 1997
18