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                                   PACIFICORP
                             (AN OREGON CORPORATION)

                                       TO

                            THE CHASE MANHATTAN BANK
                            (A NEW YORK CORPORATION)
                        (FORMERLY KNOWN AS CHEMICAL BANK)

                                               AS TRUSTEE UNDER PACIFICORP'S
                                                  MORTGAGE AND DEED OF TRUST,
                                                  DATED AS OF JANUARY 9, 1989

                                     -----------

                        THIRTEENTH SUPPLEMENTAL INDENTURE
                          DATED AS OF NOVEMBER 1, 1998

             SUPPLEMENTAL TO PACIFICORP'S MORTGAGE AND DEED OF TRUST
                           DATED AS OF JANUARY 9, 1989

                                     -----------

   THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
     THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS

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                        THIRTEENTH SUPPLEMENTAL INDENTURE

     THIS INDENTURE, dated as of the 1st day of November, 1998, made and entered
into by and between PACIFICORP, a corporation of the State of Oregon, whose
address is 700 NE Multnomah, Portland, Oregon 97232 (hereinafter sometimes
called the "Company"), and THE CHASE MANHATTAN BANK (formerly known as Chemical
Bank), a New York corporation whose address is 450 West 33rd Street, New York,
New York 10001 (the "Trustee"), as Trustee under the Mortgage and Deed of Trust,
dated as of January 9, 1989, as heretofore amended and supplemented (hereinafter
called the "Mortgage"), is executed and delivered by PacifiCorp in accordance
with the provisions of the Mortgage, this indenture (hereinafter called the
"Thirteenth Supplemental Indenture") being supplemental thereto.

     WHEREAS, the Mortgage was or is to be recorded in the official records
of the States of Arizona, California, Colorado, Idaho, Montana, New Mexico,
Oregon, Utah, Washington and Wyoming and various counties within such states,
which counties include or will include all counties in which this Thirteenth
Supplemental Indenture is to be recorded; and

     WHEREAS, by the Mortgage the Company covenanted that it would execute
and deliver such supplemental indenture or indentures and such further
instruments and do such further acts as might be necessary or proper to carry
out more effectually the purposes of the Mortgage and to make subject to the
Lien of the Mortgage any property thereafter acquired, made or constructed and
intended to be subject to the Lien thereof; and

     WHEREAS, in addition to the property described in the Mortgage, the Company
has acquired certain other property, rights and interests in property; and

     WHEREAS, the Company has executed, delivered, recorded and filed
Supplemental Indentures as follows:


                              DATED AS OF

              FIRST          MARCH 31, 1989
              SECOND         DECEMBER 29, 1989
              THIRD          MARCH 31, 1991
              FOURTH         DECEMBER 31, 1991
              FIFTH          MARCH 15, 1992
              SIXTH          JULY 31, 1992
              SEVENTH        MARCH 15, 1993
              EIGHTH         NOVEMBER 1, 1993
              NINTH          JUNE 1, 1994
              TENTH          AUGUST 1, 1994
              ELEVENTH       DECEMBER 1, 1995, AND
              TWELFTH        SEPTEMBER 1, 1996


                                      2


and

     WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, bonds entitled and designated First Mortgage and
Collateral Trust Bonds or First Mortgage Bonds, as the case may be, of the
series and in the principal amounts as follows:



                                                                 AGGREGATE PRINCIPAL   AGGREGATE PRINCIPAL
                           SERIES                     DUE DATE     AMOUNT ISSUED       AMOUNT OUTSTANDING
                                                                           
FIRST             -10.45%                              1/9/90            $500,000                     0
SECOND            -MEDIUM-TERM NOTES, SERIES A         VARIOUS        250,000,000          $137,000,000
THIRD             -MEDIUM-TERM NOTES, SERIES B         VARIOUS        200,000,000            84,500,000
FOURTH            -MEDIUM-TERM NOTES, SERIES C         VARIOUS        300,000,000           201,405,315
FIFTH             -MEDIUM-TERM NOTES, SERIES D         VARIOUS        250,000,000           212,500,000
SIXTH             -C-U                                 VARIOUS        250,432,000           169,973,000
SEVENTH           -MEDIUM-TERM NOTES, SERIES E         VARIOUS        500,000,000           439,200,000
EIGHTH            -6 3/4%                             4/1/2005        150,000,000           150,000,000
NINTH             -MEDIUM-TERM NOTES, SERIES F         VARIOUS        500,000,000           378,000,000
TENTH             -E-L                                 VARIOUS         71,200,000            71,200,000
ELEVENTH          -MEDIUM-TERM NOTES, SERIES G         VARIOUS        500,000,000           300,000,000
TWELFTH           -1994-1                              VARIOUS        216,470,000           216,470,000
THIRTEENTH        -ADJUSTABLE RATEREPLACEMENT SERIES    2002           13,234,000                     0
FOURTEENTH        -9 3/8% REPLACEMENT SERIES            1997           50,000,000                     0
FIFTEENTH         -BOND CREDIT SERIES                  VARIOUS        498,589,753                     0
SIXTEENTH         -MEDIUM-TERM NOTES, SERIES H         VARIOUS        500,000,000           500,000,000



and

     WHEREAS, Section 2.03 of the Mortgage provides that the form or forms,
terms and conditions of and other matters not inconsistent with the provisions
of the Mortgage, in connection with each series of bonds (other than the First
Series) issued thereunder, shall be established in or pursuant to one or more
Resolutions and/or shall be established in one or more indentures supplemental
to the Mortgage, prior to the initial issuance of bonds of such series; and

      WHEREAS, Section 22.04 of the Mortgage provides, among other things, that
any power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole
or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the Company
may enter into any further covenants, limitations, restrictions or provisions
for the benefit of any one or more series of bonds issued thereunder and provide
that a breach thereof shall be equivalent to a Default under the Mortgage, or
the Company may cure any ambiguity contained therein, or in any supplemental
indenture, or may (in lieu of establishment in or pursuant to Resolution in
accordance with Section 2.03 of the Mortgage) establish the forms, terms and
provisions of any series of bonds other than said First Series, by an instrument
in writing executed by the Company; and

     WHEREAS, the Company now desires to create a new series of bonds and
(pursuant to the provisions of Section 22.04 of the Mortgage) to add to its
covenants and agreements contained in the Mortgage certain other covenants and
agreements to be observed by it; and

     WHEREAS, the execution and delivery by the Company of this Thirteenth
Supplemental Indenture, and the terms of the bonds of the Seventeenth Series
herein referred to, have been duly authorized by the Board of Directors in or
pursuant to appropriate Resolutions;

                                      3


     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That PACIFICORP, an Oregon corporation, in consideration of the premises
and of good and valuable consideration to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt and sufficiency
whereof is hereby acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from time to time
issued under the Mortgage, according to their tenor and effect and the
performance of all provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage provided) and
of such bonds, and to confirm the Lien of the Mortgage on certain after-acquired
property, hereby mortgages, pledges and grants a security interest in (subject,
however, to Excepted Encumbrances as defined in Section 1.06 of the Mortgage),
unto The Chase Manhattan Bank, as Trustee, and to its successor or successors in
said trust, and to said Trustee and its successors and assigns forever, all
properties of the Company real, personal and mixed, owned by the Company as of
the date of the Mortgage and acquired by the Company after the date of the
Mortgage, subject to the provisions of Section 18.03 of the Mortgage, of any
kind or nature (except any herein or in the Mortgage expressly excepted), now
owned or, subject to the provisions of Section 18.03 of the Mortgage, hereafter
acquired by the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever situated (except
such of such properties as are excluded by name or nature from the Lien hereof),
including the properties described in Article IV hereof, and further including
(without limitation) all real estate, lands, easements, servitudes, licenses,
permits, franchises, privileges, rights of way and other rights in or relating
to real estate or the occupancy of the same; all power sites, flowage rights,
water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites,
aqueducts, and all other rights or means for appropriating, conveying, storing
and supplying water; all rights of way and roads; all plants for the generation
of electricity and other forms of energy (whether now known or hereafter
developed) by steam, water, sunlight, chemical processes and/or (without
limitation) all other sources of power (whether now known or hereafter
developed); all power houses, gas plants, street lighting systems, standards and
other equipment incidental thereto; all telephone, radio, television and other
communications, image and data transmission systems, air-conditioning systems
and equipment incidental thereto, water wheels, water works, water systems,
steam and hot water plants, substations, lines, service and supply systems,
bridges, culverts, tracks, ice or refrigeration plants and equipment, offices,
buildings and other structures and the equipment thereof; all machinery,
engines, boilers, dynamos, turbines, electric, gas and other machines, prime
movers, regulators, meters, transformers, generators (including, but not limited
to, engine-driven generators and turbogenerator units), motors, electrical, gas
and mechanical appliances, conduits, cables, water, steam, gas or other pipes,
gas mains and pipes, service pipes, fittings, valves and connections, pole and
transmission lines, towers, overhead conductors and devices, underground
conduits, underground conductors and devices, wires, cables, tools, implements,
apparatus, storage battery equipment and all other fixtures and personalty; all
municipal and other franchises, consents or permits; all lines for the
transmission and distribution of electric current and other forms of energy,
gas, steam, water or communications, images and data for any purpose including
towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use
in connection therewith and (except as herein or in the Mortgage expressly
excepted) all the right, title and interest of the Company in and to all other
property of any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore described;

     TOGETHER WITH all and singular the tenements, hereditaments, prescriptions,
servitudes and appurtenances belonging or in anywise appertaining to the 
aforesaid property or any part thereof, with the reversion and reversions, 
remainder and remainders and (subject to the provisions of Section 13.01 of the 
Mortgage) the tolls, rents, revenues, issues, earnings, income, product and 
profits thereof, and all the estate, right, title and interest and claim 
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part
and parcel thereof.

                                       4


     IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 18.03 of the Mortgage, all the property, rights and franchises acquired
by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) after the date hereof, except any herein or in the
Mortgage expressly excepted, shall be and are as fully mortgaged and pledged
hereby and as fully embraced within the Lien of the Mortgage as if such
property, rights and franchises were now owned by the Company and were
specifically described herein or in the Mortgage and mortgaged hereby or 
thereby.

     PROVIDED THAT the following are not and are not intended to be now or
hereafter mortgaged or pledged hereunder, nor is a security interest therein
hereby granted or intended to be granted, and the same are hereby expressly
excepted from the Lien and operation of the Mortgage, namely: (1) cash, shares
of stock, bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage or
covenanted so to be; (2) merchandise, equipment, apparatus, materials or
supplies held for the purpose of sale or other disposition in the usual course
of business or for the purpose of repairing or replacing (in whole or part) any
rolling stock, buses, motor coaches, automobiles or other vehicles or aircraft
or boats, ships or other vessels, and any fuel, oil and similar materials and
supplies consumable in the operation of any of the properties of the Company;
rolling stock, buses, motor coaches, automobiles and other vehicles and all
aircraft; boats, ships and other vessels; all crops (both growing and
harvested), timber (both growing and harvested), minerals (both in place and
severed), and mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands, general intangibles and
choses in action, and all contracts, leases and operating agreements not
specifically pledged under the Mortgage or covenanted so to be; (4) the last day
of the term of any lease or leasehold which may be or become subject to the Lien
of the Mortgage; (5) electric energy, gas, water, steam, ice and other
materials, forms of energy or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the ordinary course of
its business; (6) any natural gas wells or natural gas leases or natural gas
transportation lines or other works or property used primarily and principally
in the production of natural gas or its transportation, primarily for the
purpose of sale to natural gas customers or to a natural gas distribution or
pipeline company, up to the point of connection with any distribution system;
(7) the Company's franchise to be a corporation; (8) any interest (as lessee,
owner or otherwise) in the Wyodak Facility, including, without limitation, any
equipment, parts, improvements, substitutions, replacements or other property
relating thereto; and (9) any property heretofore released pursuant to any
provision of the Mortgage and not heretofore disposed of by the Company;
provided, however, that the property and rights expressly excepted from the Lien
and operation of the Mortgage in the above subdivisions (2) and (3) shall (to
the extent permitted by law) cease to be so excepted in the event and as of the
date that the Trustee or a receiver for the Trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner provided in
Article XV of the Mortgage by reason of the occurrence of a Default;

     AND PROVIDED FURTHER, that as to any property of the Company that, pursuant
to the after-acquired property provisions thereof, hereafter becomes subject to
the lien of a mortgage, deed of trust or similar indenture that may in
accordance with the Mortgage hereafter become designated as a Class "A"
Mortgage, the Lien hereof shall at all times be junior and subordinate to the
lien of such Class "A" Mortgage;

     TO HAVE AND TO HOLD all such properties, real, personal and mixed,
mortgaged and pledged, or in which a security interest has been granted by the
Company as aforesaid, or intended so to be (subject, however, to Excepted
Encumbrances as defined in Section 1.06 of the Mortgage), unto The Chase
Manhattan Bank, as Trustee, and its successors and assigns forever;

     IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, this Thirteenth Supplemental Indenture being
supplemental to the Mortgage;

                                       5


     AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage shall affect and
apply to the property hereinbefore described and conveyed, and to the estates,
rights, obligations and duties of the Company and the Trustee and the
beneficiaries of the trust with respect to said property, and to the Trustee and
its successor or successors in the trust, in the same manner and with the same
effect as if the said property had been owned by the Company at the time of the 
execution of the Mortgage, and had been specifically and at length described in 
and conveyed to said Trustee by the Mortgage as a part of the property therein 
stated to be conveyed.

     The Company further covenants and agrees to and with the Trustee and its
successor or successors in such trust under the Mortgage, as follows:

                                   ARTICLE I

                           SEVENTEENTH SERIES OF BONDS

     SECTION 1.01. There shall be a series of bonds designated "5.65% Series
due 2006" (herein sometimes referred to as the Seventeenth Series), each of
which shall also bear the descriptive title "First Mortgage Bond," and the form
thereof, which shall be established by or pursuant to a Resolution, shall
contain suitable provisions with respect to the matters hereinafter in this
Section specified.

     (I) Bonds of the Seventeenth Series shall mature on November 1, 2006 and
shall be issued as fully registered bonds in the denomination of One Thousand
Dollars and, at the option of the Company, of any multiple or multiples of One
Thousand Dollars (the exercise of such option to be evidenced by the execution
and delivery thereof).

     The Company reserves the right to establish, at any time, by or pursuant to
a Resolution filed with the Trustee, a form of coupon bond, and or appurtenant
coupons, for the Seventeenth Series and to provide for exchangeability of such
coupon bonds with the bonds of the Seventeenth Series issued hereunder in fully
registered form and to make all appropriate provisions for such purpose.

     (II) Bonds of the Seventeenth Series shall bear interest at the rate of
five and sixty-five hundredths per centum (5.65%) per annum payable
semi-annually on May 1 and November 1 of each year. Bonds of the Seventeenth
Series shall be dated and shall accrue interest as provided in Section 2.06 of
the Mortgage.

     Interest payable on any bond of the Seventeenth Series and punctually paid
or duly provided for on any interest payment date for such bond will be paid to
the person in whose name the bond is registered at the close of business on the
Record Date (as hereinafter specified) for such bond next preceding such
interest payment date; provided, however, that interest payable at maturity or
upon earlier redemption will be payable to the person to whom principal shall be
payable. The "Record Date" with respect to bonds of the Seventeenth Series shall
be the April 15 next preceding a May 1 interest payment date and the October 15
next preceding a November 1 interest payment date.

     Any interest on any bond of the Seventeenth Series which is payable but is
not punctually paid or duly provided for, on any interest payment date for such
bond (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered owner on the relevant Record Date for the payment of such
interest solely by virtue of such owner having been such owner; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in subsection (i) or (ii) below:

          (i) The Company may elect to make payment of any Defaulted Interest on
     the bonds of the Seventeenth Series to the persons in whose names such
     bonds are registered at the close of business on a Special Record Date (as
     hereinafter defined) for the payment of such Defaulted Interest, which
     shall be fixed in the following manner: The Company shall, at least 30 days
     prior to the proposed date of payment, notify the Trustee in writing
     (signed by an Authorized Financial Officer of the Company) of the amount of
     Defaulted Interest proposed to be paid on each bond of the Seventeenth
     Series and the date of the proposed payment (which date shall be such as
     will enable the Trustee to comply with

                                       6


     the next sentence hereof), and at the same time the Company shall deposit 
     with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit on or prior to
     the date of the proposed payment, such money when deposited to be held in
     trust for the benefit of the persons entitled to such Defaulted Interest as
     in this subsection provided and not to be deemed part of the Mortgaged and
     Pledged Property. Thereupon, the Trustee shall fix a record date (herein
     referred to as a "Special Record Date") for the payment of such Defaulted
     Interest which date shall be not more than 15 nor less than 10 days prior
     to the date of the proposed payment and not less than 10 days after the
     receipt by the Trustee of the notice of the proposed payment. The Trustee
     shall promptly notify the Company of such Special Record Date and, in the
     name and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each registered owner of a bond
     of the Seventeenth Series at his, her or its address as it appears in the
     bond register not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been mailed as aforesaid, such Defaulted
     Interest shall be paid to the persons in whose names the bonds of the
     Seventeenth Series are registered at the close of business on such Special
     Record Date and shall no longer be payable pursuant to the following
     subsection (ii).

          (ii) The Company may make payment of any Defaulted Interest on the
     bonds of the Seventeenth Series in any other lawful manner not inconsistent
     with the requirements of any securities exchange on which such bonds may be
     listed and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this subsection, such payment shall be deemed practicable by the
     Trustee.

     Subject to the foregoing provisions of this Section, each bond of the
Seventeenth Series delivered under the Mortgage upon transfer of or in exchange
for or in lieu of any other bond shall carry all rights to interest accrued and
unpaid, and to accrue, which were carried by such other bond and each such bond
shall bear interest from such date, that neither gain nor loss in interest shall
result from such transfer exchange or substitution.

     (III)  The principal of and interest on each bond of the Seventeenth Series
shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for public and private
debts or in such other currency or currency unit as shall be determined by or in
accordance with the Resolution filed with the Trustee. 

     (IV)  Bonds of the Seventeenth Series shall not be redeemable prior to
maturity. 

     (V)  Each bond of the Seventeenth Series may have such other terms as are
not inconsistent with Section 2.03 of the Mortgage, and as may be determined by
or in accordance with a Resolution filed with the Trustee. 

     (VI)  At the option of the registered owner, any bonds of the Seventeenth
Series, upon surrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City of New York, shall be exchangeable
for a like aggregate principal amount of bonds of the same series and same terms
of other authorized denominations. 

     (VII)  Bonds of the Seventeenth Series shall be transferable, subject to
any restrictions thereon set forth in any such bond of the Seventeenth Series,
upon the surrender therefor for cancellation, together with a written instrument
of transfer in form approved by the registrar duly executed by the registered
owner or by his duly authorized attorney, at the office or agency of the Company
in the Borough of Manhattan, The City of New York.  Upon any transfer or
exchange of bonds of the Seventeenth Series, the Company may make a charge
therefor sufficient to reimburse it for any tax or taxes or other government

                                       7


charge, as provided in Section 2.08 of the Mortgage, but the Company hereby
waives any right to make a charge in addition thereto for any exchange or
transfer of bonds of the Seventeenth Series. 

     (VIII)  After the execution and delivery of this Thirteenth Supplemental
Indenture and upon compliance with the applicable provisions of the Mortgage and
this Thirteenth Supplemental Indenture, it is contemplated that there shall be
issued bonds of the Seventeenth Series in an aggregate principal amount of Two
Hundred Million Dollars (U.S. $200,000,000). 

                                      ARTICLE II


                  THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS
                 REGARDING PROPERTIES EXCEPTED FROM LIEN OF MORTGAGE

     SECTION 2.01.  The Company reserves the right, without any consent or other
action by holders of bonds of the Eighth Series, or any other series of bonds
subsequently created under the Mortgage (including the bonds of the Seventeenth
Series), to make such amendments to the Mortgage, as heretofore amended and
supplemented, as shall be necessary in order to amend the first proviso to the
granting clause of the Mortgage, which proviso sets forth the properties
excepted from the Lien of the Mortgage, to add a new exception (10) which shall
read as follows: 

          "(10) allowances allocated to steam-electric generating plants
     owned by the Company or in which the Company has interests, pursuant to
     Title IV of the Clean Air Act Amendments of 1990, Pub. L. 101-549, Nov. 15,
     1990, 104 Stat. 2399, 42 USC 7651, et seq., as now in effect or as
     hereafter supplemented or amended." 

                                     ARTICLE III

                               MISCELLANEOUS PROVISIONS

     SECTION 3.01.  The right, if any, of the Company to assert the defense of
usury against a holder or holders of bonds of the Seventeenth Series or any
subsequent series shall be determined only under the laws of the State of New
York. 

     SECTION 3.02.  The terms defined in the Mortgage shall, for all purposes of
this Thirteenth Supplemental Indenture, have the meanings specified in the
Mortgage. 

     SECTION 3.03.  The Trustee hereby accepts the trusts hereby declared,
provided, created or supplemented, and agrees to perform the same upon the terms
and conditions herein and in the Mortgage, as hereby supplemented, set forth,
including the following: 

     The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Thirteenth Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely.  Each and every term and condition contained in
Article XIX of the Mortgage shall apply to and form part of this Thirteenth
Supplemental Indenture with the same force and effect as if the same were herein
set forth in full, with such omissions, variations and insertions, if any, as
may be appropriate to make the same conform to the provisions of this Thirteenth
Supplemental Indenture. 

     SECTION 3.04.  Whenever in this Thirteenth Supplemental Indenture either of
the Company or the Trustee is named or referred to, this shall, subject to the
provisions of Articles XVIII and XIX of the Mortgage, be deemed to include the
successors and assigns of such party, and all the covenants and agreements in
this Thirteenth Supplemental Indenture contained by or on behalf of the Company,
or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure
to the respective benefits of the respective successors and assigns of such
parties, whether so expressed or not. 

                                       8


     SECTION 3.05.  Nothing in this Thirteenth Supplemental Indenture, expressed
or implied, is intended, or shall be construed to confer upon, or to give to,
any person, firm or corporation, other than the parties hereto and the holders
of the bonds and coupons outstanding under the Mortgage, any right, remedy or
claim under or by reason of this Thirteenth Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Thirteenth
Supplemental Indenture contained by or on behalf of the Company shall be for the
sole and exclusive benefit of the parties hereto, and of the holders of the
bonds and of the coupons outstanding under the Mortgage. 

     SECTION 3.06.  This Thirteenth Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument. 

                                      ARTICLE IV

                           SPECIFIC DESCRIPTION OF PROPERTY

     The properties of the Company, owned as of the date hereof, and used (or
held for future development and use) in connection with the Company's electric
utility systems, or for other purposes, as follows: 


                          A--HYDROELECTRIC GENERATING PLANTS


HYDRO PROJECT--PARCEL NUMBER BE-165

     Lands in BEAR LAKE County, State of IDAHO 

     A tract of land situated in the W 1/2 NW 1/4 of Section 18, Township 15
     South, Range 44 East, Boise Meridian, described as follows:  Beginning on
     the West line of the said Northwest Quarter of said Section 18, at a point
     being South (basis of bearing) 952 feet along the said West line from the
     Northwest Corner of the said Northwest Quarter and running thence South
     1076.5 feet along the said West line to the Southwesterly prolongation of
     an existing fence line; thence North 37DEG.02' East 331.1 feet to a Corner
     of the said existing fence line; thence North 48DEG.07' East 285 feet to a
     Corner of the said existing fence line; thence North 51DEG.19' East 1003.7
     feet to a point on the Northeasterly prolongation of the said existing
     fence line; thence South 89DEG.40' West 1156 feet to the point of
     beginning. 

ASHTON RESERVOIR--PARCEL NUMBER FT-032

     Lands in FREMONT County, State of IDAHO 

     Beginning at the south one quarter corner of Section 23, T.9N, R.42E.,
     B.M., thence North 660 feet, thence East 330 feet, thence North 660 feet,
     more or less, to the South right of way line of a county road, thence West
     1650 feet, more or less, thence South 1320 feet more or less, to the South
     line of said Section 23, thence East 1320 feet, more or less, along said
     South line to the point of beginning and being in the SE 1/4 of the SW 1/4
     of the SE 1/4, of said Section 23; containing 45 acres, more or less. 

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-364

     Lands in CACHE County, State of UTAH 

     Part of Lot 82, Richland Acres, as shown by the official plat thereof and
     further described as follows:  Beginning at the Southeast corner of Lot 82
     Richland Acres, said point being North 1329.57 feet of the Southeast corner
     of the SW 1/4 of Section 35, Township 12 North, Range 1 West of the Salt
     Lake 

                                       9


     Base and Meridian, and running thence North 89DEG.57' West 1349.7 feet
     to an irrigation ditch, thence along said ditch to wit:  N.52DEG.30'E.
     992.64 feet; thence N.8DEG.30'E. 85.8 feet; thence N.31DEG.15'W. 693 feet;
     thence N.14DEG.15'W. 675.84 feet; thence East 17.16 feet; thence N.10DEG.E.
     919.38 feet to the South bank of the Logan River; thence along said river
     Easterly to point N.0DEG.17'W. 2770.68 feet of beginning; thence
     S.0DEG.17'E. 2770.68 feet to the point of beginning. 

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-365

     Lands in CACHE County, State of UTAH 

     Beginning at a point 749.7 feet East of the center of Section 35, T. 12 N.,
     R. 1 W., S.L.M., and running thence N.6DEG.25'E. 276.7 feet; thence
     N.41DEG.06'W. 328.5 feet; thence N.30DEG.12'E. 254.6 feet; thence
     N.38DEG.24'E. 232.1 feet; thence S.70DEG.38'E. 596.1 feet; thence
     S.88DEG.11'E. 295.8 feet; thence N.53DEG.54'E. 146.7 feet; thence
     N.5DEG.29'E. 393.3 feet; thence S.60DEG.21'E. 627.9 feet; thence
     S.26DEG.39'W. 257.5 feet; thence S.15 56"E. 190.1 feet; thence
     S.43DEG.17'E. 236.3 feet; thence S.0DEG.49'E. 273.8 feet to a point due
     East of beginning; thence West 1750 feet to the place of beginning. 

CUTLER HYDRO PLANT--PARCEL NUMBER CA-366

     Lands in CACHE County, State of UTAH 

     A tract of land situate in the Northeast one-quarter of the Southeast
     one-quarter of Section 35, Township 12 North, Range 1 West , Salt Lake
     Meridian, begin described as follows:  Beginning at the Northeast Corner of
     said Southeast one-quarter of Section 35 and running thence South 1DEG.32'
     East (basis of bearing) 683.60 feet along the East line of said Southeast
     one-quarter; thence Northwesterly 752.06 feet to a point on the North line
     of said Southeast Quarter; thence Easterly 305.65 feet to the point of
     beginning. 

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-367

     Lands in CACHE County, State of UTAH 

     A tract of land situate in the Northwest one-quarter of the Southeast
     one-quarter of Section 35, Township 12 North, Range 1 West, Salt Lake
     Meridian, being described as follows:  Beginning on the west line of the
     said Southeast one-quarter of Section 35 at a point South 1DEG.33' East
     (basis of bearing) 716.2 feet from the Northwest Corner of said Southeast
     one-quarter of Section 35 and running thence South 64DEG.23' East 145.0
     feet; thence North 48DEG.32' East 504.7 feet; thence North 77DEG.39' East
     178.5 feet; thence North 06DEG.25' East 421.11 feet to a point on the North
     line of the said Southeast one-quarter, said point being 749.85 feet from
     the said Northwest Corner; thence North 89DEG.04' East 100.89 feet along
     the said North line; thence South 00DEG.56' East 601.24 feet; thence South
     28DEG.22' West 724.89 feet; thence South 89DEG.04' West 449.81 feet along a
     line that is parallel with the said North line of the Southeast
     one-quarter; thence South 01DEG.33' East 137.00 feet along a line that is
     parallel with the said West line of the Southeast one-quarter; thence South
     89DEG.04' West 33.00 feet to the said West line of the Southeast
     one-quarter of Section 35; thence North 01DEG.33' West 654.30 feet to the
     point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBERS CA-368, CA-369

     Lands in CACHE County, State of UTAH 

     A tract of land situate in the Northwest one-quarter of the Southeast
     one-quarter of Section 15, Township 12 North, Range 1 West, Salt Lake
     Meridian, described as follows:  Beginning at the Southeast Corner of the
     said Northwest one-quarter of the Southeast one-quarter of Section 15 and

                                       10


     running thence North 00DEG.35'54" West 120.29 feet along the East line of
     the said Northwest one-quarter of the Southeast one-quarter; thence South
     89DEG.56'06" West 223.86 feet; thence South 00DEG.35'54" East 75.99 feet;
     thence North 89DEG.56'06" East 92.00 feet; thence S.00DEG.35'54"E. 46.00
     feet; thence N.89DEG. 11'44"E. 131.85 feet to the point of beginning; also 

     A tract of land situate in the Northeast one-quarter of the Southwest
     one-quarter of Section 15, Township 12 North, Range 1 West, Salt Lake
     Meridian described as follows:  Beginning on the East line of the said
     Southwest one-quarter of Section 15, at a point being North 00DEG.40'00"
     West (basis of bearing) 2073.06 feet from the Southeast Corner of the said
     Southwest one-quarter of Section 15 and running thence along the said East
     line of the Southwest one-quarter North 00DEG.40'00" West 467.90 feet;
     thence South 06DEG.04'46" West 15.00 feet; thence South 40DEG.20'46" West
     362.30 feet; thence South 42DEG.22'10" East 228.05 feet; thence South
     84DEG.34'53" East 88.30 feet to the point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-370

     Lands in CACHE County, State of UTAH

     A tract of land situate in the north one-half of the southwest one-quarter
     of Section 2, Township 12 North, Range 1 West, Salt Lake Meridian being
     described as follows:  Beginning at the Northwest corner of the tract of
     land described herein, said corner being East 678.5 feet along the quarter
     section line, South 52DEG.23' East 16.5 feet, South 41DEG.50' East 228.9
     feet, South 37DEG.00' East 654.4 feet, South 22DEG.25' East 271.7 feet from
     the Northwest corner of said north one-half of the southwest one-quarter of
     said Section 2 and running thence South 22DEG.25' East 240.7 feet; thence
     South 01DEG.10' East 145.7 feet; thence East 3.6 feet to the westerly
     right-of-way line of the County Road (3800 West), as presently constructed
     and used; thence northerly along said westerly right-of-way line 369 feet;
     thence West 92.1 feet to the point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-371

     Lands in CACHE County, State of UTAH

     Part of the North half of the Northwest Quarter of Section 30, Township 13
     North, Range 1 West, Salt Lake Base and Meridian, described as follows: 
     Beginning at a point 43 rods East of the Northwest Corner of said Section
     30 and running thence East 325 feet, more or less, to the West line of the
     Cutler Development Reservoir; thence following the said West line of said
     Reservoir, South 27DEG.63' East 435 feet; thence South 24DEG.13' East 126
     feet; thence South 16DEG.01' East 251 feet, more or less, to the North side
     of the State Highway; thence Southwesterly along said highway to the
     intersection of the said highway and the East side of the O.S.L.R.R. right
     of way; thence Northwesterly parallel with the said right of way to the
     place of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-372

     Lands in CACHE County, State of UTAH

     A tract of land situate in the Southwest one-quarter of the Northeast
     one-quarter of Section 15, Township 12 North, Range 1 West, Salt Lake
     Meridian, described as follows:  Beginning at a point on the Westerly
     boundary line of the tract of land conveyed herein, said point being
     Westerly 924.0 feet (14 chains) along the Section line, South 55DEG.East
     1432.20 feet (21.7 chains), South 23DEG.East 280.5 feet (4.25 chains),
     South 11DEG.West 363.00 feet (5.5 chains), and South 45DEG.30' West 22.98
     feet from the North one-quarter corner of said Section 15, said point being
     the true point of beginning, and running thence South 45DEG.30' West 208.02
     feet; thence South 238.20 feet to a point on the Northern boundary line of
     the abandoned Benson Branch of the Oregon Short Line Railroad Company, as
     formerly constructed 

                                       11


     and operated; thence South 84DEG.50'15" East 98.66 feet along said 
     Northern boundary line; thence North 07DEG.16'08" East 396.07 feet to the 
     point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-373

     Lands in CACHE County, State of UTAH

     A tract of land situate in the Northwest One-Quarter of the Southwest
     One-Quarter of Section 10, Township 12 North, Range 1 West, Salt Lake
     Meridian, being described as follows:

     Beginning on a Northerly boundary corner of the tract of land conveyed
     herein, said Corner being South 01DEG.23'42" East (Basis of Bearing) 650.0
     feet along the West line of the said Southwest One-Quarter, and North
     67DEG.18'14" East 139.01 feet from the Northwest Corner of the Southwest
     One-Quarter of said Section 10 and running thence North 54DEG.57'14" East
     288.06 feet; thence South 35DEG.02'46" East 75.00 feet; thence South
     69DEG.32'51" West 297.67 feet to the point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-374

     Lands in CACHE County, State of UTAH

     A tract of land situate in the Southwest One-Quarter of the Northeast
     One-Quarter of Section 4, Township 11 North, Range 1 West, Salt Lake
     Meridian, said tract being a part of Lot 6, Block 32, Plat "A" MENDON FARM
     SURVEY, described as follows:  Beginning on the Quarter Section Line at a
     point Southerly 28.98 chains from the North One-Quarter of said Section 4
     and running thence South 88DEG.30' East 137.98 feet; thence South 10DEG.53'
     East 376.3 feet; thence South 48DEG.09' West 281.31 feet to the said
     Quarter Section Line; thence Northerly 555.25 feet to the point of
     beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-375

     Lands in CACHE County, State of UTAH

     Part of the South one-half of Section 16, Township 12 North, Range 1 West,
     Salt Lake Base and Meridian, described as follows:  Beginning at a point
     North 0DEG.39' West 1234.9 feet from the Southeast Corner of said Section
     16; thence running North 0DEG.39' West 1405.1 feet to the East Quarter
     Corner of said Section 16; thence South 89DEG.29' West 3101.64 feet; thence
     South 0DEG.39' East 1400 feet; thence South 89DEG.34' East 3101.64 feet to
     the point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-376

     Lands in CACHE County, State of UTAH

     A tract of land situate in the Northwest one-quarter of the Southwest
     one-quarter of Section 14, Township 12 North, Range 1 West, Salt Lake
     Meridian being described as follows:  Beginning at the West quarter-corner
     of said Section 14, Township 12 North, Range 1 West, Salt Lake Meridian and
     running thence Southerly along the Section line 981.26 feet to the Southern
     boundary line of the tract conveyed herein, said point being Northerly
     1654.8 feet from the Southwest Corner of said Section 14; thence Easterly
     50.00 feet along said Southern boundary line; thence Northerly 983.92 feet
     to the Quarter-section line; thence Westerly 50.00 feet along said
     quarter-section line to the point of beginning.

                                       12


CUTLER HYDRO PROJECT--PARCEL NUMBER CA-377

     Lands in CACHE County, State of UTAH

     A tract of land situate in the NW 1/4 of Section 35, T. 12N., R. 1W.,
     S.L.M., said tract being a portion of Lot 87, Richland Acres Subdivision,
     according to the official plat thereof as filed in the office of the Cache
     County Recorder on December 7, 1916, being described as follows:  All of
     said Lot 87, Richland Acres Subdivision EXCEPT the following (which was
     donated to the State of Utah, Division of Wildlife Resources):  Beginning
     at the SW corner of said Lot 87, Richland Acres Subdivision, said point
     being N.89DEG.38'39"E. 770.22 feet (11.67 chains) along the quarter section
     line from the West one-quarter corner of said Section 35 and running thence
     northerly 566.37 feet along the west boundary line of said Lot 87; thence
     N.89DEG.38'39"E. 838.63 feet to the center of an existing irrigation ditch;
     thence S.14DEG.55'32"E. 838.63 feet along said center of the irrigation
     ditch to the Southeast corner of said Lot 87; thence S.89DEG.38'39"E.
     985.09 feet to the point of beginning; said tract containing 36.14 acres. 

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-378

     Lands in CACHE County, State of UTAH

     Beginning at a point N.0DEG.41'E. 324 feet from the southwest corner of
     Section 3, T. 12N., R. 1W., S.L.M., thence running S.32DEG.34'E. 373 feet,
     thence S.32DEG.24'E. 284.8 feet; thence S.1DEG.11'W. 771.3 feet; thence
     S.21DEG.44'W. 500.3 feet; thence S.47DEG.54'E. 715.6 feet; thence
     S.28DEG.05'E. 358.0 feet; thence S.4DEG.15'E. 399.0 feet; thence East
     100.28 feet; thence N.4DEG.15'W. 427.53 feet; thence N.28DEG.05'W. 396.56
     feet; thence N.47DEG.54'W. 663.52 feet; thence N.21DEG.44'E. 448.88 feet;
     thence N.1DEG.11'E. 819.6 feet; thence N.32DEG.24'W. 315.12 feet; thence
     N.32DEG.34'W. 303.71 feet; thence N.27DEG.39'E. 616.72 feet; thence
     S.36DEG.59'W. 678 feet to the place of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-379

     Lands in CACHE County, State of UTAH

     Part of the South Half of the Southeast Quarter of Section 16, Township 12
     North, Range 1 West, Salt Lake Base and Meridian, described as follows: 
     Beginning at the Southeast Corner of said Section 16, and running thence
     North 0DEG.39' West along said Section Line 1234.9 feet; thence North
     89DEG.34' West 160 rods; thence South 1244.75 feet, more or less, to the
     South Quarter Corner of said Section 16; thence East 160 rods to the point
     of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-380

     Lands in CACHE County, State of UTAH

     A tract of land situate in the West one half of the Southeast One-Quarter
     of Section 33, Township 12 North, Range 1 West, Salt Lake Meridian, said
     tract being a part of Lot 6, Block 37, Plat "A" MENDON FARM SURVEY,
     described as follows:  Beginning at a point 6.78 chains East, North
     1DEG.30' East 1.8 chains and North 88DEG.30' West 32 feet from the South
     One-Quarter Corner of the said Section 33, and running thence North
     88DEG.30' West 417.09 feet to the West Line of the Southeast One-Quarter of
     said Section 33; said point being Northerly 2.02 chains from the said South
     One-Quarter Corner of Section 33; thence Northerly 1387.25 feet along said
     West line to the South Line of Lot 3, Block 40, said Plat "A"; thence South
     88DEG.30' East 316.3 feet along said South Line; thence South 1DEG.30' West
     66.0 feet; thence South 61DEG.25' West 200.0 feet; thence South 40DEG.09'
     West 93.8 feet; thence South 13DEG.17' West 186.1 feet; thence South
     19DEG.59' East 608.5 feet; thence South 25DEG.14' East 446.0 feet to the
     point of beginning.

                                      13


CUTLER HYDRO PROJECT--PARCEL NUMBERS CA-381; CA-401

     Lands in CACHE County, State of UTAH

     A tract of land situate in the West one-half of the Northeast one-quarter
     of Section 4, Township 11 North, Range 1 West, Salt Lake Base and Meridian,
     said tract also being a part of Lot 6, Block 32, Plat "A", MENDON FARM
     SURVEY, described as follows:  Beginning on the Quarter-section line at a
     point 18.98 chains South from the North Quarter-section corner of said
     Section 4 and running thence East 419.2 feet; thence South 31DEG.38' West
     541.7 feet; thence South 2DEG.25' West 142.8 feet; thence South 10DEG.53'
     East 50.0 feet; thence North 88DEG.30' West 138.0 feet to the said quarter
     section line; thence North 10 chains to the point of beginning; also

     A tract of land situate in the Northwest one-quarter of the Northeast
     one-quarter of Section 4, said tract being that portion between Lot 6,
     Block 32 and Lot 3, Block 37, Plat "A", MENDON FARM SURVEY, described as
     follows:  Beginning on the quarter-section line at a point 1180.74 feet
     South from the North quarter-section corner of said Section 4 and running
     thence South 88 DEG.30' East 419.3 feet; thence South 66.0 feet; thence
     West 419.2 feet to the said quarter-section line, said point being 18.98
     chains South of the said North quarter-section corner; thence North 71.94
     feet to the point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-382

     Lands in CACHE County, State of UTAH

     A tract of land situate in the Northwest one-quarter of the Southwest
     one-quarter of Section 36, T. 12N., R. 1W., S.L.M., said tract being a
     portion of Lot 29, of the State Land Survey for said Section 36, according
     to the official plat thereof as filed in the office of the Cache County
     Recorder on May 3,  1898 as Entry No. 17896 and being described as follows:
     Beginning at a point Easterly 33.0 feet along the North line of said
     Southwest one-quarter and South 1DEG.32' East 130.0 feet from the West
     one-quarter corner of said Section 36 and running thence South 64DEG.21'
     East 38.0 feet; thence North 88DEG.26' East 437.1 feet; thence South
     34DEG.58' West 653.2 feet; thence South 0DEG.14' East 251.27 feet; thence
     North 26DEG.04'31" West 184.57 feet; thence North 1DEG.32' West (basis of
     bearing) 625.49 feet along a line that is parallel with and 33.0 feet
     perpendicularly distant Easterly from the West line of said Southwest
     one-quarter to the point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBERS CA-383, CA-384, CA-385, CA-386 AND CA-387

     Lands in CACHE County, State of UTAH

     A parcel of land situate in the N 1/2 of Section 15 and the NE 1/4 of
     Section 16, T. 12N., R. 1W., S.L.M., more particularly described as
     follows:  Commencing at the point of intersection of the north-south center
     line of said Section 16 with the center line of the abandoned main track of
     the Benson Branch of the Oregon Short Line Railroad Company, as formerly
     constructed and operated, said point being 1245.0 feet north of the center
     of said Section 16; thence along said center line of the abandoned main
     track, S.85DEG.03'E. a distance of 1115.5 feet to a point that is the
     northeast corner of that third described parcel of land conveyed by the
     Union Pacific Railroad Company to Herschel Bullen by Quitclaim Deed dated
     November 27, 1944, U.P.R.R. Co., L.S.D.A. 1359, said point being the true
     point of beginning; thence continuing along said center line of the
     abandoned main track, S.85DEG.03'E. a distance of 210.5 feet to a point on
     the east line of the SW 1/4NE 1/4 of said Section 16; thence along said
     east line of the SW 1/4NE 1/4 of Section 16, N.0DEG.22'30"W. a distance of
     50.22 feet to a point that is 50.0 feet distant northerly, measured at
     right angles, from said center line of the abandoned main track; thence
     along a line parallel with and 50.0 feet distant northerly, measured at
     right angles, from said center line of the abandoned main track,
     S.85DEG.03'E. a distance of 536.66 feet; thence at right angles to the last
     described 

                                       14


     line N.4DEG.57'E. a distance of  25.0 feet to a point that is 75.0 
     feet distant northerly measured at right angles, from said center line
     of the abandoned main track; thence along a line parallel with and 75.0
     feet distant northerly, measured at right angles, from said center line of
     the abandoned main track, S.85DEG.03'E. a distance of 2707.61 feet, more or
     less, to a point on the west bank of the Logan River; thence along said
     west bank of the Logan River S.28DEG.27'W. a distance of  27.26 feet, more
     or less, to a point that is 50.0 feet distant northerly, measured at right
     angles, from said center line of the abandoned main track; thence along a
     line parallel with and 50.0 feet distant northerly, measured at right
     angles, from said center line of the abandoned main track, S.85DEG.03'E. a
     distance of 1709.06 feet, more or less, to the beginning of a tangent curve
     concave southerly, having a radius of 3869.83 feet; thence southeasterly
     along said curve and parallel with and 50.0 feet distant northerly,
     measured radially from said center line of the abandoned main track,
     through an angle of 8DEG.51'21" an arc distance of 598.13 feet to the
     northwest corner of that parcel of land conveyed by the Union Pacific
     Railroad Company to Gene B. and Vera R. Ricks by Quitclaim Deed dated
     January 5, 1957, U.P.R.R. Co., L.S.D.A., 2589; thence along the west line
     of said deeded parcel conveyed by Quitclaim Deed dated January 5, 1957,
     South, a distance of 103.09 feet to a point that is 50.0 feet distant
     southerly, measured radially, from said center line of the abandoned main
     track, said point being the beginning of a non-tangent curve concave
     southerly, the center of which bears S.14DEG.10'47"W. a distance of 3769.83
     feet; thence northwesterly along said curve and parallel with and 50.0 feet
     distant southerly, measured radially, from said center line of  the
     abandoned main track, through an angle of  9DEG.13'47", an arc distance of
     607.28 feet; thence tangent to the end of the last described curve and
     parallel with and 50.0 feet distant southerly, measured at right angles,
     from said center line of the abandoned main track N.85DEG.03'W. a distance
     of 1655.8 feet, more or less, to a point on the center line of said Logan
     River; thence along said centerline of the Logan River, S.56DEG.57'W. a
     distance of  81.21 feet, more or less, to a point that is 100.0 feet
     distant southerly, measured at right angels, from said centerline of the
     abandoned main track; thence along a line parallel with and 100.0 feet
     distant southerly, measured at right angles, from said center line of
     abandoned main track, N.85DEG.03'W. a distance of 786.0 feet; thence at
     right angles to said center line of the abandoned main track, N.4 57"E. a
     distance of 25.0 feet to a point that is 75.0 feet distant southerly,
     measured at right angles, from said center line of abandoned main track;
     thence along a line parallel with and 75.0 feet distant southerly, measured
     at right angles, from said center of the abandoned main track,
     N.85DEG.03'W. a distance of 1900.0 feet; thence at right angles to said
     center line of the abandoned main track, N.4DEG.57'E. a distance of 25.0
     feet to a point that is 50.0 feet distant southerly, measured at right
     angles, from said center line of the abandoned main track; thence along a
     line parallel with and 50.0 feet distant southerly, measured at right
     angles, from said center line of the abandoned main track; N.85DEG.03'W. a
     distance of 737.77 feet to the southeast corner of said third described
     parcel of land conveyed by said Quitclaim Deed dated November 17, 1944;
     thence along the east line of said third described parcel of land,
     N.0DEG.27'W. a distance of 50.22 feet to the true point of beginning; also

     A parcel of land situate in the S 1/2 of Section 14, T. 12N., R. 1W.,
     S.L.M., State of Utah, more particularly described as follows:  Beginning
     at a point that is 1049.2 feet west and 687.89 feet north of the southwest
     corner of the SE 1/4SE 1/4 of said Section 14, said point also being 50.0
     feet distant southwesterly, measured at right angles, from the center line
     of the abandoned main track of the Benson Branch of the Oregon Short Line
     Railroad Company, as formerly constructed and operated; thence along a line
     parallel with and 50.0 feet distant southwesterly, measured at right
     angles, from said center line of the abandoned main track, N.54DEG.48'W. a
     distance of 675.22 feet to the south line of that parcel of land conveyed
     by James Baugh, et. al., to the Oregon Short Line Railroad Company by
     Decree dated July 22, 1912, O.S.L.R.R. Co., L.P.D.A. 4380; thence along
     said south line of said parcel S.89DEG.48'E. a distance of  174.34 feet to
     a point that is 50.0 feet distant northeasterly, measured at right angles,
     from said center line of the abandoned main track; thence along a line
     parallel with and 50.0 feet distant northeasterly, measured at right
     angles, from said center line of the abandoned main track, S.54DEG.48'E. a
     distance of 461.78 feet, to the most northerly corner of that strip of land
     conveyed 

                                       15


     by Union Pacific Railroad Company to Joel P. and Hazel P. Ricks by
     Quitclaim Deed dated March 10, 1970, U.P.L.S.D.A. L-713; thence along the
     west line of said strip, S.0DEG.02'E. a distance of 122.42 feet to the
     point of beginning; also

     A parcel of land situate in the SE 1/4NE 1/4 of Section 15, T. 12N., R.
     1W., S.L.M., more particularly described as follows:  Beginning at the
     southwest corner of that parcel of land conveyed by Margaret Ricks to the
     Oregon Short Line Railroad Company by Warranty Deed dated July 3, 1912,
     O.S.L.R.R. Co., L.P.D.A. 4379, said corner being 292.7 feet North and 393.9
     feet West of the east quarter corner of said Section 15; thence along the
     west line of said deeded parcel, North, a distance of 120.5 feet to a point
     that is 50.0 feet distant northeasterly, measured radially, from the center
     line of the abandoned main track of the Benson Branch of said Railroad
     Company as formerly constructed and operated, said point also being the
     beginning of a non-tangent curve concave southwesterly, the center of which
     bears S.24DEG.01'40"W. a distance of 3869.83 feet; thence southeasterly
     along said curve and parallel with and 50.0 feet distant northeasterly,
     measured radially, from said center line of the abandoned main track,
     through an angle of 3DEG.59'49", an arc distance of 269.96 feet, more or
     less, to the south line of said deeded parcel; thence along said south line
     of the deeded parcel, S.89DEG.30'40"W. a distance of 242.54 feet (237.7
     feet per deed), more or less, to the point of beginning; also

     A parcel of land situate in the SE 1/4 NE 1/4 of Section 15 and in the SW
     1/4 NW 1/4 of Section 14, T. 12N., R. 1W., S.L.M., more particularly
     described as follows:  Beginning at the west quarter corner of said Section
     14, thence along the east-west center line of said Section 14, East, a
     distance of 262.17 feet; thence North a distance of 215.89 feet; more or
     less, to the south line of the east and west County Road; thence along said
     south line of the east and west County Road, S.89DEG.30'40"W. a distance of
     620.06 feet, more or less, to a point that is 100.0 feet distant
     southwesterly, measured radially, from the center line of the abandoned
     main track of the Benson Branch of the Oregon Short Line Railroad Company,
     as formerly constructed and operated, said point also being the beginning
     of a non-tangent curve concave southwesterly, the center of which bears
     S.25DEG.47'29"W. a distance of 3719.83 feet; thence southeasterly along
     said curve and parallel with and 100.0 feet distant southwesterly, measured
     radially, from said center line of the abandoned main track, through an
     angle of 6DEG.18'07", an arc distance of 409.14 feet to the east line of
     said Section 15; thence along said east line of Section 15, South, a
     distance of 12.7 feet to the point of beginning; also

     A parcel of land situate in Block 20 1/2, Plot "C", Logan Hayland Survey in
     the E 1/2 SE 1/4 of Section 24, T. 12N., R. 1W., S.L.M., more particularly
     described as follows:  Commencing at the east quarter corner of said
     Section 24, thence along the east line of said Section 24, S.0DEG.10'W. a
     distance of 1996.5 feet to a point of the center line of the abandoned main
     track of the Benson Branch of the Oregon Short Line Railroad Company, as
     formerly constructed and operated; thence along said center line of the
     abandoned main track, N.54DEG.48'W. a distance of 1,622.0 feet, more or
     less, to a point on the west line of that parcel of land conveyed by
     Rebecca and Isaac P. Stewart to the Oregon Short Line Railroad Company by
     Quitclaim Deed dated August 2, 1912, O.S.L.R.R. Co., L.P.D.A. 4386, said
     point also being the true point of beginning; thence along said west line
     of said deeded parcel N.0DEG.04'E. a distance of 91.71 feet to a point that
     is 75.0 feet distant northeasterly, measured at right angles, from said
     center line of the abandoned main track; thence along a line parallel with
     and 75.0 feet distant northeasterly, measured at right angles, from said
     center line of the abandoned main track, S.54DEG.48'E. a distance of 299.19
     feet, more or less, to the north line of Lot 3 in Block 20 1/2 of Plot "C"
     of the Logan Hayland Survey; thence along said north line of Lot 3,
     N.87DEG.45'W. a distance of 244.86 feet, more or less, to a point on the
     west line of said deeded parcel; thence along said west line of said deeded
     parcel, N.0DEG.04'E. a distance of 71.14 feet to the true point of
     beginning 

                                       16


CUTLER HYDRO PROJECT

     Lands in CACHE County, State of UTAH

     A tract of land situate in the S 1/2 of the SE 1/4 of Section 23, T. 12N.,
     R. 1W., S.L.M., being described as follows:  Beginning on the Western right
     of way line of a county road (3200 West Street) at a point 1 rod North and
     Westerly 33 feet along the section line from the Southeast section Corner
     of said Section 23, and running thence West 795 feet; thence South 1 rod;
     thence West 1508.73 feet by survey (West 1466 feet by record) along the
     section line to the Western boundary line of the tract of land conveyed
     herein at a point 349.5 feet, East of the South one-quarter Corner of the
     said Section 23; thence N.23DEG.40'W. 27.32 feet along the said Western
     boundary line; thence Easterly 2311.61 feet along a line that is parallel
     to and 25 feet perpendicularly distant Northerly from the South section
     line of said Section 23 to the said Western right of way line; thence
     Southerly 25.00 feet to the point of beginning.

CUTLER HYDRO PROJECT

     Lands in CACHE County, State of UTAH 

     A tract of land situate in the N 1/2 of the SW 1/4 of Section 2, Township
     11 North, Range 1 West, Salt Lake Meridian, said tract being a portion of
     Lot 68, Richland Acres Subdivision, according to the official plat thereof
     as filed in the office of the Cache County Recorder on December 7, 1916,
     being described as follows:  Beginning on the North line of said Lot 68,
     Richland Acres Subdivision, at a point S.80DEG.29'41"W. (S.81DEG.45'W. by
     record) 492.42 feet from the Northeast Corner of said Lot 68 and running
     thence S.14DEG.29'10"E. 143.30 feet; thence S.12DEG.34'45"W. 527.62 feet;
     thence N.84DEG.24'52"W. 45.34 feet; thence N.12DEG.34'45"E. 522.31 feet;
     thence N.14DEG.29'10"W. 136.39 feet to the said North line of Lot 68;
     thence N.80DEG.29'41"E. 45.17 feet to the point of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-390

     Lands in CACHE County, State of UTAH

     A tract of land situate in the NE 1/4 of the SE 1/4 of Section 15, T. 12N.,
     R. 1W., S.L.M., being described as follows:  Beginning on the South line of
     the said NE 1/4 of the SE 1/4 of Section 15 at a point N.00DEG.25'W.
     1319.53 feet and S.89DEG.57'51"W. 809.17 feet from the Southeast corner of
     said Section 15, said point also being described as the Southwest boundary
     corner of the tract of land conveyed herein, and running thence Northerly
     440.26 feet along the West boundary line of the tract of land conveyed
     herein; thence N.89DEG.10'E. 265.03 feet; thence S.00DEG.28'E. 66.00 feet;
     thence S.24DEG.21'W. 419.40 feet to the said South line of the NE 1/4 of
     the SE 1/4 of Section 15; thence S.89DEG.57'51"W. 95.47 feet to the point
     of beginning.

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-391

     Lands in CACHE County, State of UTAH

     A tract of land situate in the E 1/2 of the SW 1/2 of Section 21, Township
     12 North, Range 1 West, Salt Lake Meridian, being described as follows: 
     Beginning at the Northeast Corner of  the SW 1/4 of said Section 21, and
     running thence Westerly 249.50 feet along the North line of the said SW
     1/4; thence Southerly 2629.75 feet along a line that is parallel to and
     249.50 feet perpendicularly distant Westerly from the East line of the said
     SW 1/4 to the Section line; thence Easterly 249.50 feet to the Southeast
     Corner of the said SW 1/4; thence Northerly 2629.60 feet to the point of
     beginning. 

                                       17


CUTLER HYDRO PROJECT--PARCEL NUMBERS CA-394, CA-395 AND CA-396

     Lands in CACHE County, State of UTAH 

     A tract of land situate in the W 1/2 of the NE 1/4 of Section 16, T. 12N.,
     R. 1W., S.L.M., being described as follows:  Beginning at the Northeast
     Corner of the said W 1/2 of the NE 1/4 of Section 16, and running thence
     Southerly 1097.25 feet along the East line of the said W 1/2 of the NE 1/4;
     thence West 123.75 feet; thence S.18DEG.36'E. 392.80 feet to a point on the
     Northern boundary line of the abandoned Benson Branch of the Oregon Short
     Line Railroad Company, as formerly constructed and operated, said point
     also being on the said East line of the W 1/2 of the NE 1/4; thence
     Southerly 50.18 feet along the said East line of the W 1/2 of the NE 1/4 to
     the center line of the abandoned track of said Benson Branch; thence
     N.85DEG.03'W. 204.92 feet along said center line; thence Southerly 50.19
     feet along a line that is parallel with the West line of the said W 1/2 of
     the NE 1/4 to the Southern boundary line of the said abandoned Benson
     Branch; thence N.85DEG.03'W. 1115.50 feet along said Southern boundary line
     to the West line of the said W 1/2 of the NE 1/4; thence Northerly 50.19
     feet along the said West line to the said center line of the abandoned
     Benson Branch; thence S.85DEG.03'E. 801.10 feet along said center line;
     thence Northerly 1472.90 feet along a line that is parallel with the West
     line of the said W 1/2 of the NE 1/4 to a point on the North line of the
     said W 1/2 of the NE 1/4, said point being 519.40 feet Westerly from the
     point of beginning; thence Easterly 519.40 feet to the point of beginning;
     also 

     A tract of land situate in the NE 1/4 of the SW 1/4 of Section 9, Township
     12 North, Range 1 West, Salt Lake Base and Meridian, being described as
     follows:  Beginning at the Northeast corner of the said SW 1/4 of Section
     9, and running thence Southerly 356.00 feet along the East line of the said
     SW 1/4; thence Northwesterly 568.38 feet to a point on the North line of
     the said SW 1/4; said point being Westerly 444.44 feet from the point of
     beginning; thence Easterly 444.44 feet to the point of beginning; also 

     A tract of land situate in the S 1/2 of the NW 1/4 of Section 33, Township
     13 North, Range 1 West, Salt Lake Base and Meridian, being described as
     follows:  Beginning on the Section line at a point 686.1 feet Northerly
     from the West Quarter Corner of said Section 33, and running thence
     S.85DEG.45'E. 2263.54 feet; thence East 395.28 feet to a point on the East
     line of the said NW 1/4, said point being 464.4 feet Northerly from the
     Southeast Corner of the said NW 1/4, thence Southerly 153.70 feet along
     said East line; thence West-Northwesterly 2656.42 feet to a point on the
     West line of the said NW 1/4, said point being southerly 159.38 feet from
     the point of beginning; thence Northerly 159.38 feet to the point of
     beginning. 

CUTLER HYDRO PROJECT--PARCEL NUMBERS CA-397, CA-398 AND CA-399

     Lands in CACHE County, State of UTAH 

     A tract of land situate in the N 1/2 of the NE 1/4 of Section 33, described
     as follows:  Beginning on the West line of the said N 1/2 of the NE 1/4 of
     Section 33, at a point S.00DEG.51'00"E. (Basis of Bearing) 1044.11 feet
     from the North Quarter Corner of said Section 33 and running thence
     N.79DEG.10'38"E. 495.05 feet; thence N.88DEG.35'22"E. 657.33 feet; thence
     S.72DEG.57'30"E. 631.43 feet; thence S.69DEG.58'55"E. 115.15 feet; thence
     S.59DEG.37'16"E. 271.23 feet to the South line of the said N 1/2 of the NE
     1/4 at a point S.89DEG.09'04"W. 565.43 feet from the Southeast Corner of
     the said N 1/2 of the NE 1/4; thence S.89DEG.09'04"W. 2085.30 feet along
     the said South line to the Southwest Corner of the said N 1/2 of the NE
     1/4; thence N.00DEG.51'W. 283.42 feet to the point of beginning; less any
     portions in the Bear River; also 

     A tract of land situate in the W 1/2 of the NW 1/4 of Section 34, described
     as follows:  Beginning on the West line of the said W 1/2 of the NW 1/4 of
     Section 34, T. 13N., R. 1W., S.L.M., at a point S.00DEG.48'00"E. (Basis of
     Bearing) 1495.30 feet from the Northwest Corner of said Section 34 and
     running thence N.28DEG.38'00"E. 50.00 feet; thence N.48DEG.03'00"E. 257.70
     feet; thence N.73DEG.21'00"E. 97.60 feet; thence 

                                       18


     S.86DEG.12'00"E. 200.4 feet to the North bank of the Cutler Reservoir; 
     thence Westerly 593 feet, more or less, along said North bank of the Cuter 
     Reservoir to the said West line of the W 1/2 of the NW 1/4 of Section 34;
     thence S.00DEG.48'00" E. 61 feet to the point of beginning; less any 
     portion in the Cutler Reservoir Development; also 

     A tract of land situate in the NW 1/4 of Section 34, T. 13N., R. 1W.,
     S.L.M., described as follows:  Beginning at a boundary corner of the
     Grantor's land, said corner being S.00DEG.48'00"E. (Basis of Bearing)
     1495.30 feet along the Section line, N.28DEG.38'00"E. 50.00 feet,
     N.48DEG.03'00"E. 257.70 feet, N.73DEG.21'00"E. 97.60 feet, S.86DEG.12'00"E.
     516.60 feet, and S.56DEG.26'00"E. 308.30 feet from the Northwest Corner of
     said Section 34, this point being the true point of beginning, and running
     thence N.53DEG.10'00"E. 750.70 feet; thence N.52DEG.50'00"E. 664.50 feet;
     thence N.14DEG.26'00"E. 467.00 feet; thence S.69DEG.54'43"E. 304.59 feet to
     a point on the East line of the said NW 1/4 of Section 34, said point being
     S.00DEG.49'27"E. 299.90 feet from the N 1/4 Corner of said Section 34;
     thence N.00DEG.49'27"W. 299.90 feet to the said N 1/4 Corner; thence
     S.89DEG.03'28"W. 33.00 feet along the North line of the said NW 1/4 of
     Section 34; thence S.00DEG.49'27"E. 260.46 feet; thence N.69DEG.54'43"W.
     282.28 feet; thence S.14DEG.26'0"W. 487.14 feet; thence S.57DEG.23'46"W.
     1458.88 feet to the Southerly boundary line of the Grantor's land; thence
     S.56DEG.26'00"E. 139.50 feet to the true point of beginning; less any
     portion in the Cutler Reservoir Development. 

CUTLER HYDRO PROJECT--PARCEL NUMBER 400

     Lands in CACHE County, State of UTAH 

     A tract of land situate in the SW 1/4 of the SW 1/4 of Section 2, Township
     11 North, Range 1 West, Salt Lake Meridian, said tract being a portion of
     Lot 68, Richland Acres Subdivision, according to the official plat thereof
     as filed in the office of the Cache County Recorder on December 7, 1916,
     being described as follows:  Beginning on a boundary corner of the tract of
     land conveyed herein, said corner being S.80DEG.29'41"W. (S.81DEG.45'W. by
     record) 492.42 feet; S.14DEG.29'10"E. 143.30 feet; and S.12DEG.34'45"W.
     527.62 feet from the Northeast Corner of said Lot 68 and running thence
     S.30DEG.42'42"W. 38.78 feet; thence S.48DEG.01'45"W. 100.00 feet; thence
     S.72DEG.48'19"W. 30.30 feet; thence N.82DEG.11'41"W. 33 feet, more or less,
     to the East bank of Spring Creek; thence Northerly 45 feet along said bank;
     thence S.82DEG.11'41"E. 20.42 feet, along a line that is parallel with and
     45.00 feet perpendicularly distant Northerly from the course described to
     the East bank of Spring Creek; thence N.72DEG.48'19"E. 10.44 feet; thence
     N.48DEG.01'45"E. 96.54 feet to the North line of the tract of land conveyed
     herein; thence S.84DEG.24'52"E. 45.34 feet along said North line to the
     point of beginning. 

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-423

     Lands in CACHE County, State of UTAH 

     Parcel 1:  A tract of land situate in the Northwest One-Quarter of the
     Northeast One-Quarter of Section 30, Township 13 North, Range 1 West, Salt
     Lake Meridian being described as follows:  Beginning at a boundary corner
     that is 330.0 feet Easterly along the Section line and 429.0 feet Southerly
     along the Western boundary line from a Cache County Monument marking the
     North 1/4 Corner of said Section 30, Township 13 North, Range 1 West, Salt
     Lake Meridian and running thence Northerly 131.17 feet along said Western
     boundary line; thence Southeasterly 563.11 feet to a point on the Southern
     boundary line, said point being 476.96 feet Easterly from a boundary
     corner, and 182.79 feet Westerly from a point 63 rods Easterly and 30 rods
     Southerly from the said North 1/4 Corner; thence Westerly 476.96 feet to a
     boundary corner; thence Northerly 66.20 feet to a boundary corner; thence
     Westerly 49.49 feet to the point of beginning. 

     Parcel 2:  A tract of land situate in the Southeast One-Quarter of the
     Northeast One-Quarter of Section 30, Township 13 North, Range 1 West, Salt
     Lake Meridian being described as follows:  

                                      19


     Beginning at a boundary corner that is South 89DEG.53'59" West (Basis of 
     Bearing) 931.08 feet and South 00DEG.21'54" East 1868.19 feet from a Cache 
     County Monument marking the Northeast Corner of said Section 30 (said 
     corner also being described as being 14.111 chains West and 28.235 chains 
     South from said Northeast Corner of Section 30 as per Warranty Deed 
     recorded in Book 62 of Deeds, Pages 88-89, Cache County Recorder) and 
     running thence North 00DEG.21'54" West 117.63 feet (North 117.6 feet, by 
     record) thence South 84DEG.49'19" West 108.48 feet (South 85DEG.16' West 
     109 feet, by record); thence North 00DEG.21'58" West 282.29 feet; thence 
     South 37DEG.25'04" East 346.31 feet; thence North 65DEG.29'33" East 193.17 
     feet; thence South 35DEG.36'38" East 238.82 feet; thence South 89DEG.51'25"
     West 414.67 feet to the point of beginning. 

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-424

     Lands in CACHE County, State of UTAH 

     A tract of land situate in the Northwest One-Quarter of the Northeast
     One-Quarter of Section 30, Township 13 North, Range 1 West, Salt Lake
     Meridian being described as follows:  Beginning at a boundary corner that
     is South 89DEG.53'59" West (Basis of Bearing) 1600.07 Feet and South
     00DEG.22'22" East 777.66 feet from a Cache County Monument marking the
     Northeast Corner of Section 30 (said corner also being described as being
     63 rods West, 47 rods South and 34 rods West from said Northeast Corner of
     Section 30 as per Warranty Deed recorded in Book 736, Page 441, Cache
     County Recorder) and running thence North 89DEG.52'55" East 30.25 feet
     along the South boundary line; thence North 37DEG.25'04" West 50.21 feet to
     the West boundary line; thence South 00DEG.22'22" East 39.94 feet to the
     point of beginning. 

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-425

     Lands in CACHE County, State of UTAH 

     Parcel 1:  A tract of land situate in the Northeast one-quarter of the
     Southeast one-quarter of Section 27, Township 13 North, Range 1 West, Salt
     Lake Meridian being described as follows:  Beginning at a point South
     00DEG.42'49" East along the Section line (Basis of Bearing) 1168.4 feet and
     North 76DEG.15' West 517.94 feet (518.3 feet by record) from the East
     one-quarter Corner of said Section 27, and running thence South 76DEG.15'
     East 218.47 feet; thence South 52DEG.59'30" West 274.69 feet; thence
     North 01DEG.53' East 217.39 feet to the point of beginning. 

     Parcel 2:  A tract of land situate in the Southwest one-quarter of the
     Southeast one-quarter of Section 27, Township 13 North, Range 1 West, Salt
     Lake Meridian, beging described as follows:  Beginning on the Northeasterly
     right-of-way line of a Cache County Road at a point North 89DEG.12'26" East
     along the Section line (Basis of Bearing) 261.7 feet and North 45DEG.29'
     East 66.64 feet fromt he South one-quarter Corner of said Section 27, and
     running thence North 45DEG.29' East 449.20 feet; thence North 57DEG.12'
     East 668.54 feet (669.0 feet, by record); thence South 52DEG.29'42" West
     1112.12 feet to the point of beginning. 

CUTLER HYDRO PROJECT--PARCEL NUMBER CA-426

     Lands in CACHE County, State of UTAH 

     Beginning at the Southwest Corner of Section 28, Township 13 North, Range 1
     West, Salt Lake Meridian, and running thence North 00DEG.21'09" East 205.10
     feet along the West line of said Section 28; thence South 87DEG.24'26" East
     1328.08 feet to a point on the East line of the Southwest One-quarter of
     the Southwest One-quarter of said Section 28; thence South 53DEG.59'54"
     East 211.29 feet to the South line of said Section 28; thence South
     89DEG.12'15" West (basis of bearing) 1499.06 feet to the point of
     beginning. 

                                      20


A-25--COPCO NO. 1 HYDROELECTRIC GENERATING PLANT

     Lands in SISKIYOU County, State of CALIFORNIA 

     A-25--ITEM 1: Lots 1, 2, 3, 4, and the Southwest quarter of Section 15,
     Township 48 North, Range 3 West, M.D.M. 

     A-25--ITEM 2: The Southwest quarter of the Northwest quarter of Section 27,
     Township 48 North, Range 3 West, M.D.M. 

A-26--NORTH CANAL HYDROELECTRIC PROJECT

     Lands in DESCHUTES County, State of OREGON 

     A-26--ITEM 1: All that portion of the Northeast Quarter of the Northeast
     Quarter (NE 1/4 NE 1/4) of Section Twenty-nine (29), Township Seventeen
     (17) South, Range Twelve (12) East of the Willamette Meridian lying on the
     westerly and northerly side of the U. S. Highway 97 right-of-way (1931
     location) and lying also westerly and northerly of the North Canal
     right-of-way and extending to the center of the channel of the Deschutes
     River; and all of that portion of the Southeast Quarter of the Northeast
     Quarter (SE 1/4 NE 1/4) of Section Twenty-nine (29), Township Seventeen
     (17) South, Range Twelve (12) East of the Willamette Meridian lying on the
     westerly and northerly side of the North Canal right-of-way as now
     constructed (right-of-way being fifty feet (50') on each side of the center
     line of said canal) to the channel of the Deschutes River lying northerly
     and down stream from the North Canal Dam. Excepting, however, from the
     above mentioned adjoining tracts the following, designated exceptions No. 1
     and No. 2: 

     Exception No. 1:  That portion of land in the Northeast Quarter of the
     Northeast Quarter (NE 1/4 NE 1/4) of Section Twenty-nine (29), Township
     Seventeen (17) South, Range Twelve (12) East of the Willamette Meridian,
     deeded to Charles Boyd by deed dated August 12, 1905, and recorded November
     13, 1905, In Volume 12, Page 460 of Crook County Deed Records and
     transcribed in Book 2, Page 579 of Deschutes County Deed Records. 

     Exception No. 2:  That portion of land In the East One-half (E 1/2) of
     Section Twenty-nine (29), Township Seventeen (17), South, Range Twelve (12)
     East of the Willamette Meridian, deeded to the Central Oregon Irrigation
     Company by deed dated November 15, 1913, and recorded December 1, 1913, in
     Book 32, Page 189 of the Crook County Deed Records and transcribed in
     Volume 14, Page 371 of Deschutes County Deed Records consisting of property
     for the construction of the North Canal Dam, Canal, and possible waste way
     or spillway. 

                         B--STEAM ELECTRIC GENERATING PLANTS


HUNTER PLANT ASH PILE EXPANSION--PARCEL NUMBERS: EM-478, EM-482, EM-483, AND
EM-484

     Lands in EMERY County, State of UTAH 

     The South Half of the Southwest quarter of Section 15, and Lot 1, Lot 2 and
     the Southwest quarter of the Southwest quarter of Section 22, all in
     Township 19 South, Range 8 East, Salt Lake Meridian. 

HUNTER PLANT--PARCEL NUMBER EM-495

     Lands in EMERY County, State of UTAH 

     Beginning at the southeast corner of the Northeast Quarter of the Northeast
     Quarter, being also known as Lot 1, of Section 6, Township 18 South, Range
     9 East, Salt Lake Meridian, and running 

                                      21


     thence North 80 rods; thence West 80 rods; thence Southeast 113 rods to 
     beginning. Containing 20 acres. Being land acquired by two Warranty Deeds 
     from Melvin Vilhelm Gilbert and Joan Blanche Gilbert, as individuals, and 
     as Trustees of the Melvin Vilhelm Gilbert Trust and the Joan Blanche 
     Gilbert Trust, dated January 29, 1998, and recorded on February 11, 1998 
     in the office of the recorder of Emery County in Book 238, Pages 353-4, 
     Entry Number 347419, and Book 238, Pages 355-6, Entry Number 347420. 

NORTH HORN MOUNTAIN COAL LANDS--PARCEL NUMBER EM-481

     Lands in EMERY County, State of UTAH 

     Township 19 South, Range 7 East of the Salt Lake Base and Meridian: Section
     6:  Lots 1 and 2; S 1/2NE 1/4; SE 1/4NW 1/4; SE 1/4; E 1/2SW 1/4;  Section
     7:  E 1/2NE 1/4. 

GADSBY GAS LINE-UDOT PARCEL--PARCEL NUMBER SL-828

     Lands in SALT LAKE County, State of UTAH 

     A tract of land situate in the NE 1/4 of Section 33, T. 1N., R. 1W.,
     S.L.M., the boundaries of said tract of land are described as follows: 
     Beginning at an inside corner of said tract, which point is 531 feet south
     and 2313.86 feet east from the North Quarter Corner of said Section 33;
     thence West 18.95 feet to a westerly boundary line of said tract; thence
     S.0DEG.51'01"W. 1038.36 feet; thence S.DEG.24'03" W. 908.25 feet; thence
     S.37DEG.08'21"E. 150.12 feet to the westerly Highway Right of Way and
     No-Access Line of I-215; thence N.1DEG.17'30"E. 77.22 feet along said
     Highway Right of Way and No-Access line; thence N.37 08'21"W. 73.31 feet;
     thence N.0DEG.24'03"E. 351.92 feet; thence N.89DEG.06'26"E. 51.08 feet to
     said westerly Highway Right of Way and No-Access line; thence
     N.1DEG.17'30"E. 543 feet along said Right of Way and No-Access line; thence
     N.1DEG.42'24"W. 1073.42 feet along said Right of Way and No-Access line;
     thence N.5DEG.41'41"W. 157 feet along said Right of Way and No-Access line;
     thence N.6DEG.10'34"W. 238.13 feet along said Right of Way and No-Access
     line to a westerly boundary line of said tract; thence South 431 feet along
     said westerly boundary line to the point of beginning. 

CENTRALIA COAL LAND--PARCEL NUMBER LE-009

     Lands in LEWIS County, State of WASHINGTON 

     Township 15 North, Range 1 West, W.M., Section 33, SW 1/4SW 1/4. 

NAUGHTON CLEARWATER POND #3--PARCEL NUMBER LY-047

     Lands in LINCOLN County, State of WYOMING 

     A tract of land described as follows: 

     Section 33, Township 21 North, Range 116 West, 6th P.M. SW 1/4SW 1/4NE
     1/4NE 1/4; NW 1/4SE 1/4NE 1/4; S 1/2NE 1/4SE 1/4NE 1/4; S 1/2SE 1/4NE 1/4,
     N 1/2NW 1/4NE 1/4SE 1/4; NW 1/4NE 1/4NE 1/4SE 1/4. 

                                      22



                       C--ELECTRIC SUBSTATIONS AND SWITCHYARDS


SANDCREEK SUBSTATION--PARCEL NUMBER BV-039

     Lands in BONNEVILLE County, State of IDAHO 

     Part of the SE 1/4 of the SE 1/4 of Section 10, Township 2 North, Range 38
     East, Boise Meridian, Bonneville County, State of Idaho, described as
     follows:  Beginning on the East boundary line of the tract of land conveyed
     herein at a point 240 feet North and 48 feet West, more or less, from the
     Southeast Corner of said Section 10; thence North 250 feet along the East
     boundary line of said land; thence West 150 feet; thence South 250 feet;
     thence East 150 feet to the point of beginning. 

NEW PANTHER SUBSTATION--PARCEL NUMBER CU-084

     Lands in CARBON County, State of UTAH 

     Beginning at a point 640.58 feet North and 1356.32 feet East of the South
     West Corner of Section 31, Township 12 South, Range 10 East, Salt Lake Base
     and Meridian, said point is on the East Right of Way boundary of State
     Highway 191; thence S.49DEG.19'E. 154.29 feet, thence S.43DEG.47'45"W.
     235.52 feet, thence N.83DEG.32'49"W. 142.87 feet to the East Right of Way
     boundary of State Highway 191, thence Northeasterly along said Right of Way
     along a normal curve to the right 206.15 feet, with a radius of 904.93
     feet, a chord distance of 205.70 feet and a chord bearing of
     N.34DEG.09'25"E., thence N.40DEG.41'E. along said Right of Way 111.17 feet,
     more or less, to the Point of Beginning. 

NEW CLINTON SUBSTATION--PARCEL NUMBER DV-174

     Lands in DAVIS County, State of UTAH 

     Beginning 20 rods North and 636.66 feet West of the Southeast Corner of the
     Northwest Quarter of Section 27, Township 5 North, Range 2 West, Salt Lake
     Meridian, said point also being North 62DEG.37'45" West 717.78 feet, more
     or less, from the Southeast corner of the Northwest Quarter of said Section
     27, and running thence West 268.04 feet, more or less, along said South
     boundary line to the West boundary of said land, said West boundary line
     also being the East right of way line of Power Company's Ben Lomond
     Terminal 345 kV Corridor; thence North 0DEG.08' East 330 feet, more or
     less, along said West boundary, to the North boundary line of said land;
     thence East 268.04 feet, more or less, along said North boundary line;
     thence South 0DEG.08' West 330 feet, more or less, to the point of
     beginning. 

CUDAHY SUBSTATION--PARCEL NUMBER DV-172

     Lands in DAVIS County, State of UTAH 

     Beginning at the Southeast Corner of the South Davis Sewer Improvement
     District Property, said point being South 89DEG.45'51" East along Section
     line 763.24 feet and North 00DEG.14'09" East 61.70 feet from the Southwest
     Corner of Section 3, Township 1 North, Range 1 West, Salt Lake Base and
     Meridian; thence North 00DEG.33'36" East along the East line of said
     property 500.00 feet; thence South 89DEG.26'30" East 350.00 feet; thence
     South 00DEG.33'36" West 500.00 feet; thence North 89DEG.26'30" West 350.00
     feet to the point of beginning. 

                                      23


NEW ENOCH SUBSTATION--PARCEL NUMBER IR-043

     Lands in IRON County, State of UTAH 

     A parcel of land being in the NW 1/4 of the NE 1/4 of Section 18, Township
     35 South, Range 10 West, Salt Lake Base and Meridian, described as follows:
     Beginning at a point that is S.52DEG.46'44"E. 671.7 feet from the North
     Quarter Corner of said Section 18, thence S.0DEG.01'06"W. 180.0 feet;
     thence S.89DEG.58'54"E. 180.0 feet; thence N.0DEG.01'06"E. 180.0 feet;
     thence N.89DEG.58'54"W. 180.0 feet to the point of beginning. 

MORGAN SUBSTATION ADDITIONAL LANDS--PARCEL NUMBER MG-003

     Lands in MORGAN County, State of UTAH 

     A tract of land in the NW1/4 of the NE1/4 of Section 35, T. 4N., R. 2E.,
     S.L.M., in Morgan City, described as follows:  Beginning at the southwest
     corner of the tract of land conveyed herein 478.59 feet south and 485.88
     feet east from the north one quarter corner of said Section 35, running
     thence N.69DEG.15'W. 210 feet, more or less, along the southwesterly
     boundary line to the most westerly corner of said land, said southwesterly
     boundary line also being the northeasterly right of way line of a County
     road, thence N.20DEG.00'E. 239 feet, along the westerly boundary line of
     the tract of land conveyed herein to the northwest corner of said land,
     thence S.84DEG.00'E. 320.94 feet along the northerly boundary line; thence
     S.22DEG.30'W. 220.61 feet; thence N.69DEG.22'W. 90.70 feet, thence
     S.20DEG.38'W. 100 feet, to the point of beginning. 

NEW JORDAN SUBSTATION ADDITIONAL LANDS--PARCELS NUMBERS SL-824, SL-825, SL 843,
SL-844 AND SL-845

     Lands in SALT LAKE County, State of UTAH 

     The North one (1) rod of Lot Twelve (12) Block One (1) and the North one
     (1) rod of Lots Twelve (12) and Thirteen (13) of Block Two (2) of the Jones
     Subdivision of Block Fifty-four (54) Plat "C", Salt Lake City Survey; also 

     Beginning at the Northwest corner of Block Fifty-four (54) Plat "C", Salt
     Lake City Survey, and running thence South One (1) rod; thence West
     two-hundred eighty-five (285) feet, more or less, to the East bank of the
     Jordan River, thence North one (1) rod, along said East bank, thence East
     two-hundred eighty-five (285) feet, more or less, to the point of
     beginning, and being a portion of a vacated road known and designated as
     1200 West Street and in the Northwest Quarter of the Northwest Quarter of
     Section 2, Township 1 South, Range 1 West, Salt Lake Base and Meridian;
     also 

     Beginning at the Northwest corner of Lot Twelve (12) Block One (1) of the
     Jones Subdivision, Block Fifty-four (54), Plat "C", Salt Lake City Survey,
     said Northwest corner also being 131 feet South and 1591 feet East, more or
     less, from the Northwest corner of Section 2, Township 1 South, Range 1
     West, Salt Lake Base and Meridian, and running thence South 16.5 feet,
     along the West lot line of said Lot 12, thence West 66 feet to the East
     line of Lot 13, Block 2, Jones Subdivision, Block 54, Plat "C", Salt Lake
     City Survey, thence North 16.5 feet, along said lot line, thence East 66
     feet to the point of beginning, being within a vacated road known and
     designated as Glendale Street, in the Northeast Quarter of the Northwest
     Quarter of said Section 2; also 

     Beginning at the Northwest corner of Lot Twelve (12), Block Two (2) of the
     Jones Subdivision, Block Fifty-four (54), Plat "C", Salt Lake City Survey,
     said Northwest corner also being 131 feet South and 1261 feet East, more or
     less, from the Northwest corner of Section 2, Township 1 South, Range 1
     West, Salt Lake Base and Meridian, and running thence West 284.8 feet, more
     or less, to the East bank of the Jordan River, thence North 4 feet, more or
     less, along said East bank, thence South 89DEG.41'35" East 746.8 feet, more
     or less, to a point on the North boundary line of said Jones 

                                      24


     Subdivision, thence West 462 feet, more or less, along said North boundary 
     line to the point of beginning, being within a vacated road known and 
     designated as South Temple Street, and the North Half of the Northwest 
     Quarter of said Section 2; also 

     A tract of land situate in the NE 1/4 of the NW 1/4 of Section 2, Township
     1 South, Range 1 West, Salt Lake Meridian, described as follows:  Beginning
     on the Southeast corner of the tract of land conveyed herein at a point
     149.17 feet South and 126.44 feet West, more or less, from the North one
     quarter corner of said Section 2, said point also being the Northeast
     corner of Lot 8, Block 53, Plat "C", Salt Lake City Survey, running thence
     North 33.92 feet along the East boundary line of said land, said East
     boundary line also being the West right of way line of 1000 West Street,
     thence South 70DEG.16'59" West 108.95 feet to the Grantor's South boundary
     line, thence North 88DEG.24'50" East 102.60 feet along said South boundary
     line to the point of beginning. 

WESTRIDGE SUBSTATION--PARCEL NUMBER SL-839

     Lands in SALT LAKE County, State of UTAH 

     A parcel of land in the SW 1/4 of Section 11, Township 2 South, Range 2
     West, Salt Lake Base and Meridian, more particularly described as follows: 
     Beginning at a point which lies N.0DEG.04'15"E. along the West line of said
     Section 11, 1361.80 feet and S.89DEG.36'06"E. 33.00 feet from the found
     Southwest corner of said Section 11, said point lies along the East Right
     of Way line of 6400 West Street; and running thence S.89DEG.36'06"E. 415.38
     feet to a point which intersects a curve to the left, said curve having a
     central angle of 14DEG.54'40" and a radius of 3759.80 along a radial
     bearing of S.72DEG.19'53"W.; thence along the arc, 978.48 feet to a point
     which intersects the East Right of Way line of said 6400 West Street;
     thence S.0DEG.04'15"W. along said Right of Way line, 880.53 feet to the
     point of beginning. 

SORENSON TECHNOLOGY PARK SUBSTATION--PARCEL NUMBER SL-841

     Lands in SALT LAKE County, State of UTAH 

     All of Lot 32, Sorenson Technology Park, Plat 2, according to the official
     plat thereof, recorded in the office of the County Recorder of Salt Lake
     County, Utah. 

MAPLETON SUBSTATION ADDITION--PARCEL NUMBER UT-249

     Lands in UTAH County, State of UTAH 

     All of Lot 4, Lou Dean Subdivision, Mapleton City, according to the
     official plat thereof on file in the office of the Recorder, Utah County,
     Utah. 

CHERRYWOOD SUBSTATION--PARCEL NUMBER UT-250

     Lands in UTAH County, State of UTAH 

     A tract of land situate in the NW 1/4 of the NE 1/4 of Section 10, Township
     6 South, Range 2 East, Salt Lake Meridian, being described as follows: 
     Beginning on the north boundary line of the tract of land conveyed herein
     at a point 254.2 feet south and 723.9 feet east, more or less, from the
     north one quarter corner of said Section 10, and running thence
     N.89DEG.52'57"E. 620.69 feet, along the north boundary line to the
     northeast corner of said tract, thence S.0DEG.37'03"E. 326.47 feet along
     the east boundary line of said land, thence N.89DEG.53'46"W. 523.73 feet,
     to the west boundary line of the tract of land conveyed herein, thence
     N.17DEG.13'03"W. 339.44 feet, along said west boundary line to the point of
     beginning. 

                                      25


CHERRYWOOD SUBSTATION ACCESS--PARCEL NUMBER UT-251

     Lands in UTAH County, State of UTAH 

     A tract of land situate in the NW 1/4 of the NE 1/4 of Section 10, T. 6S.,
     R. 2E., S.L.M. described as follows:  Beginning at the Northeast corner of
     the tract of land conveyed herein at a point 1.50 rods South of the
     Northeast corner of the Northwest quarter of the Northeast quarter of said
     Section 10, and running thence West 167.66 feet, thence S.0DEG.34'E. 222.76
     feet, thence East 165.46 feet, thence North 13.50 rods to the point of
     beginning. 

CHERRYWOOD SUBSTATION ADDITIONAL LAND--PARCEL NUMBER UT-252

     Lands in UTAH County, State of UTAH 

     A tract of land situate in the NW 1/4 of the NE 1/4 of Section 10, T. 6S.,
     R. 2E., S.L.M., in Utah County, Utah, described as follows:  Beginning on
     the easterly boundary line of the tract of land conveyed herein at a point
     508.41 feet south and 817.15 feet east, more or less, from the north one
     quarter corner of said Section 10, and running thence S.17DEG.13'03"E.
     73.42 feet, along the easterly boundary line to the southeast corner of
     said land, thence N.89DEG.53'46"W. 14.52 feet along the south boundary line
     of said land, thence N.17DEG.13'05"W. 73.41 feet, thence S.89DEG.55'12"E.
     14.52 feet, more or less, to the point of beginning. 

BEN LOMOND SUB STRIP--PARCEL NUMBER WE-300


     Lands in WEBER County, State of UTAH 

     A tract of land situate in the South one-half of the Southeast one-quarter
     of Section 15, Township 7 North, Range 2 West, Salt Lake Base and Meridian,
     more particularly described as follows:  Beginning at the Southeast corner
     of said Section 15, and running thence West 1500 feet, thence North 33
     feet, thence East 1500 feet, thence South 33 feet, to the point of
     beginning. 

GATEWAY SUBSTATION--PARCEL NUMBER WN-068

     Lands in WASHINGTON County, State of UTAH 

     A tract of land situate in Lot 5 of Section 4, Township 42 South, Range 14
     West, Salt Lake Meridian, described as follows:  Beginning at a point North
     0DEG.23'31" West, 1300.32 feet along the one quarter section line from the
     South one quarter corner of said Section 4, and running thence North
     0DEG.23'31" West, 200.0 feet along the one quarter Section line, said one
     quarter section line also being the West boundary line of subject property,
     thence North 89DEG.36'29" East, 200.0 feet, thence South 0DEG.23'31" East
     200.0 feet, thence South 89DEG.36'29" West 200.0 feet to said West boundary
     line to the point of beginning. 

C-429--MERRILL SUBSTATION

     Lands in KLAMATH County, State of OREGON 

     C-429--ITEM: A tract of land situated in the N/2 SE/4 of Section 2,
     Township 41 South, Range 10 E.W.M., Klamath County, Oregon, consisting of
     that portion of Lots 9,14, 15 and 16 of Merrill Tracts, according to the
     official plat thereof on file in the office of the County Clerk of Klamath
     County, Oregon, said portion lying South of the Burlington Railroad
     right-of-way and being more particularly described as follows: 

                                      26


     Beginning at the Southwest Corner of said Lot 16, from which the Northeast
     Corner of Lot 4 of Block 1 of Hodges Addition to the Town of Merrill,
     Oregon, a subdivision recorded in Klamath County, bears S19DEG.49'09"W,
     43.33 feet; thence N00DEG.26'10"W on the West Lines of said Lot 16 and Lot
     9, 437.41 feet to a point on the South Line of said Burlington Railroad
     right-of-way; thence southeasterly on said South right-of-way line on the
     arc of a 2889.79 foot radius curve to the left, 812.49 feet
     (delta=16DEG.06'33") to a point on the South Line of said Lot 14; thence
     S89DEG.46"46"on the South Line of said Lots 14, 15 and 16, 679.87 feet to
     the point of beginning. 

C-430--DOG CREEK SUBSTATION

     Lands in SHASTA County, State of CALIFORNIA 

     C-430--ITEM: That portion of the SE 1/4 of the NW 1/4 of Section 34, T 36
     N, R 5 W, 14DM, described as follows: 

     Commencing at an iron pipe with U.S.G.L.O. brass cap marking the Section
     Corner common to Sections 27, 28, 33 and 34, T 36 N, R 5 W, MDM, as shown
     on the map entitled "Record Of Survey By And For The State Of California
     Division Of Highways" recorded June 27, 1969 in Book 33 of Land Surveys at
     page 136, Shasta County Records, from which an iron pipe with U.S.G.L.O.
     brass cap marking the quarter-section corner common to said Sections 33 and
     34, as shown on said map, bears S 01DEG.02' 16" W, 2563.14 feet; thence, S
     53DEG.02' 59" E, 2615.77 feet to the southwesterly corner of the parcel of
     land conveyed to Pacific Power & Light Company, a corporation, by deeds
     recorded January 31, 1963 in Volume 732 at pages 419 and 422, Official
     Records of Shasta County, being the True Point Of Beginning of this
     description; thence, along the westerly line of said parcel N 00DEG.23'00"
     E, 60.00 feet to the northwesterly corner of said parcel thence, S
     82DEG.47'22" W, 75.66 feet; thence, S 00DEG.23'00" W, 50.00 feet; thence, S
     89DEG.37'00" E, 75.00 feet to the True Point Of Beginning. 

C-432--WAITSBURG SUBSTATION

     Lands in WALLA WALLA County, State of WASHINGTON 

     C-432--ITEM:  Lots 2, 3, 4, 5, 6 and 7, Block 10 of Bruce's Fourth Addition
     to Waitsburg, according to the plat thereof recorded in Volume B of Plats,
     page 19, Records of Walla Walla County Washington; Also. 

     The Easterly 30 feet of vacated 60 foot wide Lincoln Street in the City of
     Waitsburg, Washington, as per the plat thereof, bounded on the South by the
     North line of 60 foot wide Tenth Street in the City of Waitsburg. Walla
     Walla County, Washington, as per the recorded plat thereof, and bounded on
     the North by the South Line of 60 foot wide Eighth Street in the City of
     Waitsburg, Walla Walla County, Washington, as per the recorded plat
     thereof; Also 

     All of that part of vacated 60 foot wide Ninth Street in the City of
     Waitsburg, Walla Walla County. Washington. as per the recorded plat
     thereof, which is adjacent to lots 5 and 6 in block 1 and lots 3 and 4 in
     Block 10 of Bruce's Fourth Addition to Waitsburg according to the plat
     thereof recorded in Volume B of Plats, page 19, Walla Walla County,
     Washington, also the southerly 30 feet of said vacated 60 foot wide Ninth
     Street which is adjacent to lot 2 in Block 10 of said Bruce's Fourth
     Addition, also all of the vacated 15 foot wide alley adjacent to lots 4 and
     5 in Block 1 of said Bruce's Fourth Addition to Waitsburg and the southerly
     7.5 feet of said vacated 15 foot wide alley adjacent to lot 6 in said Block
     1, also all of the vacated 15 foot wide alley adjacent to lots 2, 3, 4, 5,
     6 and 7 in Block 10 of Bruces Fourth Addition to Waitsburg according to the
     said plat thereof, excepting therefrom all of the above described property
     lying easterly of the following described line; 

                                      27


     Commencing at the centerline intersection of Eighth Street and vacated
     Lincoln Street, thence S 00DEG.05' 42"W along the centerline of vacated
     Lincoln Street a distance of 30.00 feet to a: point on the southerly right
     of way line of said Eighth Street, thence S 89DEG.07' 45"E along said
     southerly right of way a distance of 51.80 feet to a point which is N
     89DEG.07' 45"W a distance of 45.70 feet from the northeast corner of lot 4
     Block 1 of Bruce's Fourth Addition to Waitsburg, according to the official
     plat thereof and the true point of beginning for the description of this
     line, thence S 16DEG.56' 46" E a distance of 598.65 feet to a point on the
     northerly right of way line of Tenth Street in the City of Waitsburg, Walla
     Walla County, Washington, said point being N 80DEG.07' 45"W a distance of
     5.25 feet from the southeast corner of lot 7, Block 10 of said Bruce's
     Fourth Addition to Waitsburg and the terminus of said line. 

C-433--SULPHER CREEK SUBSTATION

     Lands in YAKIMA County, State of WASHINGTON 

     C-433--ITEM: The South 350 feet of the West 380 feet, as measured along the
     West and South lines, of the NW 1/4 of Section 6, Township 9 North, Range
     23 East W.M., except the West 30 feet thereof. 


                            D-ELECTRIC TRANSMISSION LINES


HONEYVILLE-LAMPO 138 KV LINE--PARCEL NUMBER BX-063

     Lands in BOX ELDER County, State of UTAH 

     A tract of land situate in the SW 1/4 of the NE 1/4 of Section 4, Township
     10 North, Range 2 West, Salt Lake Meridian, described as follows: Beginning
     at a southeast corner of the tract of land conveyed herein at a point
     N.68 22'59"W. 1632.83 feet, from the east one quarter corner of said
     Section 4, and running thence North 538.9 feet, more or less, along an east
     boundary line of said land, thence West 178.61 feet, more or less, thence
     S.1 22'W. 538.10 feet, more or less, to a south boundary line of said land,
     thence East 195.65 feet, more or less, along said south boundary line to
     the point of beginning. 

HONEYVILLE-LAMPO 138 KV LINE--PARCEL NUMBER BX-064

     Lands in BOX ELDER County, State of UTAH 

     A tract of land situate in the SE 1/4 of the SE 1/4 of Section 4, Township
     10 North, Range 2 West, Salt Lake Base and Meridian: Beginning at a
     northwest corner of the tract of land conveyed herein at a point
     N.50DEG.51'05"W. 1717.07 feet, from the east one quarter corner of Section
     4, T. 10N., R. 2W., S.L.M., and running thence S.88DEG.27'E. 243.88 feet
     along a north boundary line of said land; thence S.17DEG.40'19"W. 63.48
     feet and N.88DEG.20'W. 224.69 feet along a line which is parallel to and 40
     feet perpendicularly distant southeasterly and southerly from a power line
     on said land to a west boundary line of said land; thence N.0DEG.04'05"E.
     60.55 feet along said west boundary line to the point of beginning. 

BEN LOMOND-TERMINAL 345/230/138 KV LINE--PARCEL NUMBER DV-173

     Lands in DAVIS County, State of UTAH 

     A tract of land in the North half of the Southeast Quarter of Section 14,
     Township 2 North, Range 1 West, Salt Lake Meridian, in Davis County,
     described as follows: Beginning on the Northeasterly boundary line of the
     tract of land conveyed herein at a point South 89DEG.47'11" West 853.38
     feet along the Quarter Section Line and South 0DEG.12'49" East 280.50 feet,
     more or less, from the Northeast corner of the Southeast Quarter of said
     Section 14, and running thence North 59DEG.12'12" West 544.46 feet 

                                      28


     along said Northeasterly boundary line, to the West boundary line of said 
     land, thence South 0DEG.12'49" East 52.49 feet along said West boundary 
     line to the center line of an existing road; thence along said center line 
     South 41DEG.40'44" East 71.51 feet; South 45DEG.58'49" East 105.04 feet; 
     South 48DEG.02'32" East 92.39 feet; South 53DEG.28'38" East 63.70 feet; 
     South 62DEG.01'16" East 59.73 feet; South 70DEG.43'21" East 53.07 feet; 
     South 81DEG.49'05" East 103.06 feet and South 89DEG.35'53" East 100.09 feet
     to the East boundary line of said land, thence North 0DEG.37'21" West 61.09
     feet along said East boundary line to the North boundary line of said land,
     thence South 89DEG.47'10" West 79.68 feet along said North boundary line to
     the point of beginning. 

90TH SOUTH RELOCATION--PARCEL NUMBER SL-826

     Lands in SALT LAKE County, State of UTAH 

     Beginning at a point which is West along the quarter Section line 182.00
     feet from the East quarter corner of Section 5, Township 3 South, Range 1
     West, Salt Lake Base and Meridian, and running thence West 85.00 feet;
     thence North 288.00 feet; thence East 85.00 feet; thence South 288.00 feet
     to the point of beginning. 

ALTAVIEW-90TH SOUTH 138 KV LINE--PARCEL NUMBER SL-829

     Lands in SALT LAKE County, State of UTAH 

     A tract of land situate in the SE 1/4 of the SW 1/4 of Section 12, T. 3S.,
     R. 1W., S.L.M., described as follows: Beginning at the southwest corner of
     the tract of land conveyed herein at a point N.89DEG.27'04"W. 830.34 feet
     along the section line from the south one quarter corner of said Section
     12, thence N.13DEG.46'24"W. 967.99 feet, and North 163.8 feet, more or
     less, along the west boundary line of said land, thence S.13DEG.46'E. 1137
     feet, more or less, along a line which is parallel to and 25 feet
     perpendicularly distant northeasterly from a power line on said land, to
     the south boundary line of said land, thence N.89DEG.27'04"W. 40.2 feet,
     more or less, along said south boundary line to the point of beginning. 

ALTAVIEW-90TH SOUTH 138 KV LINE--PARCEL NUMBER SL-830

     Lands in SALT LAKE County, State of UTAH 

     A tract of land situate in the NE 1/4 of the NW 1/4 of Section 13, T. 3S.,
     R. 1W., S.L.M., described as follows: Beginning at the northwest corner of
     the tract of land conveyed herein at a point N.89DEG.27'04"W. 830.30 feet,
     from the north one quarter corner of Section 13, T. 3S., R. 1W., S.L.M.,
     thence S.13DEG.46'E. 454.1 feet, more or less, along the west boundary line
     to the southwest corner of said land, thence S.89DEG.27'04"E. 40.2 feet,
     more or less, along the south boundary line of said land, thence
     N.13DEG.46'27"W. 454.1 feet, more or less, along a line which is parallel
     to and 25 feet perpendicularly distant northeasterly from a power line on
     said land to the north boundary line of said land, thence N.89DEG.27'04"W.
     40.2 feet, more or less, along said north boundary line to the point of
     beginning. 

ALTAVIEW-90TH SOUTH 138 KV LINE--PARCEL NUMBER SL-831

     Lands in SALT LAKE County, State of UTAH 

     A tract of land situate in the E 1/2 of the NW 1/4 of Section 13, T. 3S.,
     R. 1W., S.L.M., described as follows: Beginning at the northwest corner of
     the tract of land conveyed herein at a point S.0DEG.54'50"W. 865.93 feet
     and N.89DEG.27'04"W. 603.75 feet, more or less, from the north one quarter
     corner of said Section 13, thence S.13DEG.46'24"E. 464 feet, more or less,
     along the west boundary line to the southwest corner of said land, thence
     N.89DEG.53'E. 40.1 feet, more or less, along the south boundary line of
     said 

                                      29


     land, thence N.13DEG.46'W. 463.6 feet, more or less, along a line which 
     is parallel to and 25 feet perpendicularly distant northeasterly from a 
     power line on said land to said north boundary line, thence 
     N.89DEG.27'04"W. 40.7 feet, more or less, along said north boundary line to
     the point of beginning. 

ALTAVIEW-90TH SOUTH 138 KV LINE--PARCEL NUMBER SL-832

     Lands in SALT LAKE County, State of UTAH 

     A tract of land situate in the E 1/2 of the NW 1/4 of Section 13, T. 3S.,
     R. 1W., S.L.M, described as follows: Beginning at the northwest corner of
     the tract of land conveyed herein at a point 1310 feet south and 507 feet
     west, more or less, from the north one quarter corner of said Section 13,
     thence S.13DEG.46'E. 25.8 feet, more or less, along the west boundary line
     to the southwest corner of said land, thence N.89DEG.55'57'E. 40.4 feet,
     more or less, along the south boundary line, thence N.13DEG.46'W. 25.9
     feet, more or less, along a line which is parallel to and 25 feet
     perpendicularly distant northeasterly from a power line on said land to the
     north boundary line of the land, thence N.89DEG.53'W. 40.1 feet, more or
     less, along said north boundary line to the point of beginning. 

ALTAVIEW-90TH SOUTH 138 KV LINE--PARCEL NUMBER SL-833

     Lands in SALT LAKE County, State of UTAH 

     A tract of land situate in the NE 1/4 of the NW 1/4 of Section 13, T. 3S.,
     R. 1W., S.L.M., described as follows: Beginning at the northwest corner of
     the tract of land conveyed herein at a point S.0DEG.54'50"W. 440 feet and
     N.89DEG.27'04"W. 715.16 feet, more or less, from the north one quarter
     corner of said Section 13, thence S.13DEG.46'24"E. 372.4 feet, more or
     less, along the west boundary line to the southwest corner of said land,
     thence S.89DEG.26'41'E. 40.2 feet, more or less, along the south boundary
     line of said land, thence N.13DEG.46'W. 372.4 feet, more or less, along a
     line which is parallel to and 25 feet perpendicularly distant northeasterly
     from a proposed power line on said land to the north boundary line of said
     land, thence N.89DEG.27'04"W. 40.2 feet, more or less, along said north
     boundary line to the point of beginning. 

ALTAVIEW-90TH SOUTH 138 KV LINE--PARCEL NUMBER SL-834

     Lands in SALT LAKE County, State of UTAH 

     A tract of land situate in the Northeast Quarter of the Northwest Quarter
     of Section 13, T. 3S., R. 1W., S.L.M., described as follows: Beginning at
     the Northwest corner of the tract of land conveyed herein at a point South
     0DEG.54'50" West 800.93 feet and North 89DEG.27'04" West 620.75 feet, more
     or less, from the North quarter corner of said Section 13, thence South
     13DEG.48'21" East 66.9 feet along the West boundary line to the Southwest
     corner of said land, thence South 89DEG.27'04" East 40.6 feet, more or
     less, along the South boundary line of said land; thence North 13DEG.46'
     West 67 feet, more or less, along a line which is parallel to and 25 feet
     perpendicularly distant Northeasterly from a power line on said land, to
     the North boundary line of said land; thence North 89DEG.27'04" West 40.7
     feet, more or less, along said North boundary line to the point of
     beginning. 

90TH SOUTH-TERMINAL 345 KV LINE--PARCEL NUMBER SL-837

     Lands SALT LAKE County, State of UTAH 

     Beginning at a point being N.0DEG.02'04"W. 736.19 feet and S.66DEG.24'54"E.
     306.32 feet and N.73DEG.19'48"E. 1087.66 feet from the West quarter corner
     of Section 27, Township 1 South, Range 1 West, Salt Lake Base and Meridian,
     and running thence N.0DEG.01'50"W. 139.15 feet to a point; thence
     N.89DEG.56'21"E. 

                                      30


     428.46 feet; thence N.73DEG.19'48"E. 189.87 feet to a point; thence 
     N.89DEG.56'29"E. 37.98 feet; thence S.73DEG.19'48"W. 686.67 feet to the 
     point of beginning. 

TOOELE-DUGWAY 46 KV LINE--PARCEL NUMBER TO-029

     Lands in TOOELE County, State of UTAH 

     Beginning 1320 feet South and 660 feet East of the West Quarter Corner of
     Section 3, Township 6 South, Range 7 West, Salt Lake Base and Meridian; and
     running thence South 330 feet; thence East 126 feet to the west line of
     County Road; thence N.28DEG.12'13"E. 374.47 feet along the west line of
     said Road; thence West 304 feet to the point of beginning. 

BEN LOMOND-TERMINAL 345/230/138 KV LINE--PARCEL NUMBER WE-302

     Lands in WEBER County, State of UTAH 

     Part of the SW 1/4 of Section 10, Township 5 North, Range 2 West, Salt Lake
     Base and Meridian, beginning at a point 439.58 feet N.00DEG.24'02"E. and
     731.77 feet N.89DEG.35'58"W. from the South quarter corner (basis of
     bearing) N.00DEG.24'02"E. from south quarter corner to the center of said
     Section 10; thence N.89DEG.25'49"W. 143.33 feet; thence N.00DEG.48'01"E.
     220.00 feet; thence S.89DEG.36'01"E. 142.73 feet; thence S.00DEG.38'37"W.
     220.42 feet to the point of beginning. 

     D-394 LINE:  From Bonneville Power Administration's Alvey Substation in
     LANE County, State of OREGON to the Dixonville 500 kV Substation (C-406) in
     DOUGLAS County, State of OREGON, including the following tract of land used
     for right of way and described as follows: 

     D-394 ITEM 2:  The West 400 feet of the North half of the Northwest quarter
     of Section 29, Township 24 South, Range 4 West, Willamette Meridian,
     Douglas County, Oregon, excepting therefrom that part lying within County
     Road No. 22, TA# 4493.00 and 4493.01. 

     D-395 LINE:  From the Meridian 500 kV Substation (C-375) in JACKSON County,
     State of OREGON, to the Dixonville 500 kV Substation (C-406) in DOUGLAS,
     County, State of OREGON, including the following tracts of land used for
     right of way and described as follows: 

     D-395 ITEM 1:  Beginning at the southeast corner of Block 12 of AGATE
     SUBDIVISION EXTENSON No. 2 in Jackson County, Oregon, according to the
     official plat thereof, now of record; thence South 89DEG.56'50" West, along
     the south line of said Subdivision, 359.46 feet to a  5/8" iron pin; thence
     South 0DEG.13'10" West, 657.10 feet to a  5/8' iron pin thence South
     88DEG.00'50" East 362.75 feet to a  5/8" iron pin on the southerly
     projection of the west line of Lake View Drive; thence North 0DEG.02'50"
     West 670.0 feet to the point of beginning. Excepting therefrom that portion
     conveyed to the State of Oregon (by and through its State Highway
     Commission) by Deed recorded as No. 68-10763 of the Official Records of
     Jackson County, Oregon. 

     D-395 ITEM 2:  TRACT A: All that portion of the following described tracts
     lying within Section 21 in Township 36 South, Range 1 West of the
     Willamette Meridian in Jackson County, Oregon: 

     Beginning at a  1/2" iron pin at the southeast corner of Lot 6 in Block 2
     of AGATE SUBDIVISION in Jackson County, Oregon, according to the official
     plat thereof, now of record thence South 89DEG.47'30" East, along the south
     line of said Subdivision 255.05 feet to the west line of AGATE SUBDIVISION
     EXTENSION No. 2, according to the official plat thereof, now of record;
     thence South 0DEG.13'00" West 152.58 feet to a  5/8" iron pin at the
     southwest corner of said Agate Subdivision Extension No. 2; thence North
     89DEG.56'50" East, along the south line of said Agate Subdivision Extension
     No. 2; a distance of 250.05 feet to a  5/8" iron pin; thence South
     0DEG.13'40" West 639.29 feet to a  5/8" iron pin; thence North 88DEG.00'50"
     West 504.58 feet to a  5/8" iron pin; thence North 0DEG.10'15" East 775.08
     feet to the point of beginning. 

                                      31


     TRACT B: 

     Beginning at the southeast corner of Lot 1 in Block 12 of AGATE SUBDIVISION
     EXTENSION No. 2, in Jackson County, Oregon, according to the official plat
     thereof, now of record; thence North 89DEG.56'50" East, along the south
     line of said Subdivision, 500.10 feet; thence South 0DEG.13'10" West 657.10
     feet to a  5/8" iron pin; thence North 88DEG.00'50" West 500.42 feet to a 
     5/8" iron pin; thence North 0DEG.13'40" East 639.29 feet to the point of
     beginning. 

     EXCEPTING FROM THE FOREGOING TRACTS that portion conveyed to the State of
     Oregon, (by and through its State Highway Commission) by deed recorded
     October 28, 1968, as No. 68-10634 of the Official Records of Jackson
     County, Oregon. 

     D-395 ITEM 3:  Beginning at the southeast corner of South Forty Subdivision
     in Jackson County, Oregon, according to the official plat thereof, now of
     record; thence North 89DEG.57'30" West 1260.0 feet to the west line of the
     Southeast Quarter of the Northwest Quarter of Section 4 in Township 36
     South, Range 2 West, Willamette Meridian.thence south, along said west
     line, 450.0 feet to the southwest corner of said quarter-quarter; thence
     east, along the south line of said quarter-quarter 1260.0 feet to the west
     line of Wheeler Road; thence north, along said west line, 450.0 feet to the
     point of beginning. 

     D-395 ITEM 4:  The West Half of the West Half of the Northwest Quarter of
     the Northeast Quarter of Section 5 in Township 36 South, Range 2 West of
     the Willamette Meridian in Jackson County, Oregon. 

     D-395 ITEM 5:  Tract A: Tract 35, of Eleven-Eighty Orchard Tract in Jackson
     County, Oregon, according to the official plat thereof, now of record. 

     D-395 ITEM 6:  The Southwest Quarter, the West Half of the Southeast
     Quarter, and Lots 3 and 4 of Section 35 in Township 36 South, Range 1 West
     of the Willamette Meridian in Jackson County, Oregon. 

     D-395 ITEM 7:  PARCEL I: Beginning at a  3/4" galvanized iron pipe with a 2
     1/2" bronze cap located at the quarter corner common to Sections 4 and 9,
     Township 36 South, Range 2 West of the Willamette Meridian in Jackson
     County, Oregon, thence along the north-south centerline of said Section 4,
     North 0DEG.21'45" West, 660.00 feet, thence South 89DEG.54'15" East, 330.00
     feet, thence South 0DEG.21'45" East, 630.00 feet, thence South 89DEG.54'15"
     East, 974.46 feet to intersect the southwesterly boundary of tract
     described in Volume 57 page 80 of the Deed Records of said County, thence
     South 31DEG.02' East, 35.045 feet to the southwest corner of said tract,
     thence along the south boundary of said Section 4, North 89DEG.54'15" West
     1322.34 feet to the point of beginning. 

     PARCEL II:  Beginning at a  3/4" galvanized iron pipe with a 2 1/2" bronze
     cap located at the quarter corner common to Sections 4 and 9, Township 36
     South, Range 2 West of the Willamette Meridian in Jackson County, Oregon,
     thence along the north-south centerline of said Section 4, North
     0DEG.21'45" West, 660.00 feet, thence South 89DEG.54'15" East, 330.00 feet
     to the true point of beginning; thence South 0DEG.21'45" East, 630.00 feet;
     thence South 89DEG.54'15" East, 330.00 feet; thence North 0DEG.21'45" West
     630.00 feet, to a point South 89DEG.54'15" East, from the true point of
     beginning; thence North 89DEG.54'15" West, 330.0 feet to the true point of
     beginning. 

     PARCEL III:  Beginning at a  3/4" galvanized iron pipe with a 2 1/2" bronze
     cap located at the quarter corner common to Sections 4 and 9, Township 36
     South, Range 2 West of the Willamette Meridian in Jackson County, Oregon,
     thence along the north-south centerline of said Section 4, North
     0DEG.21'45" West, 660.00 feet for the true point of beginning; thence South
     89DEG.54'15" East 330.00 feet; thence North 0DEG.21'45" West to the north
     line of the Southwest Quarter of the Southeast Quarter; thence West 330.00
     feet, to the centerline of Section 4, thence South 0DEG.21'45" East, along
     said centerline to the true point of beginning. 

                                      32


     PARCEL IV:  Beginning at a  3/4" galvanized iron pipe with a 2 1/2" bronze
     cap located at the quarter corner common to Sections 4 and 9, Township 36
     South, Range 2 West of the Willamette Meridian in Jackson County, Oregon,
     thence along the north-south centerline of said Section 4, North
     0DEG.21'45" West, 660.00 feet, thence South 89DEG.54'15" East 330.00 feet
     to the true point of beginning; thence continue South 89DEG.54'15" East,
     330.00 feet; thence North 0DEG.21'45" West, to a point on the southwesterly
     line of Wheeler Road, as described in Volume 57 page 80, of the Deed
     Records; thence North 31DEG.02' West along said line to a point on the
     north line of the Southwest Quarter of the Southeast Quarter; thence West
     along said North line to a point North 0DEG.21'45" West from the true point
     of beginning; thence South 0DEG.21'45" East to the true point of beginning.

     PARCEL V:  Beginning at a  3/4" galvanized iron pipe with a 2 1/2" bronze
     cap located at the quarter corner common to Sections 4 and 9, Township 36
     South, Range 2 West of the Willamette Meridian in Jackson County, Oregon,
     thence South 89DEG.54'15" East 1322.34 feet to the southwest corner of the
     tract described in Volume 57 page 80 of the Deed Records of Jackson County,
     thence North 31DEG.02' West 35.045 feet to the true point of beginning;
     thence North 89DEG.54'15" West 644.46 feet to a point which is South
     89DEG.54'15" East 660 feet from the north-south centerline of said Section
     4; thence North 0DEG.21'45" West to a point on the southwesterly line of
     Wheeler Road as described in Volume 57 page 80, said Deed Records of said
     County; thence South 31DEG.02' East along said line to the true point of
     beginning. 

     D-395 ITEM 8:  Beginning on a point on the north line of Section 32 in
     Township 35 South of Range 2 West of the Willamette Meridian in Jackson
     County, Oregon, which bears south 89DEG.56' west 1,988.5 feet from the
     northeast corner of said Section 32; thence south 0DEG.20' east parallel to
     the east line of the west half of the northeast quarter of said section
     1,320 feet; thence south 89DEG.56' west 660 feet more or less to the west
     line of said west half of the northeast quarter; thence north 0DEG.20' west
     along the west line of said west half of the northeast quarter a distance
     of 1,320 feet to the north line of said Section 32; thence north 89DEG.56'
     east along said line a distance of 660 feet more or less to the point of
     beginning. 

     D-395 ITEM 9:  Lot 14, Whistler's Park Estates, Douglas County, State of
     Oregon. 

     D-395 ITEM 10:  Lot Five, Block Three of Sams Valley Park Subdivision in
     Jackson County, Oregon. 


                             F--OTHER PROPERTY AND RIGHTS


RILDA CANYON ACCESS ROAD/PARKING LOT--PARCEL NUMBERS EM-477 AND EM-485

     Lands in EMERY County, State of UTAH 

     Beginning at a point which is South 1320.0 feet and East 907.32 feet from
     the center of Section 22, T. 16S., R. 7E., SLM; said point being on the
     South boundary line of the Northwest 1/4 of the Southeast 1/4 of said
     Section 22; thence West 25.09 feet; thence N.37DEG.07'40"E. 193.51 feet to
     the beginning of a circular curve to the right having a radius of 1020.0
     feet and a delta angle of 19DEG.39'52"; thence Northeasterly along said
     curve an arc length of 350.08 feet (chord bears N.46DEG.57'36"E. 348.36
     feet); thence N.56DEG.47'32"E. 390.63 feet to the beginning of a circular
     curve to the left having a radius of 105.0 feet and a delta angle of
     36DEG.33'39"; thence Northeasterly along said curve an arc length of 67.00
     feet (chord bears N.38DEG.30'43"E. 65.87 feet); thence
     N.20DEG.13'53"E. 0.90 feet to the beginning of a circular curve to the left
     having a radius of 70.0 feet and a delta angle of 38DEG.43'53"; thence
     Northerly along said curve an arc length of 109.63 feet (chord bears
     N.24DEG.38'03"W. 98.76 feet); thence S.69DEG.30'00"E. 180.00 feet to the
     beginning of a non-tangent circular curve to the left having a radius of
     70.0 feet and a delta angle of 90DEG.16'07"; thence Southerly along said
     curve an arc length of 110.28 feet (chord bears S.65DEG.21'57"W. 99.23
     feet); thence S.20DEG.13'53"W. 0.05 feet to the beginning of a circular
     curve to the right having a radius of 145.0 feet and a delta angle of
     36DEG.33'39"; thence Southwesterly 

                                      33


     along said curve an arc length of 92.53 feet (chord bears S.38DEG.30'43"W. 
     90.96 feet); thence S.56DEG.47'32"W. 390.63 feet to the beginning of a 
     circular curve to the left having a radius of 980.0 feet and a delta angle 
     of 19DEG.39'52"; thence Southwesterly along said curve an arc length of 
     336.35 feet (chord bears S.46DEG.57'36"W. 334.70 feet); thence 
     S.37DEG.07'40"W. 163.23 feet to the South boundary line of the Northwest 
     1/4 of the Southeast 1/4 of said Section 22; thence West 25.09 feet to the 
     point of beginning; also 

     Beginning at a point which is South 935.66 feet and East 1314.91 feet from
     the center of Section 22, T. 16S., R. 7E., SLB&M; said point being at the
     beginning of a non-tangent circular curve to the right having a radius of
     20.0 feet and a delta angle of 88DEG.47'17"; thence Southeasterly along
     said curve an arc length of 30.99 feet (chord bears S.78DEG.48'51"E. 27.98
     feet); thence S.34DEG.25'13"E. 18.40 feet to the beginning of a circular
     curve to the right having a radius of 20.0 feet and a delta angle of
     84DEG.25'16"; thence Southerly along said curve an arc length of 29.47 feet
     (chord bears S.7DEG.47'25"W. 26.87 feet); thence S.56DEG.15'41"W. 137.56
     feet to the beginning of a non-tangent circular curve to the left having a
     radius of 25.0 feet and a delta angle of 90DEG.00'00"; thence Southerly
     along said curve an arc length of 39.27 feet (chord bears
     S.5DEG.00'02"W. 35.36 feet); thence S.39DEG.59'53"E. 130.0 feet to the
     beginning of a non-tangent circular curve to the left having a radius of
     25.0 feet and delta angle of 90DEG.00'00"; thence Southeasterly along said
     curve an arc length of 39.27 feet (chord bears S.84DEG.59'53"E. 35.36
     feet); thence N.56DEG.35'23"E. 305.01 feet to the beginning of a
     non-tangent circular curve to the left having a radius of 60.0 feet and
     delta angle of 90DEG.00'00"; thence Northeasterly along said curve an arc
     length of 94.24 feet (chord bears N.5DEG.00'02"E. 84.85 feet); thence
     N.46DEG.08'41"W. 130.75 feet to the beginning of a non-tangent circular
     curve to the left having a radius of 46.0 feet and delta angle of
     90DEG.00'00"; thence Northwesterly along said curve an arc length of 72.26
     feet (chord bears N.84DEG.59'53"W. 65.05 feet); thence
     S.27DEG.15'25"W. 93.12 feet to the beginning of a non-tangent circular
     curve to the right having a radius of 20.0 feet and a delta angle of
     95DEG.34'44"; thence Northwesterly along said curve an arc length of 33.36
     feet (chord bears N.82DEG.12'35"W. 29.63 feet); thence
     N.34DEG.25'13"W. 8.90 feet to the beginning of a circular curve to the
     right having a radius of 20.0 feet and a delta angle of 91DEG.12'43";
     thence along said curve an arc length of 31.84 feet (chord bears
     N.11DEG.11'09"E. 28.58 feet); thence S.56DEG.47'31"W. 80.02 feet to the
     point of beginning. 

PARK CITY LANDS--PARCELS NUMBERS SU-037 AND SU-038

     Lands in SUMMIT County, State of UTAH 

     Beginning at a point North 705.59 feet and West 656.54 feet from the
     Southwest Corner of the Southeast Quarter of the Northeast Quarter of
     Section 16, Township 2 South, Range 4 East, Salt Lake Base & Meridian, said
     point is also located N.35DEG.59'W. 115.00 feet and N.54DEG.01'00"E. 127.41
     feet from the survey monument located at the intersection of Park Avenue
     and 9th Street; and running thence N.52DEG.40'35"E. 38.49 feet; thence
     S.36DEG.12'28"E. 27.33 feet; thence N.56DEG.00'02"E. 59.38 feet; thence
     S.43DEG.33'48"E. 23.44 feet to a point on a 155.00 foot radius curve to the
     left, whose radius point bears S.75DEG.26'06"E.; thence along the arc of
     said curve 19.45 feet through a central angle of 7DEG.11'28" to a point on
     a 302.00 foot radius curve to the left whose radius point bears
     S.17DEG.27'17"E.; thence along the arc of said curve 37.59 feet through a
     central angle of 7DEG.07'56" to a point on a 42.00 foot radius curve to the
     left, whose radius point bears S.24DEG.35'13"E.; thence along the arc of
     said curve 74.50 feet through a central angle of 101DEG.38'09" to a point
     on a 302.00 foot radius curve to the left, whose radius point bears
     N.53DEG.46'38"E.; thence along the arc of said curve 27.95 feet through a
     central angle of 5DEG.18'09" to a point of a 15.00 foot radius curve to the
     right, whose radius point bears S.48DEG.28'30"W.; thence along the arc of
     said curve 7.79 feet through a central angle of 29DEG.44'47"; thence
     S.58DEG.45'01"W. 12.36 feet; thence N.26DEG.46'00"W. 14.00 feet; thence
     N.29DEG.53'00"W. 50.00 feet; thence N.32DEG.16'00"W. 67.72 feet to the
     point of beginning; also 

                                      34


     Beginning at a point North 598.89 feet and West 578.60 feet from the
     Southwest Corner of the Southeast Quarter of the Northeast Quarter of
     Section 16, T. 2S., R. 4E., S.L.M., said point is also located
     S.28DEG.50'00"E. 1.09 feet and N.61DEG.10'00"E. 128.93 feet from the survey
     monument located at the intersection of Park Avenue and 9th Street; said
     point is also on a 15.00 foot radius curve to the left, whose radius point
     bears S.78DEG.13'17"W.; and running thence along the arc of said curve 7.79
     feet through a central angle of 29DEG.44'47" to a point of a 302.00 foot
     radius curve to the right, whose radius point bears N.48DEG.28'30"E; thence
     along the arc of said curve 27.95 feet through a central angle of
     5DEG.18'09" to a point on a 42.00 foot radius curve to the right, whose
     radius point bears N.53DEG.46'38"E.; thence along the arc of said curve
     74.50 feet through a central angle of 101DEG.38'09" to a point on a 302.00
     foot radius curve to the right, whose radius point bears S.24DEG.35'13"E.;
     thence along the arc of said curve 37.59 feet through a central angle of
     7DEG.07'56" to a point on a 155.00 foot radius curve to the left, whose
     radius point bears S.82DEG.37'34"E.; thence along the arc of said curve
     69.83 feet through a central angle of 25DEG.48'41" to a point on a 15.00
     foot radius curve to the right, whose radius point bears S.71DEG.33'46"W.;
     thence along the arc of said curve 20.21 feet through a central angle of
     77DEG.11'14"; thence S.58DEG.45'00"W. 35.93 feet to the point of beginning.


                                 H--OFFICE BUILDINGS


LAKE DISTRICT SERVICE CENTER--PARCEL NUMBER DV-170

     Lands in DAVIS County, State of UTAH 

     A tract of land situated in the NW1/4 of the SW1/4 of Section 26, T. 2N.,
     R. 1W., S.L.M., described as follows: Beginning at a point on the North
     line of the said Southwest Quarter lying on the East Right of Way line of
     1800 West Street, said point being South 89DEG.56'39" East 70.12 feet from
     the Northwest corner of the said Southwest Quarter (West One Quarter
     Corner, a found brass cap) of said Section 26; thence continuing South
     89DEG.56'39" East along the North line of the said Southwest quarter,
     532.65 feet; thence South 0DEG.13'19" East 814.00 feet; thence North
     89DEG.56'39" West 535.51 feet to a point on the East Right of Way line of
     1800 West Street; thence North 0DEG.19'07" West along said Right of Way
     line, 409.50 feet to a Right of Way Marker; thence North 0DEG.16'55" East
     along said Right of Way line 404.50 feet to the point of beginning. 

ENERGY WEST OFFICE--PARCEL NUMBER EM-476

     Lands in EMERY County, State of UTAH 

     Beginning at the Southwest corner of Lot 1, Block 37, Huntington Townsite
     Survey; thence East 0.25 feet, thence North 235.25 feet, thence West 0.50
     feet, thence South 235.25 feet, thence East 0.25 feet, more or less, to the
     point of beginning. 

WASATCH FRONT BUSINESS CENTER--PARCEL NUMBER SL-842

     Lands in SALT LAKE County, State of UTAH 

     Proposed Lot 103A, Lake Park Corporate Centre, being specifically described
     as follows: 

     Beginning at a point S.89DEG.58'39"W. 904.599 feet along the Section line
     and North 51.440 feet from the Northeast Corner of Section 30, Township 1
     South, Range 1 West, Salt Lake Base and Meridian, and running thence South
     601.574 feet to the golf course property described and recorded in Book
     7483, beginning on Page 1058 of the official records of the Salt Lake
     County Recorder's office; thence N.63DEG.47'23"W. 269.115 feet; thence
     S.79DEG.05'55"W. 167.569 feet; thence West 53.112 feet; thence
     N.04DEG.40'38"E. 421.995 feet to the Southerly right-of-way line of Lake
     Park Boulevard; thence along 

                                      35


     last said right-of-way line N.80DEG.30'00"E. 199.148 feet; thence 
     N.78DEG.11'16"E. 173.521 feet along the South line of a widened portion 
     of said Lake Park Boulevard; thence Northeasterly 63.735 feet along an 
     844.000 foot radius curve to the left (Delta = 04DEG.19'36" and chord 
     bears N.66DEG.28'56"E. 63.720 feet) to the point of beginning. 

EVANSTON TECH OPS CENTER--PARCEL NUMBER UY-013

     Lands in UINTA County, State of WYOMING 

     Lot 3 in Block 2 of the Evanston Industrial Center Addition to the City of
     Evanston. 

H-41--ROSEBURG OFFICE/SERVICE CENTER

     In DOUGLAS County, State of OREGON: 

     H-41--ITEM 2: Commencing at the Northwest corner of the Charles Smith
     Donation Land Claim No. 43 in Section 11, Township 28 South, Range 6 West
     of the Willamette Meridian; thence South 33DEG.47'44" West 947.50 feet
     (record South 34DEG.44' West 952.7 feet) to the southeasterly corner of
     that tract described in Book 898, Page 177 of the Deed records of Douglas
     County, Oregon, said point being on the westerly boundary of the right of
     way of Pacific Highway 99, and from which a 3/4 inch iron bolt bears North
     75DEG.32' West 0.49 feet; thence North 14DEG.28'29" East (record North
     15DEG.39' East) along said right of way boundary 391.13 feet to a 5/8 inch
     diameter iron pin for the true POINT OF BEGINNING; thence continuing along
     said westerly right of way boundary, North 14DEG.28'29" East 643.12 feet to
     a 5/8 inch diameter iron pin at the northeast corner of said described
     tract; thence leaving said westerly right of way boundary, North
     75DEG.36'08" West 412.53 feet (record North 74DEG.21' West 413.1 feet) to
     the northwest corner of said described tract, being on the easterly
     boundary of the Southern Pacific Railroad lands; thence South 15DEG.47'48"
     West along said easterly boundary 352.34 feet; thence south 74DEG.12'12"
     East 30.00 feet to a 5/8 inch diameter iron pin; thence continuing along
     said easterly boundary, South 15DEG.47'48" West 290.23 feet to a 5/8 inch
     diameter iron pin; thence leaving said easterly boundary South 75DEG.36'08"
     East 397.37 feet to the point of beginning. 

H-49--CLATSOP SERVICE CENTER

     In CLATSOP County, State of OREGON: 

     H-49--ITEM: Tract 11, Rodney Acres, in the City of Warrenton. 

H-50--ADDITION TO GRANTS PASS SERVICE CENTER

     In JOSEPHINE County, State of OREGON: 

     H-50--ITEM: A tract of land situated in the Southeast Quarter of Section
     19, Township 36 South, Range 5 West, of Willamette Meridian, described as
     follows: Beginning at a point which is 1755 feet North and 1302 feet East
     of the South Quarter corner of said Section, said point being on the West
     boundary of the county road; thence North 106 feet, more or less, to the
     Southeast corner of a parcel of land conveyed to the Union Oil Company, by
     deed recorded in Deed Book 54, at page 454; thence West 203 feet to the
     center of irrigation ditch; thence South 10DEG. 20'00" East along the
     center of said ditch, 107.64 feet to a point West of the point of
     beginning; thence East 184 feet to the point of beginning; except that
     portion lying within relocated 6th Street as described in Final Order in
     Case No. 77-557L, Josephine County Court Records. 

                                      36


H-51--STAYTON OFFICE/SERVICE CENTER

     In MARION County, State of OREGON: 

     H-51--ITEM: Lots 2, 3, 7 and 8, Block 1, STAYTON INDUSTRIAL PARK in the
     City of STAYTON. 

H-52--PENDLETON SERVICE CENTER

     In UMATILLA County, State of OREGON: 

     H-52--ITEM: Lot 2 of Partition Plat 1994-39 recorded November 30, 1994 in
     Partition Plat records; situated in the Southwest Quarter of Section 5,
     Township 2 North, Range 32 East, of the Willamette Meridian. 

H-53--SISKIYOU (YREKA) POWER BUILDING

     In SISKIYOU County, State of CALIFORNIA: 

     H-53--ITEM: Parcel 1, as shown on that certain parcel map for Edward and
     Sandra Miley Trusts, being located in the North  1/2 of Section 34, T. 45
     N., R. 7 W., M.D.M. filed for record January 21, 1994, in parcel map book
     11, page 116, Siskiyou County Recorder's Office. 

H-54--YAKIMA OPERATIONS CENTER

     In YAKIMA County, State of Washington: 

     H-54--ITEM: All that part of Tracts 8 and 7, J.H. Hathaway's Five Acre
     Tracts in Section 13, Township 13, Range 18 East, W.M., described as
     follows: 

     Beginning at the southwest corner of Tract 8, J. H. Hathaway's Five Acre
Tracts, according to the plat recorded in volume "A" of Plats, page 26, records
of said County; thence north along the west line of said tract, 311 feet; thence
east parallel with the south line of said tract, 315 feet; thence south 311
feet; thence west to the point of beginning; with all appurtenances and
improvements thereto. 

     IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by an Authorized Executive
Officer of the Company, and its corporate seal to be attested to by its
Secretary or one of its Assistant Secretaries for and in its behalf, and The
Chase Manhattan Bank has caused its corporate name to be hereunto affixed, and
this instrument to 

                                      37


be signed and sealed by one of its Vice Presidents or one of its Assistant 
Vice Presidents, and its corporate seal to be attested to by one of its 
Senior Trust Officers, all as of the day and year first above written.



          [SEAL]                                  PACIFICORP

                                                  By  /s/ W. E. Peressini
                                                     --------------------------
                                                        WILLIAM E. PERESSINI
                                                   VICE PRESIDENT AND TREASURER

          /s/ Lenore M. Martin
          -------------------------
Attest:      LENORE M. MARTIN
            ASSISTANT SECRETARY




          
          [SEAL]                                  THE CHASE MANHATTAN BANK
                                                  as Trustee

                                                  By  /s/ Glenn G. McKeever
                                                     --------------------------
                                                         GLENN G. MCKEEVER
                                                          VICE PRESIDENT

          /s/ L. O'Brien
          ------------------------
Attest:          L. O'BRIEN
           SENIOR TRUST OFFICER


                                      38


STATE OF OREGON            )
COUNTY OF MULTNOMAH        ) SS.:

          On this 3rd day of November, 1998, before me, SHERYL L. STRATTON, a
Notary Public in and for the State of Oregon, personally appeared WILLIAM E.
PERESSINI AND LENORE M. MARTIN, known to me to be a Vice President and Treasurer
and an Assistant Secretary, respectively, of PACIFICORP, an Oregon corporation,
who being duly sworn, stated that the seal affixed to the foregoing instrument
is the corporate seal of said corporation and acknowledged this instrument to be
the free, voluntary and in all respects duly and properly authorized act and
deed of said corporation. 

          IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.



                                            /s/ Sheryl Lee Stratton
                                            ----------------------------------

      [SEAL]                                My commission expires: May 25, 2000
                                            Residing at: Portland, Oregon
                                            Commission No. 053955

STATE OF NEW YORK            )
COUNTY OF NEW YORK           ) SS.:

          On this 4th day of November, 1998, before me, Emily Fayan,
a Notary Public in and for the State of New York, personally appeared GLENN G.
MCKEEVER AND L. O'BRIEN, known to me to be a Vice President and a Senior Trust
Officer, respectively, of THE CHASE MANHATTAN BANK, a New York corporation, who
being duly sworn, stated that the seal affixed to the foregoing instrument is
the corporate seal of said corporation and acknowledged this instrument to be
the free, voluntary and in all respects duly and properly authorized act and
deed of said corporation. 

          IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.

[SEAL]

                                    /s/ Emily Fayan
                                    ------------------------------------
                                    Notary Public, State of New York


                                              [STAMP]



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