PACIFICORP /OR/ (Form: 8-K, Received: 06/14/2005 14:56:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 13, 2005

PACIFICORP

(Exact name of registrant as specified in its charter)

STATE OF OREGON
(State or other jurisdiction
of incorporation)
1-5152
(Commission
File No.)
93-0246090
(I.R.S. Employer
Identification No.)

825 N.E. Multnomah, Suite 2000, Portland, Oregon
(Address of principal executive offices)
97232-4116
(Zip Code)

Registrant’s telephone number, including area code:

(503) 813-5000

______________________________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

OTHER EVENTS

On June 13, 2005, PacifiCorp issued $300.0 million of its 5.25% Series of First Mortgage Bonds due June 15, 2035.

PacifiCorp intends to use the proceeds for the reduction of short-term debt.

The Underwriting Agreement among PacifiCorp and the several underwriters of the First Mortgage Bonds dated June 8, 2005, and the Eighteenth Supplemental Indenture to PacifiCorp’s Mortgage and Deed of Trust, between PacifiCorp and JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee, which relates to the First Mortgage Bond issuance and is dated as of June 1, 2005, are attached as exhibits under Item 9.01.

Item 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

1. Underwriting Agreement dated June 8, 2005.

4. Eighteenth Supplemental Indenture, dated as of June 1, 2005, to PacifiCorp’s Mortgage and Deed of Trust Dated as of January 9, 1989.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PACIFICORP (Registrant)
	By	/s/ Andrew P. Haller

		Andrew P. Haller Senior Vice President, General Counsel and Corporate Secretary
Date: June 14, 2005

Exhibit 1

PACIFICORP

$300,000,000

First Mortgage Bonds

5.25% Series due 2035

UNDERWRITING AGREEMENT

June 8, 2005

Barclays Capital Inc.

Credit Suisse First Boston LLC

ABN AMRO Incorporated

BNP Paribas Securities Corp.

Scotia Capital (USA) Inc.

Wachovia Capital Markets, LLC

Wells Fargo Securities, LLC

c/o Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, N. Y. 10010

Ladies and Gentlemen:

The undersigned, PacifiCorp, an Oregon corporation (the “Company”), hereby confirms its agreement with the several Underwriters as follows:

1. Definition of Certain Terms . Except as may otherwise be defined herein, the following terms used herein shall have the following meanings:

(a)	“Act” shall mean the Securities Act of 1933, as amended.
(b)	“Articles” shall mean the Third Restated Articles of Incorporation of the Company.

(d)	“Commission” shall mean the Securities and Exchange Commission.

(e)	“Counsel for the Company” shall mean Stoel Rives LLP.
(f)	“Counsel for the Underwriters” shall mean Milbank, Tweed, Hadley & McCloy LLP.

(g) “Effective Date” shall mean, with respect to the Registration Statement at any time, the later of (i) the date that such Registration Statement or any post-effective amendment thereto was or is declared effective by the Commission under the Act and (ii) the date that the Company’s Annual Report on Form 10-K for its most recently completed fiscal year is filed with the Commission under the Exchange Act, in each case at such time.

(h)	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(i) “Incorporated Documents” shall mean the documents filed by the Company with the Commission under the Exchange Act that are, or are deemed to be, incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3 under the Act.

(j) “Mortgage” shall mean the Company’s Mortgage and Deed of Trust, dated as of January 9, 1989, with JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as successor trustee (the “Trustee”), as heretofore amended and supplemented by supplemental indentures, and as it is to be further amended and supplemented by the Supplemental Indenture.

(k) “Prospectus” shall mean the combined prospectus relating to, among other securities, the Bonds included in the Registration Statement pursuant to Rule 429 of the Regulations under the Act, as supplemented by a prospectus supplement specifying the terms of the Bonds and the plan of distribution thereof (the “Prospectus Supplement”), as filed pursuant to Rule 424(b) of the Regulations under the Act, including the Incorporated Documents.

(l) “Registration Statement” shall mean the registration statement on Form S-3 (No. 333-91411) (the “Registration Statement”), including the combined prospectus therein (relating to $1,850,000,000 aggregate offering price of the Company’s first mortgage bonds, including the Bonds, no par serial preferred stock and unsecured debt securities) and exhibits thereto, for the registration under the Act of $1,550,000,000 aggregate offering price of the Company’s first mortgage bonds, including the Bonds, no par serial preferred stock and unsecured debt securities, in each case, filed by the Company with the Commission, as amended and supplemented to the date of this Agreement and deemed to include the Incorporated Documents. If the Company has filed an abbreviated registration statement to register additional first mortgage bonds pursuant to Rule 462(b) under the Act (the “ Rule 462(b) Registration Statement ”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement.

(m) “Regulations” shall mean the applicable published rules and regulations of the Commission under the Act, the Exchange Act and the Trust Indenture Act, as the case may be.

(n) “Statements of Eligibility” shall mean the part of the Registration Statement that constitutes the statements of eligibility on Form T-1 under the Trust Indenture Act.

(o) “Supplemental Indenture” shall mean the Eighteenth Supplemental Indenture to the Mortgage to be dated as of June 1, 2005 relating to the Bonds in substantially the form heretofore delivered to the Underwriters.

(p)	“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended.

(q) “Underwriters” shall mean the several firms or corporations named in Schedule I hereto and any underwriter substituted as provided in Section 4(c) hereof and “Underwriter” shall mean one of the Underwriters.

(r) “amend,” “amendment,” “amended,” “supplement” or “supplemented” with respect to the Registration Statement or the Prospectus shall mean amendments or supplements to the Registration Statement or the Prospectus, as the case may be, and Incorporated Documents filed after the date of this Agreement and prior to the completion of the distribution of the Bonds; provided , however , that any supplement to the Prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations under the Act with respect to an offering of the Company’s first mortgage bonds other than the Bonds shall not be deemed to be a supplement to, or a part of, the Prospectus.

2. Purchase and Sale . Upon the basis of the representations and warranties herein contained, and subject to the terms and conditions set forth in this Agreement, the Company agrees to sell to each Underwriter named in Schedule I hereto and such Underwriter agrees, severally and not jointly, to purchase from the Company, the principal amount of Bonds set forth opposite such Underwriter’s name in Schedule I hereto at a purchase price of 98.765% of the principal amount thereof plus accrued interest, if any, from June 13, 2005 to the Closing Date.

Barclays Capital Inc. and Credit Suisse First Boston LLC (the “Representatives”) represent that they have been authorized by each Underwriter to enter into this Agreement on behalf of such Underwriter, to confirm the statements described in Section 8(e) hereof and to act for it in the manner herein provided. All obligations of the Underwriters hereunder are several and not joint. Any action under or in respect of this Agreement may be taken by the Representatives and such action will be binding upon all the Underwriters.

The Company has been advised by the Underwriters that they propose to (i) make a public offering of the Bonds as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially offer the Bonds to the public at the public offering price set forth in the Prospectus.

3. Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, the several Underwriters as follows:

(a) Filing of Registration Statement and any Preliminary Prospectus with Commission . The Company meets the requirements for use of Form S-3 under the Act, the Company has filed with the Commission the Registration Statement and each preliminary prospectus relating to the Bonds, if any, required to be filed pursuant to Rule 424(b) of the Regulations under the Act; and the Registration Statement has been declared effective by the Commission under the Act and meets the requirements set forth in paragraph (a)(1)(ix) or (a)(1)(x) of Rule 415 of the Regulations under the Act and complies in all other material respects with such Rule 415.

(b) Registration Statement; Prospectus; Incorporated Documents . (i) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission; (ii) the Registration Statement, at the Effective Date, each preliminary prospectus relating to the Bonds, if any, at the time it is filed with the Commission, and the Prospectus, at the time it is filed with the Commission, complied and will comply, as the case may be, except in each case for Incorporated Documents, in all material respects with the applicable requirements of the Act and the Trust Indenture Act and the respective Regulations thereunder; (iii) the Registration Statement, at the Effective Date, did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (iv) the Prospectus, at the time it is filed with the Commission, will not and each preliminary prospectus relating to the Bonds, if any, at the time it was filed with the Commission, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) each Incorporated Document, at the time originally filed with the Commission pursuant to the Exchange Act, complied and will comply, as the case may be, in all material respects with the applicable requirements of the Exchange Act and the Regulations thereunder; provided , however , that the Company makes no representations or warranties as to (A) any of the Statements of Eligibility or (B) the information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters specifically for use in connection with the preparation of the Registration Statement or the Prospectus.

(c) Financial Statements . The consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus present fairly the financial condition and operations of the Company and its consolidated subsidiaries at the respective dates or for the respective periods to which they apply; such financial statements have been prepared in each case in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as otherwise indicated in the Registration Statement and the Prospectus; and PricewaterhouseCoopers LLP, who examined certain audited financial statements of the Company, and Deloitte Touche Tohmatsu, who has examined certain audited financial statements of PacifiCorp Australia Limited Liability Company, are each an independent registered public accounting firm as required by the Act and the Regulations thereunder.

(d) Material Changes or Transactions . Except as reflected in, or contemplated by, the Registration Statement and the Prospectus, since the respective most recent dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock or long-term debt of the Company (other than changes arising from transactions in the ordinary course of business), or any material adverse change in the business, affairs, business prospects, property or financial condition of the Company and its subsidiaries

taken as a whole, whether or not arising in the ordinary course of business, and since such dates there has not been any material transaction entered into by the Company other than transactions contemplated by the Registration Statement and the Prospectus, and transactions in the ordinary course of business; and the Company has no material contingent obligation that is not disclosed in the Registration Statement and the Prospectus.

(e) No Defaults . The Company is not in violation of the Articles or its Bylaws, as amended, or in default in the performance or observance of any material obligation, covenant or condition contained in any contract, agreement or other instrument to which it is a party or by which it may be bound, the effect of which is material to the Company and its subsidiaries taken as a whole, and neither the execution and delivery of this Agreement, the Mortgage or the Bonds, the consummation of the transactions herein or therein contemplated, the fulfillment of the terms hereof or thereof nor compliance with the terms and provisions hereof or thereof will conflict with, or result in a breach of, or constitute a default under (i) the Articles or such Bylaws, or any material contract, agreement or other instrument to which it is now a party or by which it may be bound or (ii) any order, rule or regulation applicable to the Company of any court or any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or over its properties, the effect of which, singly or in the aggregate, would be material to the Company.

(f) Agreement . This Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to any principles of public policy limiting the right to enforce the indemnification and contribution provisions contained herein.

(g) Mortgage . The Mortgage has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and the Mortgage conforms to the description thereof in the Prospectus.

(h) Bonds . The Bonds have been duly authorized by the Company and, when authenticated and delivered in accordance with the Mortgage and paid for by the purchasers thereof, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and will be entitled to the benefit of the security afforded by the Mortgage; and the Bonds conform to the description thereof in the Prospectus.

(i) Title to, and Description of, Properties; Lien of Mortgage on Properties . The Company has good and sufficient title to all the properties described as owned by it in, and subject to the lien of, the Mortgage (the “Properties”), subject only to Excepted Encumbrances (as defined in the Mortgage) and to minor defects and irregularities customarily found in

properties of like size and character that do not materially impair the use of the property affected thereby in the operation of the business of the Company; the descriptions in the Mortgage of such of the Properties as are described therein are adequate to constitute the Mortgage as a lien thereon; and the Mortgage constitutes a valid first lien on the Properties, which include substantially all of the permanent physical properties and franchises of the Company (other than those expressly excepted), subject only to the exceptions enumerated above in this Section 3(i).

(j) No Litigation . There are no legal or governmental proceedings pending or threatened against the Company or its subsidiaries that are required to be disclosed in the Registration Statement and the Prospectus other than those disclosed therein.

(k) Due Incorporation and Qualification of Company . The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Oregon with corporate power and corporate authority (i) to own its properties and conduct its business as described in the Prospectus and (ii) to execute and deliver, and perform its obligations under, this Agreement, the Mortgage and the Bonds; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole.

(l) Keeping of Records . The Company (i) makes and keeps books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its consolidated subsidiaries and (ii) maintains a system of internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Any certificate signed by any officer of the Company and delivered to the Underwriters or to Counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the statements made therein.

4. Closing; Delivery of Bonds; Defaulting Underwriters . (a) Closing . Delivery of the Bonds to the Underwriters, against payment of the purchase price therefor in immediately available funds by wire transfer to an account designated by the Company, shall be made prior to 1:00 P.M., New York City time, on June 13, 2005 through the facilities of The Depository Trust Company (“DTC”), or at such other time, date and location as may be agreed upon in writing by the Company and the Representatives. Delivery of the documents required by Section 6 hereof shall be made at such time and date at the offices of Milbank, Tweed, Hadley & McCloy LLP, or at such other location as may be agreed upon in writing by the Company and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date.”

(b) Delivery of Bonds . The certificates for the Bonds shall be registered in the name of “Cede & Co.,” as nominee of DTC, and delivered to DTC or its custodian not later than 1:00 P. M., New York City time, on the business day prior to the Closing Date. For the purpose of expediting the checking of the certificates for the Bonds by the Representatives on behalf of the Underwriters, the Company agrees to make such certificates available to the Representatives for such purpose at the offices of Milbank, Tweed, Hadley & McCloy LLP, in New York, New York, not later than 3:00 P.M., New York City time, on the business day prior to the Closing Date or at such other time and place as may be agreed upon by the Company and the Representatives.

(c) Defaulting Underwriters . If on the Closing Date any Underwriter shall fail to purchase and pay for the Bonds that such Underwriter has agreed to purchase and pay for hereunder on such date (otherwise than by reason of any failure on the part of the Company to comply with any of the provisions contained herein), the non-defaulting Underwriters shall be obligated, severally and not jointly, to take up and pay for (in addition to the respective principal amount of Bonds set forth opposite their respective names in Schedule I hereto) the principal amount of Bonds that such defaulting Underwriter or Underwriters failed to take up and pay for, up to a principal amount of Bonds equal to, in the case of each such non-defaulting Underwriter, ten percent (10%) of the principal amount of Bonds set forth opposite the name of such non-defaulting Underwriter in Schedule I hereto and the non-defaulting Underwriters shall have the right, within 24 hours of such default, either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another Underwriter or Underwriters, satisfactory to the Company, to take up and pay for the remaining principal amount of Bonds that the defaulting Underwriter or Underwriters agreed but failed to purchase. If any unpurchased Bonds still remain, then the Company shall be entitled to a further period of 24 hours within which to procure another party or other parties, members of the National Association of Securities Dealers, Inc. (or, if not members of such Association, who are not eligible for membership in such Association and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with such Association’s Conduct Rules) and satisfactory to the Representatives, to purchase such Bonds on the terms herein set forth. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have arranged for the purchase of such Bonds, or the Company notifies the non-defaulting Underwriters that they have arranged for the purchase of such Bonds, then the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date for a period of not more than three full business days beyond the expiration of the respective prescribed periods in order to effect whatever changes may thus be made necessary in the Registration Statement or the Prospectus or in any other documents or arrangements. In the event that none of the non-defaulting Underwriters or the Company has arranged for the purchase of such Bonds by another party or parties as above provided, then this Agreement shall terminate without any liability on the part of the Company or any Underwriter (other than an Underwriter that shall have failed or refused, otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder, to purchase and pay for the Bonds that such Underwriter has agreed to purchase as provided in Section 2 hereof), except as otherwise provided in Section 5(j) hereof.

5.	Covenants of the Company . The Company covenants and agrees that:

(a) Filing of Prospectus . The Company will promptly transmit copies of the Prospectus, and any amendments or supplements thereto, to the Commission for filing pursuant to Rule 424(b) of the Regulations under the Act.

(b) Copies of Registration Statement and Prospectus; Stop Orders . The Company will deliver to each of the Underwriters and Counsel for the Underwriters (i) one signed copy of the Registration Statement as originally filed, including copies of exhibits thereto (other than any exhibits incorporated by reference therein), (ii) signed copies of any amendments and supplements to the Registration Statement, including copies of the Incorporated Documents (other than exhibits thereto), and (iii) a signed copy of each consent and certificate included or incorporated by reference in, or filed as an exhibit to, the Registration Statement as so amended or supplemented; the Company will deliver to the Underwriters as soon as practicable after the date of this Agreement as many copies of the Prospectus as the Underwriters may reasonably request for the purposes contemplated by the Act; the Company will promptly advise the Underwriters of the issuance of any stop order under the Act with respect to the Registration Statement (as it may be amended or supplemented) or the institution of any proceedings therefor, or the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, of which the Company shall have received notice prior to the completion of the distribution of the Bonds; and the Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued.

(c) Filing of Amendments and Supplements . During the period when a prospectus relating to the Bonds is required to be delivered under the Act by any Underwriter or dealer, the Company will not file any amendment or supplement to the Registration Statement (including a Rule 462(b) Registration Statement), the Prospectus (including a prospectus relating to the Bonds filed pursuant to Rule 424(b) of the Regulations under the Act that differs from the Prospectus as first filed pursuant to such Rule 424(b)) or any Incorporated Document to which the Representatives shall reasonably object as to substance or Counsel for the Underwriters shall reasonably object as to form.

(d) Compliance with Act . During the period when a prospectus relating to the Bonds is required to be delivered under the Act by any Underwriter or dealer, the Company will comply so far as it is able, and at its own expense, with all requirements imposed upon it by the Act, as now and hereafter amended, and by the Regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealing in the Bonds during such period in accordance with the provisions hereof and the Prospectus.

(e) Certain Events and Amendments or Supplements . If, during the period when a prospectus relating to the Bonds is required to be delivered under the Act by any Underwriter or dealer, (i) any event relating to or affecting the Company or of which the Company shall be advised in writing by the Underwriters shall occur that as a result of which, in the Company’s opinion, the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the Act, the Exchange Act or the Trust Indenture Act or the respective Regulations thereunder, the Company will forthwith at its expense prepare and furnish to the Underwriters a reasonable number of copies of such amendment or supplement that will correct such statement or omission or effect such compliance; provided , however , that should such event relate solely to activities of any of the Underwriters, then the Underwriters shall assume the expense of preparing and

furnishing copies of any such amendment or supplement. Notwithstanding the foregoing, in case any Underwriter is required to deliver a prospectus relating to the Bonds after the expiration of nine months after the date of this Agreement, the Company upon the request of the Underwriters will, furnish to the Underwriters, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended Prospectus or supplements or amendments to the Prospectus complying with Section 10 of the Act.

(f) Blue Sky Qualifications . During the period when a prospectus relating to the Bonds is required to be delivered under the Act by any Underwriter or dealer, the Company will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Underwriters may designate and will file and make in each year such statements or reports as are or may be reasonably required by laws of such jurisdictions; provided , however , that the Company shall not be required to qualify as a foreign corporation or dealer in securities or to file any consents to service of process under the laws of any jurisdiction.

(g) Earning Statement . In accordance with Rule 158 of the Regulations under the Act, the Company will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) in reasonable detail covering the 12 months beginning not later than the first day of the month next succeeding the month in which occurred the effective date (within the meaning of Rule 158 of the Regulations under the Act) of the Registration Statement.

(h) Exchange Act Documents; Ratings Notification . The Company, during the period when a prospectus relating to the Bonds is required to be delivered under the Act by any Underwriter or dealer, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and the Company will promptly notify the Underwriters of any written notice given to the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 15c3-1 under the Exchange Act) of any intended decrease in any rating of any securities of the Company or of any intended change in any such rating that does not indicate the direction of the possible change, in each case by any such rating organization.

(i) No Issuance Period . Between the date of this Agreement and the earlier of (i) the termination of any trading restrictions with respect to the Bonds and (ii) the third business day after the date of this Agreement, the Company will not, without the prior written consent of the Representatives, sell, offer to sell, or enter into any agreement to sell, any of its first mortgage bonds.

(j) Payment of Expenses . Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay, except as otherwise expressly provided herein, all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation and filing of the Registration Statement and the Prospectus (and any amendments or supplements thereto), any preliminary prospectus relating to the Bonds and any Incorporated Documents and exhibits thereto, and this Agreement, (ii) the issuance and delivery of the Bonds to the Underwriters, (iii) the fees and disbursements of the Company’s counsel, including Milbank Tweed, Hadley & McCloy LLP in its role as counsel to the Company with regard to matters under the Public Utility Holding Company Act of 1935, and accountants, (iv) the fees and

expenses of the Trustee and its counsel, (v) the fees and expenses in connection with the rating of the Bonds by securities rating organizations, (vi) the expenses in connection with the qualification of the Bonds under securities laws in accordance with the provisions of Section 5(f) hereof, including filing fees and the fees and disbursements of Counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky survey, (vii) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus (and any amendments or supplements thereto), the Supplemental Indenture and the Incorporated Documents, (viii) the printing and delivery to the Underwriters of copies of any blue sky survey, (ix) any expenses incurred by the Company in connection with a “road show” presentation to potential investors and (x) the preparation, execution, filing and recording of the Supplemental Indenture. If this Agreement is terminated in accordance with the provisions of Section 6, 7 or 9 hereof, or if this Agreement is terminated pursuant to Section 4(c) hereof and could have been terminated in accordance with the provisions of Section 6, 7 or 9 hereof, the Company shall reimburse the Underwriters for their reasonable out-of-pocket expenses (other than counsel fees and disbursements) in an amount not exceeding $15,000 in the aggregate, and counsel fees and disbursements. The Company shall not be required to pay any amount for any expenses of the Underwriters except as provided in this Section 5(j). The Company shall not in any event be liable to any of the Underwriters for damages on account of the loss of anticipated profits.

(k) Promptly after the Closing Date, the Company will effect such filing and recordation with respect to the Mortgage in such manner and in all such places as may be required by law in order fully to preserve and protect the security of the holders of the Bonds under the Mortgage and, thereafter, will furnish the Representatives with an opinion of counsel that such filing and recordation with respect to the Mortgage have been effected.

6. Conditions to Underwriters’ Obligations . The several obligations of the Underwriters hereunder to purchase the Bonds shall be subject to the continuing accuracy of, and compliance with, the representations and warranties of the Company contained herein on the Closing Date (with the same force and effect as though expressly made on and as of the Closing Date, except that references therein to the Registration Statement and the Prospectus shall include any amendments or supplements thereto at the Closing Date), to the performance by the Company of its obligations to be performed hereunder on or prior to the Closing Date and to the following further conditions:

(a) Filing of Prospectus with Commission; No Stop Order; Regulatory Approvals . The Prospectus, and any amendments or supplements thereto, shall have been filed in the manner and within the time period required by Rule 424(b) of the Regulations under the Act and, if applicable, the Rule 462(b) Registration Statement shall have become effective by 10:00 a.m. New York City time on the business day following the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; the order dated May 17, 2005 of the Idaho Public Utilities Commission and the order dated May 9, 2005 of the Public Utility Commission of Oregon, each authorizing the issuance of the Bonds by the Company as contemplated by this Agreement; the order dated April 27, 1988 of the Public Utilities Commission of the State of California exempting any issuance of securities of the Company from its jurisdiction, the order of the Public Service Commission of Utah issued on February 23, 2001 exempting the issuance of certain

securities of the Company from its jurisdiction, the order of the Washington State Utilities and Transportation Commission issued on May 11, 2005 as to the compliance by the Company with the filing requirements of RCW 80.08.040 and the order dated September 13, 1996 (as clarified by letter order dated April 29, 1997) of the Public Service Commission of the State of Wyoming exempting any issuance of securities of the Company from its jurisdiction, in each case subject to certain conditions set forth therein, shall each be in full force and effect and shall not then be either contested or the subject of review or appeal, and such orders constitute the only approval, authorization, consent or other order of any governmental body legally required for the authorization of the issuance and sale of the Bonds by the Company pursuant to the terms of this Agreement, except such as may be required under the Act, the Trust Indenture Act or under state securities or blue sky laws; no authorization, approval or consent of the Commission under the Public Utility Holding Company Act of 1935 is necessary in connection with the issuance of the Bonds; and the Company shall have delivered to the Underwriters a certificate of the Company signed by the Chairman, the President and Chief Executive Officer, the Senior Vice President and General Counsel or the Treasurer of the Company, dated the Closing Date, to such effect with copies of such orders attached thereto and to the effect that, together with evidence thereof, the Company is validly existing as a corporation in good standing under the laws of the State of Oregon and that the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole.

(b) Opinion of Counsel for Company . The Company shall have furnished to the Underwriters the opinion of Counsel for the Company, dated the Closing Date, in form and substance satisfactory to Counsel for the Underwriters, to the effect that:

(i) the Company is a duly organized and validly existing corporation under the laws of the State of Oregon;

(ii) the Company has due corporate right and corporate authority to own its properties and to carry on the business in which it is engaged as described in the Prospectus and to execute and deliver, and perform its obligations under, this Agreement, the Mortgage and the Bonds;

(iii) the Mortgage has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as limited by laws with respect to or affecting the remedies for enforcement of the security provided for therein, which laws do not in the opinion of such counsel make such remedies inadequate for the practical realization of the benefits of such security, and by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and subject to requirements of reasonableness, good faith and fair dealing;

(iv) the Bonds conform as to legal matters to the description thereof and the statements in regard thereto contained in the Prospectus;

(v) the Bonds have been duly authorized and executed by the Company, and when authenticated and delivered in accordance with the Mortgage and paid for by the purchasers thereof, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and subject to requirements of reasonableness, good faith and fair dealing, and will be entitled to the benefit of the security afforded by the Mortgage;

(vi) the Company has good and sufficient title to the Properties, subject only to Excepted Encumbrances (as defined in the Mortgage) and to minor defects and irregularities customarily found in properties of like size and character that, in the opinion of such counsel, do not materially impair the use of the property affected thereby in the operation of the business of the Company; the descriptions in the Mortgage of such of the Properties as are described therein are adequate to constitute the Mortgage as a lien thereon; and the Mortgage constitutes a valid first lien on the Properties, which include substantially all of the permanent physical properties and franchises of the Company (other than those expressly excepted), subject only to the exceptions enumerated above in this paragraph (vi);

(vii) the Registration Statement, at the Effective Date, and the Prospectus, at the time it was filed pursuant to Rule 424(b) of the Regulations under the Act (except in each case as to financial statements and other financial data contained therein, upon which such opinion need not pass), complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the respective Regulations thereunder; the Registration Statement has become, and on the Closing Date is, effective under the Act and, to the best of such counsel’s knowledge, no proceedings for a stop order with respect thereto are threatened or pending under Section 8 of the Act; and in the course of acting as counsel to the Company in connection with the preparation by the Company of the Registration Statement and Prospectus, such counsel has (A) reviewed the Registration Statement and the Prospectus, (B) read the Incorporated Documents , and (C) participated in conferences and telephone conversations with officers and other representatives of the Company, the independent public accountants for the Company, and representatives and counsel for the Underwriters, during which conferences and conversations the contents of the Registration Statement and the Prospectus (and portions of the Incorporated Documents) and related matters were discussed. Such counsel has also reviewed and relied upon certain corporate records and documents, letters from counsel and accountants, and oral and written statements of officers and other representatives of the Company and others as to the existence and consequence of certain factual and other matters. Based solely on the foregoing, nothing has come to the attention of such counsel that has caused them to believe that the Registration Statement (except in each case as to financial statements and other financial data contained therein, upon which such opinion need not pass), at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact

required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except in each case as to financial statements and other financial data contained therein, upon which such opinion need not pass), at the time it was filed pursuant to Rule 424(b) of the Regulations under the Act or on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(viii)

this Agreement has been duly authorized, executed and delivered by the Company;

(ix) the Idaho Public Utilities Commission and the Public Utility Commission of Oregon have entered appropriate orders, which to the best knowledge of such counsel remain in full force and effect on the date of such opinion, each authorizing the issuance of the Bonds by the Company; the Washington Utilities and Transportation Commission has entered an appropriate order, which to the best knowledge of such counsel remains in full force and effect on the date of such opinion, as to the compliance by the Company with the filing requirements of RCW 80.08.040; and, together with certain exemptive orders that have been issued by each of the Public Utilities Commission of the State of California, the Public Service Commission of Utah and the Public Service Commission of Wyoming (which to the best of such counsel’s knowledge remain in full force and effect on the date of such opinion), such orders constitute the only approval, authorization, consent or other order of any governmental body legally required for the authorization of the issuance of the Bonds by the Company pursuant to the terms of this Agreement, except such as may be required under the Act, the Trust Indenture Act, the Federal Power Act, the Public Utility Holding Company Act of 1935 or under state securities or blue sky laws;

(x) the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, (A) the Articles or the Company’s Bylaws, as amended, or any indenture, mortgage, deed of trust or other material agreement for borrowed money the terms of which are known to such counsel to which the Company is a party or by which it may be bound or (B) any order, rule or regulation applicable to the Company of any state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its properties, the effect of which, singly or in the aggregate, is material to the Company; and

(xi) those portions of the Registration Statement or the Prospectus that are stated therein to have been made on the authority of such counsel have been reviewed by such counsel and, as to matters of law and legal conclusions, are correct.

In rendering such opinion, Counsel for the Company may rely, (i) as to matters involving the application of the laws of the State of New York, upon the opinion of Counsel for the Underwriters rendered pursuant to Section 6(d) hereof and (ii) as to matters of fact, to the

extent deemed proper, on certificates of responsible officers of the Company and its subsidiaries and of public officials. References to the Registration Statement and the Prospectus in this Section 6(b) shall include any amendments or supplements thereto at the date such opinion is rendered.

(c) Opinion of General Counsel of Company. The Company shall have furnished to the Underwriters the opinion of General Counsel of the Company, dated the Closing Date, in form and substance satisfactory to Counsel for the Underwriters, to the effect that:

(i) to the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened against the Company or its subsidiaries that are required to be disclosed in the Registration Statement and the Prospectus pursuant to the Act, the Exchange Act or the Regulations, other than those disclosed therein;

(ii) each Incorporated Document as originally filed pursuant to the Exchange Act (except as to financial statements and other financial data contained therein, upon which such opinion need not pass) complied as to form when so filed in all material respects with the requirements of the Exchange Act and the Regulations thereunder; and

(iii) the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any order, rule or regulation applicable to the Company of any court or any federal regulatory body having jurisdiction over the Company or its properties, the effect of which, singly or in the aggregate, is material to the Company.

In rendering such opinion, General Counsel to the Company may rely, (i) as to matters involving the application of the laws of the State of New York, upon the opinion of Counsel for the Underwriters rendered pursuant to Section 6(d) hereof and (ii) as to matters of fact, to the extent deemed proper, on certificates of public officials. References to the Registration Statement and the Prospectus in this Section 6(c) shall include any amendments or supplements thereto at the date such opinion is rendered.

(d) Opinion of Counsel for Underwriters . The Underwriters shall have received the opinion of Counsel for the Underwriters, dated the Closing Date, with respect to the matters set forth in paragraphs (iii), (iv) and (v), the first, second and third clauses of paragraph (vii) and paragraph (viii) of Section 6(b) hereof and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to Counsel for the Underwriters such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Counsel for the Underwriters may rely, (i) as to matters involving the application of laws other than the laws of the State of New York, upon the opinion of Counsel for the Company rendered pursuant to Section 6(b) hereof and (ii) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and its subsidiaries and of public officials.

(e) Letter of Accountants . PricewaterhouseCoopers LLP shall have furnished to the Underwriters a letter or letters, dated as of the date hereof and the Closing Date, in form and substance satisfactory to the Underwriters, confirming that it is an independent registered public accounting firm within the meaning of the Act and the Regulations thereunder with respect to the Company and its subsidiaries and stating in effect that:

(i) in its opinion, the consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus and audited by it comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations thereunder;

(ii) on the basis of a reading of the unaudited consolidated financial statements, if any, included or incorporated by reference in the Registration Statement and the Prospectus and the latest available interim unaudited consolidated financial statements of the Company, the performance of the procedures specified by the Public Company Accounting Oversight Board (United States) for a review of any such unaudited consolidated financial information as described in AU 722, Interim Financial Information , inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the shareholders and the Board of Directors of the Company and the Finance and Pricing Committees thereof through a specified date not more than five days prior to the Closing Date, nothing came to its attention that caused it to believe that: (A) any material modification should be made to the unaudited consolidated financial statements, if any, included or incorporated by reference in the Registration Statement and the Prospectus for them to be in conformity with generally accepted accounting principles or any such unaudited consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act or the Regulations thereunder; (B) for the period from April 1, 2005 to June 8, 2005, there were any decreases in consolidated revenues, earnings on common stock or earnings per common share as compared with the comparable period of the preceding year; or (C) at June 8, 2005, there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, except in all instances for changes or decreases that the Registration Statement or the Prospectus discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to the Underwriters; and

(iii) if unaudited pro forma financial statements are included or incorporated by reference in the Registration Statement and the Prospectus, on the basis of a reading of such financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the company acquired or to be acquired who have responsibility for financial and accounting matters and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in such pro forma financial statements, nothing came to its attention that caused it to believe that such pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that such pro forma adjustments have not been properly applied to such historical amounts in the compilation of such pro forma financial statements.

Such letter shall also cover such other matters as the Underwriters shall reasonably request, including but not limited to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the financial statements included or incorporated by reference in the Registration Statement and the Prospectus and any other information of an accounting, financial or statistical nature included therein. References to the Registration Statement and the Prospectus in this Section 6(d) shall include any amendments or supplements thereto at the Closing Date.

(f) Certificate . On the Closing Date, there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, as they may then be amended or supplemented, except as may otherwise be stated therein or contemplated thereby, any material adverse change in the condition of the Company and its subsidiaries taken as a whole, financial or otherwise, or in the earnings, affairs or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and the Underwriters shall have received a certificate of the Company signed by the Chairman, the President and Chief Executive Officer, the Senior Vice President and General Counsel or the Treasurer of the Company, dated as of the Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the other representations and warranties on the part of the Company contained in this Agreement are true and correct (with the same force and effect as though expressly made on and as of the Closing Date, except that references therein to the Registration Statement and the Prospectus shall include any amendments or supplements thereto at the Closing Date), (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement on or prior to the Closing Date and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission.

(g) Ratings . Moody’s Investors Service, Inc. and Standard & Poor’s shall have publicly assigned to the Bonds ratings of A3 and A-, respectively, which ratings shall be in full force and effect on the Closing Date (whether or not the subject of any possible downgrading).

(h) Other Documents . On the Closing Date, Counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds as hereby contemplated and related proceedings, or in order to evidence the accuracy or completeness of any of the representations or warranties, or the fulfillment of any of the conditions herein contained, and all proceedings taken by the Company in connection with the issuance and sale of the Bonds as hereby contemplated shall be satisfactory in form and substance to the Underwriters and Counsel for the Underwriters.

In case any of the conditions specified above in this Section 6 shall not have been fulfilled, this Agreement may be terminated by the Underwriters upon mailing or delivering written notice thereof to the Company. Any such termination shall be without liability of either party to the other party except as otherwise provided in Section 5(j) hereof and except for any liability under Section 8 hereof.

7. Conditions of Company’s Obligations . The obligations of the Company hereunder are subject to the conditions set forth in Section 6(a) hereof exclusive of the first and last clauses thereof. In case the condition specified above in this Section 7 shall not have been fulfilled, this Agreement may be terminated by the Company by mailing or delivering written notice thereof to the Underwriters. Any such termination shall be without liability of either party to the other party except as otherwise provided in Section 5(j) hereof and except for any liability under Section 8 hereof.

8. Indemnification and Contribution . (a) Indemnification by Company . The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in a preliminary prospectus relating to the Bonds, if any, including all documents then incorporated by reference therein pursuant to Item 12 of Form S-3, in the Incorporated Documents, in the Registration Statement or the Prospectus, or in the Registration Statement or the Prospectus as amended or supplemented (if any amendments or supplements thereto shall have been made), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement to either thereof) or arising out of, or based upon, statements in or omissions from any of the Statements of Eligibility; provided , however , any such indemnity for a preliminary prospectus relating to the Bonds, if any, or the Prospectus shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) on account of any loss, liability, claim, damage or expense arising from the sale of the Bonds to any person if the Prospectus or any amendments or supplements to the Prospectus shall have been furnished to any Underwriter on a timely basis and in such quantities to permit such Underwriter to send or give to such person and it shall be established that such Underwriter shall have failed to send or give to such person (i) with or prior to the written confirmation of such sale, a copy of the Prospectus or such amendment or supplement, except the Incorporated Documents, and the untrue statement or omission of a material fact contained in such preliminary prospectus or the Prospectus and giving rise to such loss, liability, claim, damage or expense was corrected in the Prospectus or such amendment or supplement or (ii) with or prior to the delivery of the Bonds to such person, a copy of such amendment or supplement to the Prospectus that shall have been furnished subsequent to such written confirmation and prior to such delivery, except the Incorporated Documents, and the untrue statement or omission of a material fact contained in the Prospectus and giving rise to such loss, liability, claim, damage or expense was corrected in such amendment or supplement;

(ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above.

(b) Indemnification of Company . Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and any amendments or supplements thereto, and each person, if any, who controls the Company within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 8(a) hereof, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or a preliminary prospectus relating to the Bonds, if any, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use in the Registration Statement (or any amendment or supplement thereto) or any such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

(c) General . Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve it from any liability on account of this indemnity agreement except to the extent that it has been prejudiced in any material respect by such failure or from any liability that it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party, in which case such indemnifying party cannot assume the control of the defense. Such firm shall be designated in writing by, in the case of parties indemnified under Section 8(b) hereof, the Representatives, and in the case of parties indemnified under Section 8(a) hereof, the Company. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. Fees and expenses to be paid by the indemnifying parties shall be reimbursed as they are incurred. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel, including any local counsel, for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of each indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability claims that are the subject matter of such proceeding and does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d) Contribution . If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) hereof in respect of any losses, liabilities, claims, damages or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, liabilities, claims, damages or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then such indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, liabilities, claims, damages or expenses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover page of the Prospectus Supplement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) Confirmation of Certain Statements . The Underwriters confirm that the statements with respect to the public offering of the Bonds set forth with respect to market making activities, in the seventh, eighth and ninth paragraphs under the caption “Underwriting” in the Prospectus Supplement, are correct and were furnished in writing to the Company by the Underwriters for inclusion in the Prospectus.

9. Termination . The Underwriters may, by notice to the Company, terminate this Agreement at any time at or prior to the Closing Date, if (a) a banking moratorium shall have been declared either by federal authorities or authorities in the States of New York or Oregon, (b) trading in securities generally on the New York Stock Exchange or of any securities of the Company shall have been suspended by the Commission or the New York Stock Exchange or there shall have been established by the Commission or the New York Stock Exchange, any federal or state agency or the decision of any court any limitation on the prices for such trading or any restrictions on the distribution of such securities, (c) any outbreak or material escalation of hostilities or other calamity or crisis affecting the financial markets of the United States shall have occurred, (d) a downgrading shall have occurred of the Bonds or any other securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 15c3-1 of the Regulations under the Exchange Act) or (e) any change in the business or properties of the Company shall have occurred, the effect of which is such as to make it impracticable to proceed with the sale or delivery

of the Bonds and, in the case of any of the events specified in clauses (a) through (d) of this Section 9, the effect of such event, singly or together with any other such events, is such as to make it, in the judgment of the Representatives, impracticable to proceed with the sale or delivery of the Bonds. Any termination hereof pursuant to this Section 9 shall be without liability of any party to any other party except as otherwise provided in Section 5(j) hereof and except for any liability under Section 8 hereof.

10. Representations, Warranties and Agreements to Survive Delivery . All representations, warranties and agreements contained in this Agreement, or contained in certificates signed by officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any controlling person of any Underwriter, or by or on behalf of the Company, and shall survive delivery of the Bonds to the Underwriters.

11. Miscellaneous . The validity and interpretation of this Agreement shall be governed by the laws of the State of New York. This Agreement shall inure to the benefit of the Company, the Underwriters and, with respect to the provisions of Section 8 hereof, each controlling person referred to in Section 8 hereof, and their respective successors, assigns, executors and administrators. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term “successors” as used in this Agreement shall not include any purchaser, as such purchaser, of any of the Bonds from any of the Underwriters. This Agreement may be executed in any number of separate counterparts all of which together shall constitute the same Agreement.

12. Notices and Authority to Act . All communications hereunder shall be in writing (which may be facsimile transmission) and effective only upon receipt and, if to the Underwriters, shall be sent to Barclays Capital Inc. at the address set forth at the beginning of this Agreement, or, if to the Company, shall be sent to it at PacifiCorp, 825 N.E. Multnomah, Suite 1900, Portland, Oregon 97232, Attention of Bruce Williams, Treasurer.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed duplicate hereof, whereupon this letter will become a binding agreement between the Company and the several Underwriters in accordance with its terms.

		Very truly yours, PACIFICORP
		By:	/s/ Bruce N. Williams

			Name: Bruce N. Williams Title: Treasurer

Accepted as of the date first above written.

BARCLAYS CAPITAL INC. CREDIT SUISSE FIRST BOSTON LLC By: Credit Suisse First Boston LLC
/s/ Arik Prawer

Name: Arik Prawer Title: Director

On behalf of themselves and

as Representatives of the

several Underwriters

SCHEDULE I

Underwriter	Principal Amount of Bonds

Barclays Capital Inc.	$	112,500,000
Credit Suisse First Boston LLC	$	112,500,000
ABN AMRO Incorporated	$	15,000,000
BNP Paribas Securities Corp.	$	15,000,000
Scotia Capital (USA) Inc.	$	15,000,000
Wachovia Capital Markets, LLC	$	15,000,000
Wells Fargo Securities, LLC	$	15,000,000

Total	$	300,000,000

Exhibit 4

PACIFICORP

(An Oregon Corporation)

JPMORGAN CHASE BANK, N.A.

(A National Banking Association)

(Formerly Known as The Chase Manhattan Bank)

As Trustee under PacifiCorp’s

Mortgage and Deed of Trust,

Dated as of January 9, 1989

Eighteenth Supplemental Indenture

Dated as of June 1, 2005

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

EIGHTEENTH SUPPLEMENTAL INDENTURE

THIS INDENTURE, dated as of the 1 ^st day of June, 2005, made and entered into by and between PACIFICORP, a corporation of the State of Oregon, whose address is 825 NE Multnomah, Portland, Oregon 97232 (hereinafter sometimes called the “Company”), and JPMORGAN CHASE BANK, N.A. (formerly known as The Chase Manhattan Bank), a national banking association whose address is 4 New York Plaza, 15 ^th Floor, New York, New York 10004 (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 the Company in accordance with the provisions of the Mortgage, this indenture (hereinafter called the “Eighteenth Supplemental Indenture”) being supplemental thereto.

W HEREAS , 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 Eighteenth Supplemental Indenture is to be recorded; and

W HEREAS , 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

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

W HEREAS , 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
Twelfth		September 1, 1996
Thirteenth		November 1, 1998
Fourteenth		November 15, 2001
Fifteenth		June 1, 2003
Sixteenth		September 1, 2003
Seventeenth		August 1, 2004

and

W HEREAS , 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:

	Series	Due Date	Aggregate Principal Amount Issued		Aggregate Principal Amount Outstanding

First	-10.45% Series due January 9, 1990	1/9/90	$	500,000	$	0
Second	-Secured Medium-Term Notes, Series A	various		250,000,000		0
Third	-Secured Medium-Term Notes, Series B	various		200,000,000		0
Fourth	-Secured Medium-Term Notes, Series C	various		300,000,000		116,724,000
Fifth	-Secured Medium-Term Notes, Series D	various		250,000,000		0
Sixth	-C-U Series	various		250,432,000		125,564,000
Seventh	-Secured Medium-Term Notes, Series E	various		500,000,000		183,500,000
Eighth	-6 3/4% Series due April 1, 2005	4/1/2005		150,000,000		0
Ninth	-Secured Medium-Term Notes, Series F	various		500,000,000		140,000,000
Tenth	-E-L Series	various		71,200,000		71,200,000
Eleventh	-Secured Medium-Term Notes, Series G	various		500,000,000		300,000,000
Twelfth	-Series 1994-1 Bonds	various		216,470,000		216,470,000
Thirteenth	-Adjustable Rate Replacement Series	2002		13,234,000		0
Fourteenth	-9 3/8% Replacement Series due 1997	1997		50,000,000		0
Fifteenth	-Bond Credit Series Bonds	various		498,589,753		0
Sixteenth	-Secured Medium-Term Notes, Series H	various		500,000,000		325,000,000
Seventeenth	-5.65% Series due 2006	11/1/06		200,000,000		200,000,000
Eighteenth	-6.90% Series due November 15, 2011	11/15/11		500,000,000		500,000,000
Nineteenth	-7.70% Series due November 15, 2031	11/15/31		300,000,000		300,000,000
Twentieth	-Collateral Bonds, First 2003 Series	12/1/14		15,000,000		15,000,000
Twenty-First	-Collateral Bonds, Second 2003 Series	12/1/16		8,500,000		8,500,000
Twenty-Second	-Collateral Bonds, Third 2003 Series	1/1/14		17,000,000		17,000,000
Twenty-Third	-Collateral Bonds, Fourth 2003 Series	1/1/16		45,000,000		45,000,000
Twenty-Fourth	-Collateral Bonds, Fifth 2003 Series	11/1/25		5,300,000		5,300,000
Twenty-Fifth	-Collateral Bonds, Sixth 2003 Series	11/1/25		22,000,000		22,000,000
Twenty-Sixth	-4.30% Series due 2008	9/15/08		200,000,000		200,000,000
Twenty-Seventh	-5.45% Series due 2013	9/15/13		200,000,000		200,000,000
Twenty-Eighth	-4.95% Series due 2014	8/15/14		200,000,000		200,000,000
Twenty-Ninth	-5.90% Series due 2034	8/15/34		200,000,000		200,000,000

and

W HEREAS , 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

W HEREAS , 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 a 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

W HEREAS , the Company now desires to create two 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

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

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 JPMorgan Chase Bank, N.A. (formerly known as 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;

T OGETHER W ITH 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.

I T I S H EREBY A GREED 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.

P ROVIDED T HAT 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;

A ND P ROVIDED F URTHER , 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;

T O H AVE A ND T O H OLD 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 JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee, and its successors and assigns forever;

I N T RUST N EVERTHELESS , 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 Eighteenth Supplemental Indenture being supplemental to the Mortgage;

A ND I T I S H EREBY C OVENANTED 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

Thirtieth Series of Bonds

SECTION 1.01. There shall be a series of bonds designated “5.25% Series due 2035” (herein sometimes referred to as the Thirtieth 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 Thirtieth Series shall mature on June 15, 2035 and shall be issued as fully registered bonds in the denomination of one thousand dollars and, at the option of the Company, 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 Thirtieth Series and to provide for exchangeability of such coupon bonds with the bonds of the Thirtieth Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

Bonds of the Thirtieth Series need not be issued at the same time and such series may be reopened at any time, without notice to or the consent of any then-existing holder or holders of any bond of the Thirtieth Series, for issuances of additional bonds of the Thirtieth Series in an unlimited principal amount. Any such additional bonds will have the same interest rate, maturity and other terms as those initially issued.

(II) Bonds of the Thirtieth Series shall bear interest at the rate of five and twenty-five hundredths per centum (5.25%) per annum payable semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”). Bonds of the Thirtieth Series shall be dated and shall accrue interest as provided in Section 2.06 of the Mortgage.

The initial Interest Payment Date is December 15, 2005. The amount of interest payable will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on any bond of the Thirtieth Series is not a Business Day, then payment of the interest payable on that date will be made on the next succeeding day which is a Business Day (and without any additional interest or other payment in respect of any delay), with the same force and effect as if made on such date.

Interest payable on any bond of the Thirtieth 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. So long as the bonds of the Thirtieth Series remain in book-entry only form, the “Record Date” for each Interest Payment Date shall be the close of business on the Business Day before the applicable Interest Payment Date. If the bonds of the Thirtieth Series are not in book-entry only form, the Record Date for each Interest Payment Date shall be the close of business on the first calendar day of the month of the applicable Interest Payment Date (whether or not a Business Day).

“ Business Day ” means, for purposes of this Section (II), a day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to remain closed.

Any interest on any bond of the Thirtieth 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 Thirtieth 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 Thirtieth Series and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with 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 Thirtieth 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 Thirtieth 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 Thirtieth 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 Thirtieth 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 and premium, if any, on each bond of the Thirtieth 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 Thirtieth Series shall not be redeemable prior to maturity at the option of any holder or holders of such bonds. Bonds of the Thirtieth Series shall be redeemable in whole or in part and at any time prior to maturity at the option of the Company. The redemption price shall include accrued and unpaid interest to the redemption date on the bonds to be redeemed, plus the greater of (a) one hundred per centum (100%) of the principal amount of bonds then Outstanding to be redeemed, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points, as calculated by an Independent Investment Banker. The Company shall give the Trustee notice of such redemption price immediately after the calculation thereof, and the Trustee shall have no responsibility for such calculation. If the Company elects to partially redeem the bonds of the Thirtieth Series, the Trustee shall select in a fair and appropriate manner the bonds of the Thirtieth Series to be redeemed.

“ Adjusted Treasury Rate ” means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“ Business Day ” means, for purposes of this Section (IV), a day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to remain closed.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the bonds of the Thirtieth Series to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such bonds (the “Remaining Life”).

“ Comparable Treasury Price ” means (a) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company and its successors, or if that firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company.

“ Reference Treasury Dealer ” means: (a) each of Barclays Capital Inc. and Credit Suisse First Boston LLC and their respective successors; provided that, if one of these parties ceases to be a primary U.S. Government securities dealer in New York City (“Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and (b) up to two other Primary Treasury Dealers selected by the Company.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

(V) Each bond of the Thirtieth 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 Thirtieth 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 Thirtieth Series shall be transferable, subject to any restrictions thereon set forth in any such bond of the Thirtieth Series, upon the surrender thereof for cancellation, together with a written instrument of transfer, if required by the Company, duly executed by the registered owner or by his, her or its 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 Thirtieth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other government 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 Thirtieth Series.

(VIII) After the execution and delivery of this Eighteenth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage and this Eighteenth Supplemental Indenture, it is contemplated that there shall be issued bonds of the Thirtieth Series in an initial aggregate principal amount of Three Hundred Million Dollars (U.S. $300,000,000).

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 Thirtieth 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 Thirtieth 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 Eighteenth Supplemental Indenture, have the meanings specified in the Mortgage. The terms defined in Article I of this Eighteenth Supplemental Indenture shall, for purposes of those respective Articles, have the meanings specified in Article I of this Eighteenth Supplemental Indenture.

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 Eighteenth 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 Eighteenth 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 Eighteenth Supplemental Indenture.

SECTION 3.04. Whenever in this Eighteenth 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 Eighteenth 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.

SECTION 3.05. Nothing in this Eighteenth 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

Eighteenth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Eighteenth 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 Eighteenth 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—ELECTRIC SUBSTATIONS AND SWITCHYARDS

Carlisle Substation

Lands in SALT LAKE County, State of UTAH

BEGINNING on the West line of Lot 13, Block 3, TEN ACRE PLAT B, BIG FIELD SURVEY, at a point 20.00 feet South 00°09’16” East from the Northwest corner of said Lot 13, said point also being 30.29 feet North 89°38’49” East along the Section Line and 658.27 feet South 00°09’16” East along the Monument Line on 1000 West Street from the North Quarter Corner of Section 35, Township 1 South, Range 1 West, Salt Lake Base and Meridian, and running thence North 89°58’23” East 258.00 feet; thence South 00°09’16” East 235.62 feet; thence South 89°58’23” West 258.00 feet; thence North 00°09’16” West 235.62 feet to the point of beginning.

Chapel Hill Substation

Lands in SALT LAKE County, State of UTAH

Parcel 1:

Lots 13, 14, and 15, Block 4, UNION FORT PLAT, according to the Official Plat hereof, on file and of record in the Office of the Salt Lake County Recorder.

Parcel 2:

All of Lots 9 and 10, Block 4, UNION FORT PLAT, according to the Official Plat on file with the Salt Lake County Recorder’s Office.

Together with 1 rod abutting on the South.

Parcel 3:

All of Lots 11 and 12, Block 4, UNION FORT PLAT, according to the Official Plat on file with Salt Lake County Recorder’s Office.

Together with 1 rod abutting on the South.

Parcel 4:

All of lot 16, Block 4, UNION PLAT (commonly known as UNION FORT PLAT), a subdivision of part of Section 29, Township 2 South, Range 1 East, Salt Lake Base and Meridian, according to the Official Plat thereof, on file and of record in the Office of the Salt Lake County Recorder.

Gordon Ave. Substation

Lands in DAVIS County, State of UTAH

A parcel of land situate in the Northeast Quarter of Section 21, Township 4 North, Range 1 West, Salt Lake Base and Meridian, Davis County, Utah. The boundaries of said parcel are described as follows, to-wit:

Beginning at a point on the South right-of-way line of Gordon Avenue which is 268.50 feet South 89°23’40” East along the Section line and 50.00 feet South from the Northwest Corner of the Northeast Quarter of said Section 21, and running thence South 89°23’40” East 510.77 feet along said South right-of-way line; thence South 25°46’34” West 144.48 feet; thence South 52°56’10” West 46.81 feet; thence South 58°31’43” West 51.45 feet; thence South 62°49’37” West 44.63 feet; thence South 83°44’55” West 28.35 feet; thence South 87°44’03” West 257.61 feet to the Easterly right-of-way line of Fort Lane, which is 1.5 feet Easterly of the top back of curb and gutter; thence along said right-of-way parallel to and 1.5 feet perpendicularly distant from said curb and gutter the following three (3) courses: 1) North 13°48’49” West 57.00 feet to a point on a 990.16-foot radius curve to the left; 2) Northwesterly 106.77 feet along the arc of said curve (chord bears North 16°54’10” West 106.71 feet) to a point on a 258.52-foot radius curve to the right; 3) Northwesterly 56.38 feet along the arc of said curve (chord bears North 13°44’39” West 56.26 feet); thence North 87°46’49” East 4.46 feet; thence North 45°33’33” East 17.06 feet to the point of beginning.

LESS AND EXCEPTING any portion that lies within the boundaries of Kays Creek.

LESS AND EXCEPTING any portion that lies within the boundaries of Fort Lane Street.

Wheelon Substation

Lands in BOX ELDER County, State of UTAH

Parcel 1:

A PART OF THE N1/2 OF SECTION 3, T. 12 N., R. 2 W. SLB&M, U.S. SURVEY; AND A PART OF THE SOUTH HALF OF SEC. 34, T. 13 N., R. 2 W. SLB&M, U.S. SURVEY, BEGINNING AT A POINT ON GRANTOR’S NORTH PROPERTY LINE LOCATED WEST ALONG THE QUARTER SECTION LINE FENCE 1380.21 FEET FROM THE EAST QUARTER CORNER OF SAID SECTION 34; SAID QUARTER CORNER BEING AN EXISTING FENCE CORNER; RUNNING THENCE SOUTH 13°01’20” EAST 265.20 FEET; THENCE SOUTH 6°49’05” EAST 578.36 FEET; THENCE SOUTH 28°33’39” EAST 458.08 FEET; THENCE SOUTH 1°35’16” EAST 245.73 FEET; THENCE SOUTH 14°48’07” EAST 459.78 FEET; THENCE SOUTH 22°55’27” EAST 552.54 FEET; THENCE SOUTH 7°27’28” WEST 219.34 FEET TO AN EXISTING BOUNDARY LINE FENCE; RUNNING THENCE NORTH 89°03’32” WEST ALONG SAID EXISTING FENCE 1253.64 FEET TO AN EXISTING FENCE POST; THENCE SOUTH 0°56’01” EAST 1434.41 FEET TO AN EXISTING FENCE POST; RUNNING THENCE ALONG A GULCH THE FOLLOWING ELEVEN COURSES: NORTH 54°30’46” WEST 202.07 FEET; NORTH 65°53’14” WEST 204.84 FEET; SOUTH 81°04’52” WEST 147.86 FEET; NORTH 89°10’53” WEST 178.63 FEET; NORTH 2°01’46” WEST 129.61 FEET; N. 24°27’31” WEST 190.15 FEET; SOUTH 24°59’33” WEST 119.71 FEET; NORTH 42°23’37” WEST 187.23 FEET; NORTH 67°36’41” WEST 258.32 FEET; NORTH 47°05’36” WEST 387.28 FEET; AND NORTH 77°14’09” WEST 226.68 FEET TO EASTERLY EDGE OF AN EXISTING ROAD; THENCE ALONG SAID EASTERLY EDGE OF ROAD THE FOLLOWING SEVENTEEN COURSES: NORTH 48°40’36” WEST 102.48 FEET; NORTH 28°58’21” WEST 101.44 FEET; NORTH 2°54’28” WEST 103.77 FEET; NORTH 7°40’07” EAST 345.84 FEET; NORTH 7°12’13” EAST 447.57 FEET; NORTH 5°56’08” EAST 170.36 FEET, NORTH 3°10’13” EAST 1089.01 FEET; NORTH 0°53’56” EAST 64.95 FEET; NORTH 2°30’45” EAST 102.08 FEET; NORTH 3°19’28” EAST 102.72 FEET; NORTH 2°46’57” EAST 102.96 FEET; NORTH 5°47’27” EAST 101.79 FEET; NORTH 14°15’30” EAST 100.08 FEET; NORTH 22°49’34” EAST 100.60 FEET; NORTH 29°13’45” EAST 102.50 FEET;

NORTH 36°35’04” EAST 106.45 FEET; AND NORTH 39°08’10” EAST 84.16 FEET TO GRANTOR’S NORTH PROPERTY LINE; THENCE EAST ALONG SAID NORTH LINE 1872.63 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM 60 FEET ACROSS THE NORTHERLY LINE FROM THE ABOVE DESCRIBED PROPERTY.

ALSO, EXCEPTING, A PART OF THE N1/2 OF SECTION 3, T. 12 N., R. 2 W. SLM. BEGINNING AT A POINT SOUTH 3581.94 FEET AND WEST 2711.53 FEET FROM THE EAST QUARTER CORNER OF SECTION 34, TOWNSHIP 13 NORTH, RANGE 2 WEST, SLM (EXISTING FENCE CORNER ACCEPTED AS SECTION CORNER PER PREVIOUS SURVEY), RUNNING THENCE SOUTH 24°59’33” WEST 319.71 FEET, THENCE NORTH 42°23’37” WEST 187.23 FEET; THENCE NORTH 67°36’41” WEST 89.54 FEET, THENCE NORTH 70°40’20” EAST 117.67 FEET; THENCE SOUTH 74°46’47” EAST 172.27 FEET, THENCE SOUTH 17°03’02” WEST 60.25 FEET TO THE POINT OF BEGINNING.

ALSO EXCEPTING, A PARCEL OF LAND LOCATED IN THE N1/2 OF SEC. 3, T. 32 N., R. 2 W. SLM, DESCRIBED AS FOLLOWS: COMMENCING AT THE E1/4 CORNER OF SEC. 34, T. 13 N., R. 2 W. SLB&M, THENCE SOUTH 3581.94 FEET, THENCE WEST 2711.53 FEET, THENCE SOUTH 24°59’33” WEST 119.71 FEET, THENCE NORTH 42°23’37” WEST 137.23 FEET, THENCE NORTH 67°36’41” WEST 89.54 FEET, TO THE POINT OF BEGINNING; THENCE NORTH 67°36’41” WEST 168.78 FEET, THENCE NORTH 47°05’36” WEST 207.28 FEET, THENCE NORTH 77°14’09” WEST 226.66 FEET TO THE EASTERLY RIGHT OF WAY LINE OF A DIRT ROAD, THENCE NORTH 48°40’36” WEST 33.47 FEET ALONG SAID EASTERLY RIGHT OF WAY OF SAID DIRT ROAD; THENCE SOUTH 77°14’09” EAST 260.38 FEET, THENCE SOUTH 47°05’36” EAST 288.69 FEET, THENCE SOUTH 67°36’41” EAST 179.00 FEET, THENCE NORTH 63°23’45” EAST 130.06 FEET, THENCE SOUTH 74°46’47” EAST 172.91 FEET, THENCE SOUTH 17°03’02” WEST 20.01 FEET, THENCE NORTH 74°46’ WEST 172.27 FEET; THENCE SOUTH 70°40’20” WEST 117.67 FEET TO THE POINT OF BEGINNING.

Parcel 2:

THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 34, TOWNSHIP 13 NORTH, RANGE 2 WEST, SALT LAKE BASE AND MERIDIAN, LYING EAST OF RAILROAD; ALSO SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 13 NORTH, RANGE 2 WEST, SALT LAKE BASE AND MERIDIAN.

LESS AND EXCEPTING FROM PARCEL 2 THE LANDS PREVIOUSLY DESCRIBED AS “PARCEL 1.”

LESS AND EXCEPTING FROM PARCELS 1 AND 2 THE FOLLOWING LEGAL: THOSE PARCELS OF LAND IN BOOK U OF DEEDS, PAGE 252 AND BOOK U OF DEEDS, PAGE 284 TO THE BEAR RIVER WATER COMPANY DESCRIBED AS FOLLOWS:

COMMENCING 2 1/2 RODS NORTH OF SOUTHWEST CORNER OF SOUTHEAST QUARTER OF SECTION 34, T. 13 N., R. 2 W. SLM, AND EAST 42 1/2 RODS, THENCE SOUTH 88 RODS, THENCE SOUTH BEARING EAST 68 RODS TO COUNTY ROAD, THENCE WEST 2 1/2 RODS TO DEEP GULCH, THENCE NORTH BEARING WEST ALONG SAID GULCH 70 1/2 RODS, THENCE NORTH 88 RODS; THENCE WEST 40 RODS, THENCE NORTH 2 1/2 RODS TO PLACE OF BEGINNING.

A STRIP OF LAND TWO RODS WIDE LYING ALONG AND WITHIN THE EAST SIDE OF SOUTHWEST QUARTER OF SEC. 34, T. 13 N., R. 2 W. SLM.

106 ^th South Substation

SALT LAKE County, State of UTAH

A TRACT OF LAND SITUATE IN THE NE 1/4 OF THE SW 1/4 AND THE NW 1/4 OF THE SE 1/4 OF SECTION 13, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SALT LAKE MERIDIAN, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING ON THE WEST BOUNDARY LINE OF THE GRANTOR’S LAND SAID WEST BOUNDARY LINE ALSO BEING THE EAST RIGHT OF WAY LINE OF THE UNION PACIFIC RAILROAD AT A POINT 1396.87 FEET NORTH AND 152.02 FEET WEST, MORE OR LESS, FROM THE SOUTH ONE QUARTER CORNER OF SECTION 13, T. 3 S., R. 1 W., S.L.M.; AND RUNNING THENCE N.6°04’58”E. 662.35 FEET ALONG SAID WEST BOUNDARY LINE TO THE NORTHEASTERLY BOUNDARY LINE OF THE GRANTOR’S LAND, SAID NORTHEASTERLY BOUNDARY LINE ALSO BEING THE SOUTHWESTERLY RIGHT OF WAY LINE OF A PACIFICORP TRANSMISSION CORRIDOR; THENCE S.23°01’16”E. 620.18 FEET ALONG SAID NORTHEASTERLY BOUNDARY LINE; THENCE S.66°58’44”W. 224.57 FEET; THENCE WEST 106.04 FEET TO THE POINT OF BEGINNING; CONTAINING 104,555.03 SQ. FT. OR 2.40 ACRES, MORE OR LESS.

Shoreline Substation

UTAH County, State of UTAH

A parcel of land being a portion of Lots 1 and 2 of Ostler Industrial Park Plat “F” Subdivision situate in Southeast Quarter of Section 31, Township 5 South, Range 2 East, Salt Lake Base and Meridian, Utah County, Utah. The boundaries of said parcel are described as follows, to wit:

Beginning at a point on the west line of the Grantor’s land which is 1509.44 feet S.89°18’28”W along the section line and 841.14 feet NORTH and 345.97 feet N.00°23’10”E from the Southeast Corner of said Section 31 and running thence N.00°23’10”E 99.14 feet; thence S.89°48’00”E 310.31 feet to the west right of way line of 1800 West Street; thence S.00°35’10”W 224.73 feet along said west line; thence N.89°23’13”W 222.25 feet; thence N.00°11’26”E 75.94 feet; thence N.60°51’11”W 99.26 feet to the point of beginning. The above parcel contains 60,620 square feet or 1.392 acres.

70 ^th South Substation

SALT LAKE County, State of UTAH

A parcel of land situate in the Northwest Quarter of Section 28, Township 2 South, Range 1 West, Salt Lake Base and Meridian, Salt Lake County, Utah. The boundaries of said parcel are described as follows:

BEGINNING at a point on the South right of way line of 7000 South Street, said point being 48.00 feet North 89°58’50” East along the section line and South 00°00’10” East 40.00 feet from the Northwest corner of said Section 28 and running thence North 89°59’50” East 454.83 feet along said north right of way to the West bank of the Utah and Salt Lake Canal; thence South 13°29’18” West 465.65 feet along said West bank; thence West 363.71 feet to the East right of way line of 3200 West Street; thence North 00°19’36” East 437.79 feet along said East right of way line; thence North 45°00’00” East 21.21 feet to the point of BEGINNING.

Shevlin Park Substation

DESCHUTES County, State of OREGON

A parcel of land, containing 1.18 acres, more or less, located at Parce1 2 of PARTITION PLAT NO. 2004-65, filed July 26, 2004 and being a portion of Parcel 2 of Partition Plat No. 2002-5 located in Section 36, Township 17 South, Range 11 East of the Willamette Meridian, City of Bend, Deschutes County, Oregon.

Beginning at a point on the east line of said Section 36, which bears South 00° 03’ 54” West a distance of 200.95 feet from a 2 ½” Brass Cap marking the North One-Sixteenth (N 1/16) corner between said Section 36 and Section 31, Township 17 South, Range 12 East; thence North 89° 56’ 06” West a distance of 259.42 feet; thence 152.97 feet along the arc of a non-tangent, 290.00 foot radius curve to the left, the chord of which bears North 15° 10’ 36” East 151.21 feet; thence North 00° 03’ 54” East a distance of 79.02 feet; thence South 89° 56’ 06” East a distance of 220.00 feet to the east line of said Section 36; thence along said east line, South 00° 03’ 54” West a distance of 225.00 feet to the “Point of Beginning,” the terminus of this description.

Subject to: All easements, restrictions and rights-of-way of record and those common and apparent on the land.

B—OFFICE BUILDINGS

Pendleton Service Center

UMATILLA County, State of OREGON

Beginning at a point 580.75 feet North of South Quarter corner of Section 5, Township 2 North, Range 32 East, W.M., where the Northerly right of way line of U.S. Highway No. 30 intersects with the North and South centerline of said Section 5 and where a 9 inch concrete monument marks said point; thence South 80° 19’ East 490 feet to the Southeast corner of land conveyed to Pacific Power & Light Company, by deed recorded May 21,1956, in Book 234, page 433, Deed Records, for the True Point of Beginning for this Description; thence North 0° 49’ West 300 feet to the Northeast corner of said Pacific Power & Light Co. Tract; thence South 80° 19’ East 200 feet; thence South 0° 49’ East 300 feet to the Northerly right of way line of U.S. Highway No. 30; thence North 80° 19’ West 200 feet to the True Point of Beginning;

All Being East, Willamette Meridian, County of Umatilla, State of Oregon.

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 Treasurer for and in its behalf,

and JPMorgan Chase Bank, N.A. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents, and its corporate seal to be attested to by one of its Trust Officers, all as of the day and year first above written.

[ S EAL ]		P ACIFI C ORP
		By	/s/ Andrew P. Haller

			Andrew P. Haller Senior Vice President, General Counsel and Corporate Secretary
Attest:	/s/ Bruce N. Williams

	Bruce N. Williams Treasurer
[ S EAL ]			JPM ORGAN C HASE B ANK , N.A., as Trustee
		By	/s/ James D. Heaney

			James D. Heaney Vice President
Attest:	/s/ Diane Darconte

	Diane Darconte Trust Officer

STATE OF OREGON	)
	)
COUNTY OF MULTNOMAH	) SS.:

On this 9th day of June, 2005, before me, June E. Hall, a Notary Public in and for the State of Oregon, personally appeared Andrew P. Haller and Bruce N. Williams, known to me to be Senior Vice President, General Counsel and Corporate Secretary and Treasurer, 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.

[SEAL]				/s/ June E. Hall

				Residing at: Portland, Oregon

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

On this 10th day of June, 2005, before me, Emily Fayan, a Notary Public in and for the State of New York, personally appeared James D. Heaney and Diane Darconte, known to me to be a Vice President and a Trust Officer, respectively, of JPMORGAN CHASE BANK, N.A., a national banking association, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said association and acknowledged this instrument to be the free, voluntary, and in all respects duly and properly authorized act and deed of said association.

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