EXHIBIT (4)b

PACIFICORP
(AN OREGON CORPORATION)

TO

CHEMICAL BANK
(A NEW YORK CORPORATION)

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

ELEVENTH SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 1, 1995

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

ELEVENTH SUPPLEMENTAL INDENTURE

THIS INDENTURE, dated as of the 1st day of December, 1995, made and entered into by and between PACIFICORP, a corporation of the State of Oregon, whose address is 700 NE Multnomah, Portland, Oregon 97232 (hereinafter sometimes called the "Company"), and CHEMICAL BANK, a New York corporation whose address is 450 West 33rd Street, New York, New York 10001 (the "Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as of January 9, 1989, as heretofore amended and supplemented (hereinafter called the "Mortgage"), is executed and delivered by PacifiCorp in accordance with the provisions of the Mortgage, this indenture (hereinafter called the "Eleventh Supplemental Indenture") being supplemental thereto.

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

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

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

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

                     Dated as of
                      -----------

       First       March 31, 1989
       Second      December 29, 1989
       Third       March 31, 1991
       Fourth      December 31, 1991
       Fifth       March 15, 1992
       Sixth       July 31, 1992
       Seventh     March 15, 1993
       Eighth      November 1, 1993
       Ninth       June 1, 1994
       Tenth       August 1, 1994;

and

              WHEREAS, the Company has heretofore issued, in accordance with

the provisions of the Mortgage, bonds entitled and designated First Mortgage and Collateral Trust Bonds, of the series and in the principal amounts as follows:

                                                  Aggregate           Aggregate
                                               Principal Amount    Principal Amount
                Series             Due Date         Issued           Outstanding
                ------             --------    ----------------    ----------------

First         --10.45%            1/9/90       $   500,000                    0
Second        --Medium-Term       various       250,000,000        $240,000,000
               Notes, Series A
Third         --Medium-Term       various       200,000,000         160,000,000
               Notes, Series B
Fourth        --Medium-Term       various       300,000,000         281,874,714
               Notes, Series C
Fifth         --Medium-Term       various       250,000,000         250,000,000
               Notes, Series D
Sixth         --C-U               various       250,432,000         185,288,000
Seventh       --Medium-Term       various       500,000,000         500,000,000
               Notes, Series E
Eighth        --6 3/4%            4/1/2005      150,000,000         150,000,000
Ninth         --Medium-Term       various       500,000,000         500,000,000
               Notes, Series F
Tenth         --E-L               various        71,200,000          71,200,000
Eleventh      --Medium-Term       various       100,000,000         100,000,000
               Notes, Series G
Twelfth       --1994-1            various       216,470,000        216,470,000;

and

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

WHEREAS, Section 22.04 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power,

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

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE I

GRANTING CLAUSE

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 Chemical 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, including (without limitation) all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity and other forms of energy (whether now known or hereafter developed) by steam, water, sunlight, chemical processes and/or (without limitation) all other sources of power (whether now known or hereafter developed); all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio, television and other communications, image and data transmission systems, air-conditioning systems and equipment incidental thereto, water wheels, water works, water systems, steam and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine-driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment and all other fixtures and personalty; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current and other forms of energy, gas, steam, water or communications, images and data for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described;

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

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 18.03 of the Mortgage, all the property, rights and franchises acquired by the

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

PROVIDED THAT the following are not and are not intended to be now or hereafter mortgaged or pledged hereunder, nor is a security interest therein hereby granted or intended to be granted, and the same are hereby expressly excepted from the Lien and operation of the Mortgage, namely:
(1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles or other vehicles or aircraft or boats, ships or other vessels, and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all crops (both growing and harvested), timber (both growing and harvested), minerals (both in place and severed), and mineral rights and royalties;
(3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; (4) the last day of the term of any lease or leasehold which may be or become subject to the Lien of the Mortgage; (5) electric energy, gas, water, steam, ice and other materials, forms of energy or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) any natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; (7) the Company's franchise to be a corporation;
(8) any interest (as lessee, owner or otherwise) in the Wyodak Facility, including, without limitation, any equipment, parts, improvements, substitutions, replacements or other property relating thereto; (9) all properties that PacifiCorp, a Maine corporation, and/or Utah Power & Light Company, a Utah corporation, had contracted to dispose of and that had been released from the liens of the Pacific Mortgage and the Utah Mortgage, respectively, prior to January 9, 1989, but title to which properties had not passed to the grantee(s) thereof as of said date; and (10) any property heretofore released pursuant to any provision of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the Lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver for the Trustee shall enter upon and take possession of the Mortgaged and

Pledged Property in the manner provided in Article XV of the Mortgage by reason of the occurrence of a Default;

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

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

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

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

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

ARTICLE II

THIRTEENTH SERIES OF BONDS

SECTION 2.01. There shall be a series of bonds designated "Adjustable Rate Replacement Series" (herein sometimes referred to as the Thirteenth Series), each of which shall also bear the descriptive title "First Mortgage and Collateral Trust Bond," and the form thereof, which shall be in substantially the form of attached Exhibit A, shall contain suitable provisions with respect to the matters hereinafter in this Section specified.

(I) Bonds of the Thirteenth Series shall mature on November 1, 2002, and shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, of any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof).

(II) Bonds of the Thirteenth Series shall bear interest at the variable rates specified in the Bonds of the Thirteenth Series, payable semi- annually on May 1 and November 1, of each year, commencing May 1, 1996, and have such other terms and provisions as set forth in the form attached hereto. Bonds of the Thirteenth Series shall be dated and shall accrue interest from November 1, 1995.

(III) The principal of and interest on each bond of the Thirteenth 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. The person in whose name any bond of the Thirteenth Series is registered at the close of business on any record date (as hereinafter defined) for the Thirteenth Series with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date (except that in case of any redemption of bonds as provided for herein on a date subsequent to the record date for the Thirteenth Series and prior to such interest payment date, interest on such redeemed bonds shall be payable only to the date fixed for redemption thereof and only against surrender of such bonds for redemption in accordance with the notice of such redemption) notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to the record date for the Thirteenth Series and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names outstanding bonds of the Thirteenth Series are registered on the day immediately preceding the date of payment of such defaulted interest. Any bond of the Thirteenth Series issued upon any transfer or exchange subsequent to the record date for the Thirteenth Series for any interest payment date and prior to such interest payment date shall bear interest from such interest payment date. The term "record date for the Thirteenth Series" as used with respect to any interest payment date shall mean the fifteenth day of the calendar month next preceding such interest payment date.

(IV) Each bond of the Thirteenth Series may be redeemable at any time on or after November 1, 1996 and prior to maturity at the option of the Company, at the following redemption prices:

If redeemed during the twelve months ending on the thirty-first day of October,

1997 ............. 104.41% 2000 ............. 101.76% 1998 ............. 103.53% 2001 ............. 100.88%

1999 ............. 102.64% 2002 ............. 100.00%

(V) At the option of the registered owner, any bonds of the Thirteenth 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 of other authorized denominations.

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

(VII) After the execution and delivery of this Eleventh Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage and this Eleventh Supplemental Indenture, it is contemplated that there shall be an issue of bonds of the Thirteenth Series in an aggregate principal amount not to exceed Thirteen Million Two Hundred Thirty-Four Thousand Dollars ($13,234,000). Bonds of the Thirteenth Series shall be issued pro rata on the basis of Class "A" Bonds of the Fifty-ninth Series, designated "Adjustable Rate Replacement Series," issued under each of the Utah Mortgage and the Pacific Mortgage and delivered to the Trustee. The claim of the registered owner of any such Class "A" Bond shall be limited to the principal amount of the bonds of the Thirteenth Series issued and Outstanding on the basis of such Class "A" Bond.

(IX) Upon receipt by the Trustee from time to time of a written request or requests (stating that the Trustee holds an aggregate principal amount of Class "A" Bonds of the Fifty-ninth Series, designated "Adjustable Rate Replacement Series Bonds," issued under the Utah Mortgage and the Pacific Mortgage which exceeds the principal amount of bonds of the Thirteenth Series then Outstanding and stating the amount of such excess and the principal amount of any such Class "A" Bonds to be canceled) executed by an Authorized Executive Officer of the Company, the Trustee shall return to the corporate trustee under the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case may be, for cancellation, a principal amount of Class "A" Bonds issued in the name of and held by the Trustee with respect to bonds of the Thirteenth Series not to exceed the excess of the principal amount of such Class "A" Bonds then so held over the principal amount of bonds of the Thirteenth Series then Outstanding. Upon cancellation of any such principal amount of Class "A" Bonds, the Trustee shall receive from the corporate trustee

under the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case may be, a Class "A" Bond in the principal amount not so canceled.

ARTICLE III

FOURTEENTH SERIES OF BONDS

SECTION 3.01. The terms defined in this Article III shall, for purposes of this Article III, have the meaning specified, unless the context otherwise requires:

The term "Loan Agreement" shall mean the Loan Agreement dated as of July 22, 1987, entered into among the Company, the Agent, and the Lenders (as defined below), as such Loan Agreement has been amended by that certain First Amendment to Loan Agreement, dated as of December 1, 1995.

The term "Lenders" shall mean The Long-Term Credit Bank of Japan, Limited, and The Dai-Ichi Mutual Life Insurance Company, and their successors and assigns.

The term "Advance" shall mean the amounts borrowed under the Loan Agreement.

The term "Agent" shall mean The Long-Term Credit Bank of Japan, Limited, and any duly appointed successor, in its capacity as agent for the Lenders for the purpose of holding the Bonds of the Fourteenth Series (as defined below) as security for the Advance, interest thereon and other amounts payable under the terms of the Loan Agreement and the Security Agreement (as defined in the Loan Agreement) between the Company and the Agent relating thereto.

SECTION 3.02. There shall be a series of bonds designated "9 3/8% Replacement Series Due 1997" (herein sometimes referred to as the Fourteenth Series), each of which shall also bear the descriptive title "First Mortgage and Collateral Trust Bond," and which shall be in substantially the form of attached Exhibit B and shall contain suitable provisions with respect to the matters hereinafter in this Section specified.

(I) Bonds of the Fourteenth Series shall mature on July 22, 1997, shall be issued as fully registered bonds in the denomination of Five Thousand Dollars and, at the option of the Company, of any multiple or multiples of Five Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof).

(II) Bonds of the Fourteenth Series shall bear interest at the rate of nine and three-eighths per centum (9 3/8%) per annum, payable semi annually on January 22 and July 22 of each year, commencing January 22, 1996, and have such other terms and

provisions as set forth in the form attached hereto. Bonds of the Fourteenth Series shall be dated the date of authentication and shall accrue interest from July 22, 1995.

(III) The principal of and interest on each bond of the Fourteenth 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.

(IV) Bonds of the Fourteenth Series shall be redeemable in whole at any time upon receipt by the Trustee of a written demand (hereinafter referred to as the "Redemption Demand") from the Agent, which Redemption Demand shall be received not less than 60 days prior to the redemption date stated therein. The Redemption Demand shall be signed by a General Manager and Agent, Vice President and Deputy General Manager, or Assistant Vice President and Manager of the Agent and shall state (1) the principal amount of bonds of the Fourteenth Series to be redeemed (which shall be equal to the aggregate principal amount of the then outstanding Bonds of the Fourteenth Series), (2) the redemption date (hereinafter referred to as the "redemption date"), (3) that the redemption required by the Redemption Demand is the result of the Advance then outstanding under the Loan Agreement having been declared immediately due and payable pursuant to the provisions of the Loan agreement (hereinafter referred to as an "Acceleration"), (4) that the Trustee shall call for redemption on the redemption date the stated principal amount of bonds of the Fourteenth Series, and (5) that the Agent, as holder of all the bonds of the Fourteenth Series then outstanding, waives any notice of such redemption required to be given under the Mortgage. The redemption date stated in the Redemption Demand shall not be less than 60 days after the receipt thereof by the Trustee, provided that the provisions of this Article III shall not be construed as limiting any rights of the Agent, as holder of the bonds of the Fourteenth Series pursuant to Article XV of the Mortgage and, provided, further, that if after receipt of the Redemption Demand and prior to the redemption date the Trustee shall have been advised in writing by the Agent, signed in the same manner as the Redemption Demand, that the Acceleration has been rescinded, such Redemption Demand shall thereupon without further act of the Trustee be rescinded and become null and void for all purposes hereunder and no redemption of the bonds of the Fourteenth Series and no payment in respect thereof shall be effected or required. Promptly after receiving the Redemption Demand the Trustee shall mail a copy thereof to the Company; provided, however, that failure to mail a copy of the Redemption Demand shall not affect the validity of the proceedings for the redemption of the bonds of the Fourteenth Series. The Trustee may conclusively rely on the statements and instructions contained the Redemption Demand. Redemption of bonds of the Fourteenth Series shall be at the principal amount thereof, together with accrued interest to the redemption date, and such amount shall become and be due and payable on the redemption date. The Company hereby covenants that, if a Redemption Demand shall be delivered to the Trustee, the Company, subject to Paragraph (VI) of this Section 3.02, will deposit, on or before the business day preceding the redemption date, with the Trustee, an amount in cash sufficient to redeem the bonds of

the Fourteenth Series so called for redemption. To the extent the method of redemption provided for in this Paragraph (IV) conflicts with any provisions of Article XII of the Mortgage, such provisions of Article XII shall not be applicable.

(V) At any time and from time to time upon receipt by the Trustee of bonds of the Fourteenth Series, together with a written order from the Agent signed in the same manner as a Redemption Demand (i) specifying the principal amount of bonds of the Fourteenth Series to be canceled and the reason therefor and (ii) directing the Trustee to cancel the bonds so delivered or to make such endorsements thereon as shall be appropriate pursuant to Section 12.04 of the Mortgage to evidence the cancellation of the principal amount of bonds of the Fourteenth Series stated in clause (i) to be canceled, the Trustee shall cancel such stated principal amount of bonds of the Fourteenth Series. The Trustee may conclusively rely on the statements and instructions contained in such order.

(VI) The obligation of the Company to make payments with respect to the principal of and interest on bonds of the Fourteenth Series shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due principal of and interest on the Advance shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the Advance means that if any payment is made on the principal of or interest on the Advance, a corresponding payment obligation with respect to the principal of or interest on the Bonds shall be deemed discharged in the same proportion as the payment with respect to the Advance discharges the outstanding obligation with respect to the Advance. The Trustee may conclusively presume that the obligation of the Company to make payments with respect to the principal of and interest on bonds of the Fourteenth Series shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice from the Agent, signed by a General Manager and Agent, Vice President and Deputy General Manager or Assistant Vice President and Manager, stating (i) that timely payment of the principal of or interest on the Advance has not been made and
(ii) the amount of funds required to make such payment of principal or interest or both, as the case may be. The Trustee may conclusively rely on the statements contained in the notice described in the preceding sentence.

(VII) Bonds of the Fourteenth Series shall only be transferable (subject to the provisions of Section 2.08 of the Mortgage), upon the surrender thereof, for cancellation, together with a written instrument of transfer in form approved by the Company duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, to a successor to the Agent pursuant to the Loan Agreement, and such bonds of the Fourteenth Series will have the following legend imprinted thereon:

"This Bond has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in contravention of said Act and

is not transferable except to a successor Agent under the Loan Agreement, dated as of July 22, 1987 among PacifiCorp, The Long-Term Credit Bank of Japan, Limited, as agent, and the financial institutions named therein, as amended."

(VIII) Upon any transfer of bonds of the Fourteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental 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 transfer of bonds of the Fourteenth Series.

After the execution and delivery of this Eleventh Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be an issue of bonds of the Fourteenth Series for the aggregate principal amount of Fifty Million United States Dollars ($50,000,000).

(IX) Upon receipt by the Trustee from time to time of a written request or requests (stating that the Trustee holds an aggregate principal amount of Class "A" Bonds of the Sixtieth Series, designated "First Mortgage Bond 9 3/8% Replacement Series Due 1997," issued under the Utah Mortgage and the Pacific Mortgage, which exceeds the principal amount of bonds of the Fourteenth Series then Outstanding and stating the amount of such excess and the principal amount of any such Class "A" Bonds to be canceled) executed by an Authorized Executive Officer of the Company, the Trustee shall return to the corporate trustee under the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case may be, for cancellation, a principal amount of Class "A" Bonds issued in the name of and held by the Trustee with respect to bonds of the Fourteenth Series not to exceed the excess of the principal amount of such Class "A" Bonds then so held over the principal amount of bonds of the Fourteenth Series then Outstanding. Upon cancellation of any such principal amount of Class "A" Bonds, the Trustee shall receive from the corporate trustee under the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case may be, a Class "A" Bond in the principal amount not so canceled.

ARTICLE IV

FIFTEENTH SERIES OF BONDS

SECTION 4.01. There shall be a series of bonds designated "Bond Credit Series Bonds" (herein sometimes referred to as the Fifteenth Series), each of which shall also bear the descriptive title "First Mortgage and Collateral Trust 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 Fifteenth Series shall mature on such date or dates not more than 30 years from the date of issue as shall be set forth in or determined in accordance with a Resolution filed with the Trustee and, unless otherwise established by or pursuant to a Resolution, shall be issued as fully registered bonds in the denomination of Five Thousand Dollars and, at the option of the Company, of any multiple or multiples of Five Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof).

(II) Bonds of the Fifteenth Series shall bear interest at such rate or rates (which may either be fixed or variable), payable on such dates, and have such other terms and provisions not inconsistent with the Mortgage as may be set forth in or determined in accordance with a Resolution filed with the Trustee. Bonds of the Fifteenth Series shall be dated and shall accrue interest as provided in Section 2.06 of the Mortgage.

Interest payable on any bond of the Fifteenth 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 the first payment of interest on any bond with an Issue Date (as hereinafter specified) between a Record Date and an interest payment date will be made on the interest payment date following the next succeeding Record Date to the registered owner on such next Record Date (unless the Company elects, in its sole discretion, to pay such interest on the first interest payment date after the Issue Date, in which case such interest will be paid to the person in whose name the bond is originally issued), provided, further, that interest payable at maturity or upon earlier redemption will be payable to the person to whom principal shall be payable. The "Record Date" with respect to bonds of the Fifteenth Series of a designated interest rate and maturity shall be determined by or in accordance with a Resolution filed with the Trustee. "Issue Date" with respect to bonds of the Fifteenth Series of a designated interest rate and maturity shall mean the date of first authentication of bonds of such designated interest rate and maturity.

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

(III) The principal of and interest on each bond of the Fifteenth 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 a Resolution filed with the Trustee.

(IV) Each bond of the Fifteenth Series may be redeemable prior to maturity at the option of the Company, as determined by or in accordance with a Resolution filed with the Trustee.

(V) Each bond of the Fifteenth Series may be subject to the obligation of the Company to redeem such bond, as determined by or in accordance with a Resolution filed with the Trustee.

(VI) Each bond of the Fifteenth Series may have such other terms as are not inconsistent with Section 2.03 of the Mortgage, including, without limitation, terms and conditions regarding interest rates and the payment thereof, place or places for payment, exchange privileges, rights with respect to redemption, prepayment or purchase, and default provisions, and as may be determined by or in accordance with a Resolution filed with the Trustee.

(VII) At the option of the registered owner, any bonds of the Fifteenth 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 of other authorized denominations.

(VIII) Bonds of the Fifteenth Series shall be transferable, subject to any restrictions thereon set forth in any such bond of the Fifteenth Series, upon the surrender therefor for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his, 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 Fifteenth 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 Fifteenth Series.

(IX) After the execution and delivery of this Eleventh Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage and this Eleventh Supplemental Indenture, it is contemplated that there shall be an issue of bonds of the Fifteenth Series in an aggregate principal amount not to exceed Four Hundred Ninety-Eight Million Five Hundred Eighty-Nine Thousand Seven Hundred Fifty-Three Dollars ($498,589,753). Bonds of the Fifteenth Series shall be issued on the basis of Class "A" Bonds of the Sixty-first Series, designated "Bond Credit Series Bonds," issued under each of the Utah Mortgage and the Pacific Mortgage and delivered to the Trustee. The claim of the registered owner of any such Class "A" Bond shall be limited to the principal amount of the bonds of the Fifteenth Series issued and Outstanding on the basis of such Class "A" Bond.

(X) Upon receipt by the Trustee from time to time of a written request or requests (stating that the Trustee holds an aggregate principal amount of Class "A" Bonds of the Sixty-first, designated "Bond Credit Series Bonds," issued under the Utah Mortgage and the Pacific Mortgage which exceeds the principal amount of bonds of the Fifteenth Series then Outstanding and stating the amount of such excess and the principal amount of any such Class "A" Bonds to be canceled) executed by an Authorized Executive Officer of the Company, the Trustee shall return to the corporate trustee under the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case may be, for cancellation, a principal amount of Class "A" Bonds issued in the name of and held by the Trustee with respect to bonds of the Fifteenth Series not to exceed the excess of the principal amount of such Class "A" Bonds then so held over the principal amount of bonds of the Fifteenth Series then Outstanding. Upon cancellation of any such principal amount of Class "A" Bonds, the Trustee shall receive from the corporate trustee under the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case may be, a Class "A" Bond in the principal amount not so canceled.

ARTICLE V

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

SECTION 5.01. 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 Thirteenth Series, the Fourteenth Series and the Fifteenth 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 VI

MISCELLANEOUS PROVISIONS

SECTION 6.01. The right, if any, of the Company to assert the defense of usury against a holder or holders of bonds of the Thirteenth Series, the

Fourteenth Series, the Fifteenth Series or any subsequent series shall be determined only under the laws of the State of New York.

SECTION 6.02. The terms defined in the Mortgage shall, for all purposes of this Eleventh Supplemental Indenture, have the meanings specified in the Mortgage.

SECTION 6.03. 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 Eleventh 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 Eleventh 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 Eleventh Supplemental Indenture.

SECTION 6.04. Whenever in this Eleventh 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 Eleventh 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 6.05. Nothing in this Eleventh 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 Eleventh Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Eleventh 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 6.06. This Eleventh 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.

IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by an Authorized Executive Officer of the Company, and its corporate seal to be attested to by its Secretary or one of its Assistant Secretaries for and in its behalf, and Chemical Bank has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested to by one of its Senior Trust Officers, all as of the day and year first above written.

[SEAL] PACIFICORP

                                            By    /s/   R. F. LANZ
                                               ----------------------------
                                                  Vice President
Attest:


        s/s     LENORE M. MARTIN
- -------------------------------------
         Assistant Secretary

CHEMICAL BANK
as Trustee

                                            By    s/s    F. J. GRIPPO
                                               ----------------------------
                                                    Vice President
Attest:


     s/s      GLENN G. MCKEEVER
- -------------------------------------
       Senior Trust Officer

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

On this 7th day of December, 1995, before me, Sheryl L. Stratton, a Notary Public in and for the State of Oregon, personally appeared Robert F. Lanz and Lenore M. Martin, known to me to be a Vice President and an Assistant Secretary, respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.

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

                                               s/s  SHERYL L. STRATTON
                                            ---------------------------------
                                            My commission expires: 5/25/96
[SEAL]                                      Residing at:  Portland, Oregon

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

On this 13th day of December, 1995, before me, Emily Fayan, a Notary Public in and for the State of New York, personally appeared F. J. Grippo and Glenn G. McKeever, known to me to be a Vice President and a Senior Trust Officer, respectively, of CHEMICAL BANK, a New York corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.

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

                                              s/s   EMILY FAYAN
                                            ---------------------------------
[SEAL]                                      Notary Public, State of New York
                                            No.  24-4737006
                                            Qualified in Kings County
                                            Commission expires:
                                              December 31, 1995

EXHIBIT A

PACIFICORP

ADJUSTABLE RATE REPLACEMENT SERIES
(A SERIES OF
FIRST MORTGAGE AND COLLATERAL TRUST BONDS)

No. $ Dated:

PACIFICORP, an Oregon corporation (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on November 1, 2002, at the office or agency of the Company in the Borough of Manhattan, The City of New York, the sum of Dollars, 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, and to pay interest thereon (computed on the basis of a 360-day year of twelve 30-day months) from the May 1 or November 1 next preceding the date hereof, or, if no interest has been paid on the bonds of this series, from November 1, 1995, at a rate per annum determined as provided in paragraph 2 hereof, until the principal hereof shall become due and payable, and thereafter at a rate per annum 1% greater than said rate so determined from time to time on any overdue principal and premium, and (to the extent permitted by applicable law) on any overdue interest, in like coin or currency at such office or agency on May 1 and November 1 in each year, commencing May 1, 1996, until the Company's obligation with respect to the payment of such principal shall have been discharged, provided that the interest so payable on any May 1 or November 1 will, subject to certain exceptions set out in the supplemental indenture dated as of November 1, 1995 hereinafter mentioned, be paid to the person in whose name this bond (or any bond or bonds previously outstanding in transfer or exchange for which this bond was issued) is registered at the close of business on the April 15 or October 15, as the case may be, next preceding such interest payment date.

1. This bond is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage and Collateral Trust Bonds, Adjustable Rate Replacement Series, to be issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the supplemental indenture dated as of December 1, 1995, called the Mortgage), dated as of January 9, 1989 executed by the Company to Morgan Guaranty Trust Company of New York, as Trustee (Chemical Bank, successor). Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustee in respect thereof, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definitions of certain terms hereinafter used.

With the consent of the Company and to the extent permitted by and in the manner provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by affirmative vote of the holders of at least sixty per centum (60%) in principal amount of bonds then Outstanding under the Mortgage, all voting as a single class or, if the rights of the holders of one or more, but less than all, series of bonds then Outstanding are to be adversely affected, then by affirmative vote of the holders of at least sixty per centum (60%) in principal amount of those bonds then Outstanding so to be adversely affected, all voting as a single class (excluding in any case bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall, without the consent of the holder hereof, impair or affect the right of the holder to receive payment of the principal of (and premium, if any) and interest on this bond, on or after the respective due dates expressed herein, or to institute suit for the enforcement of any such payment on or after such respective dates, or permit the creation of any lien ranking equal or prior to the Lien of the Mortgage or deprive the holder of the benefit of a lien on the Mortgaged and Pledged Property or reduce the percentage vote required to effect such modifications or alterations.

The Company has reserved the right, without any consent or other action by holders of bonds of the Eighth series known as First Mortgage and Collateral Trust Bonds 6 3/4% series due April 1, 2005, or any series of bonds subsequently created under the Mortgage (including the bonds of this series), to amend the Mortgage in order to except from the Lien of the Mortgage 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 as now in effect or as hereafter supplemented or amended.

2. Interest on this bond is payable at a rate per annum determined as follows:

A. Interest on this bond is payable (i) at the rate of 10% per annum for the period from the date hereof to and including October 31, 1996*, and
(ii) at a rate per annum equal to the Adjusted Rate (as defined below) for the 12-month period thereafter commencing on November 1, in each year (each such 12-month period being herein called an Applicable Period and each such November 1, being herein called an Adjustment Date). The Adjusted Rate for the Applicable Period commencing on any Adjustment Date shall be (i) the Base Treasury Rate or the Alternate Treasury Rate (each as defined below), as the case may be, determined for such Applicable Period in

*The matter in brackets will be set forth in the bonds of this series originally issued and in any bonds of this series issued upon a transfer or substitution or exchange of bonds of this series on or before October 31, 1996. Any bonds of this series so issued thereafter shall specify the Adjusted Rate then in effect and the last day of the then current Applicable Period.

accordance with the Procedures (as defined and set forth below), times 127%, rounded to the nearest one tenth of one percentage point or (ii) under the circumstances described in paragraph F below, the rate determined by Banking Firms (as defined below) for such Applicable Period in accordance with said paragraph F, times 127%, rounded to the nearest one tenth of one percentage point; provided, however, that the Adjusted Rate for any Applicable Period shall in no event be less than 10% per annum or greater than 24% per annum. If for any reason beyond the control of the Company, neither the Base Treasury Rate nor the Alternate Treasury Rate shall have been so determined for any Applicable Period prior to the December 1 next succeeding the Adjustment Date for such Applicable Period, the Adjusted Rate for such Applicable Period shall be the interest rate per annum in effect on the October 31 next preceding such Adjustment Date; provided, however, that any rate thereafter determined for such Applicable Period in accordance with paragraph F below shall be deemed to supersede such rate for (and only for) any portion of such Applicable Period occurring on or after the date of such determination.

B. The Base Treasury Rate for the Applicable Period commencing on any Adjustment Date shall be the arithmetic average of the four most recent weekly average yields to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years), as published by the Federal Reserve Board in its Statistical Release H.15 (or published in another publication or release referred to in the immediately following sentence) published at least five days prior to such Adjustment Date; provided that such weekly average yields to maturity as so published shall have been computed with respect to weekly periods ended within 50 days prior to such Adjustment Date. If one or more of such Statistical Releases containing such weekly average yields to maturity shall not be available, the Base Treasury Rate shall be determined with reference to any comparable release of such Board substituted therefor or, if such Board shall not publish a comparable release, with reference to any official publication or release of any other U.S. Governmental department or agency that purports to set forth such weekly average yields to maturity (or purports to set forth daily average yields to maturity from which such weekly average yields to maturity can be mathematically derived), adjusted to constant maturities of ten years, in accordance with the Treasury Criteria (as defined below) or other criteria that are substantially equivalent to Treasury Criteria, as determined by the holders of at least 66 2/3% in amount of the bonds of this series then outstanding. In August 1982, such weekly average yields to maturity were determined on the basis of the criteria (herein called the Treasury Criteria) set forth in an attachment to Federal Reserve Board Statistical Release H.15 dated May 14, 1982, and reflected in such Board's Statistical Release H.15, dated August 16, 1982.

C. The Alternate Treasury Rate for the Applicable Period commencing on any Adjustment Date shall be the arithmetic average of the average yields to maturity of the closing bids quoted daily (or less frequently, if daily quotations shall not be available) by each of the three Government Securities Dealers (as defined below)

designated in accordance with the Procedures, during the 28-day period ending five days prior to such Adjustment Date, for actively traded marketable U.S. Treasury fixed interest rate securities with a final maturity date of at least eight and one-half years but not more than eleven and one-half years from the date of each such quotation (other than securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax and securities which provide tax benefits to the holder and are priced to reflect such tax benefits and securities which were originally issued at a deep or substantial discount).

D. The Adjusted Rate for the Applicable Period commencing on any Adjustment Date shall be determined in accordance with the following procedures (herein called the Procedures) or paragraph F below, as the case may be:

(1) On or before the second day next preceding such Adjustment Date the Company will deliver to the holder of this bond and to the Trustee a certificate, signed by the principal financial officer of the Company (herein called an Adjustment Certificate), either (a) setting forth the Base Treasury Rate for the Applicable Period commencing on such Adjustment Date, determined as above provided (and accompanied by copies of each Statistical Release H.15 or other publication or release used in determining such Base Treasury Rate), whereupon such Base Treasury Rate shall be used to compute the Adjusted Rate for such Applicable Period, or (b) stating that (i) one or more of the Statistical Releases H.15 (or other publication or release) necessary for determining such Base Treasury Rate were not available for the four weeks next preceding such Adjustment Date, and/or (ii) the Treasury Criteria were not in effect for such four- week period and, for reasons specified in such certificate, the criteria determined to be substantially equivalent to the Treasury Criteria by the holders of at least 66 2/3% in amount of the bonds of this series then outstanding, pursuant to paragraph B above, are not, in the reasonable and good faith judgment of the Company, substantially equivalent to the Treasury Criteria, and setting forth the Alternate Treasury Rate for the Applicable Period commencing on such Adjustment Date, determined as above provided (such Adjustment Certificate to be accompanied by copies of the reports from which such Alternate Treasury Rate was so determined from three Government Securities Dealers designated by the Trustee), whereupon such Alternate Treasury Rate shall be used to compute the Adjusted Rate for such Applicable Period.

(2) A "Government Securities Dealer" shall mean Morgan Guaranty Trust Company of New York or any other nationally recognized commercial bank or investment banking firm actively engaged in the trading of U.S. Treasury fixed interest rate securities of the types reflected in the Treasury Criteria.

(3) In the event that during any Applicable Period there shall occur (whether by reason of republication to correct an error or otherwise) any change in the published data used as a basis for determination of the Base Treasury Rate (and, therefore, the Adjusted Rate) then in effect with respect to such Applicable Period, the Company will, within 30 calendar days thereafter, deliver to the holder of this bond and to the Trustee a new adjustment Certificate setting forth the new Base Rate and the other information required by the foregoing Clause
(1) with respect to such new Base Treasury Rate, whereupon such new Base Treasury Rate shall be used to recompute the Adjusted Rate with respect to such Applicable Period, and such new Adjusted Rate shall be applicable retroactively from and after the Adjustment Date on which such Applicable Period commenced; provided, however, that the Company need only take such action is such change in the published data shall occur on a date no later than 90 calendar days after the beginning of such Applicable Period.

(4) If (i) the holders of at least 33 1/3 %in amount of the bonds of this series then outstanding or (ii) any of the original holders of the bonds of this series shall deliver to the Company, the Trustee and each other holder of outstanding bonds of this series, within 15 days after the Company's delivery of an Adjustment Certificate with respect to any Applicable Period pursuant to the foregoing Clause (1) or Clause (3), written notice to the effect that, for reasons specified in such notice, the Base Treasury Rate set forth in such Adjustment Certificate has not been determined in accordance with the Treasury Criteria or other criteria then in effect pursuant to paragraph B above, then the Company will deliver to the holder of this bond, within 10 working days after the receipt of such written notice, a second Adjustment Certificate (a) setting forth the Alternate Treasury Rate for such Applicable Period determined as above provided (and accompanied by copies of the reports from which such Alternate Treasury Rate was so determined from three Government Securities Dealers designated by the Trustee), whereupon such Alternate Treasury Rate shall be used to compute the Adjusted Rate for such Applicable Period, or (b) stating that for reasons beyond the control of the Company, the Alternate Treasury Rate for such Applicable Period cannot be determined, and setting forth in reasonable detail the efforts made to determine such rate, whereupon it shall be deemed that for reasons beyond the control of the Company neither the Base Treasury Rate nor the Alternate Treasury Rate has been determined for such Applicable Period.

E. The Company will keep a copy of each Adjustment Certificate at its principal executive office and permit any holder of any of the bonds of this series (or any prospective purchaser of any of the bonds of this series designated by the holder thereof) to inspect such Adjustment Certificate upon request.

F. If for any reason beyond the control of the Company, neither the Base Treasury Rate nor the Alternate Treasury Rate shall have been determined for any Applicable Period in accordance with the Procedures prior to the December 1 nest succeeding the Adjustment Date on which such Applicable Period commences, the Company (i) will give written notice to each holder of any bonds of this series and to the Trustee, in each case within five business days after such December 1, specifying the reasons why neither the Base Treasury Rate nor the Alternate Treasury Rate shall have been so determined and (ii) will keep a copy of such notice at its principal executive office and permit any holder of any of the bonds of this series (or any prospective purchaser of any of the bonds of this series designated by the holder thereof) to inspect such notice upon request. Within 10 calender days after the giving of such notice the Company shall designate two Banking Firms, and within ten calendar days after receipt of such notice the holders of at least 66 2/3 % in amount of the bonds of this series then outstanding shall designate two Banking Firms. The four Banking Firms so designated shall, within 10 calendar days after the last of said Banking Firms shall have been so designated, designate a fifth Banking Firm. (If within such 10 calendar day period, the four Banking Firms do not agree upon the appointment of a fifth Banking Firm, then either the Company or the requisite holders, as the case may be, on behalf of both, may request such appointment by the then President of the Association of the Bar of the City of New York (or any organization successor thereto) or in his absence, failure, refusal or inability to act, then either the Company or the requisite holders, as the case may be, may apply to the Supreme Court, New York County, for the appointment of such fifth Banking Firm and the other party shall not raise any question as to the court's full power and jurisdiction to entertain the application and make the appointment.) For purposes of this paragraph, a "Banking Firm" shall mean Morgan Guaranty Trust Company of New York or any nationally recognized commercial bank or investment banking firm that was within the 12-month period prior to its designation actively engaged in the trading of U.S. Treasury fixed interest rate securities of the types reflected in the Treasury Criteria. Each Banking Firm so designated shall notify the Trustee and the Company in writing, not later than 10 calendar days after its designation as hereinabove provided, of the yield to maturity which, in its reasonable and good faith judgement, would then be obtainable for marketable U.S. Treasury fixed interest rate securities with a final maturity date of ten years from the date of such notice (other than securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax and securities which provide tax benefits to the holder and are priced to reflect such tax benefits and securities which were originally issued at a deep or substantial discount). The arithmetic average of said yields to maturity set forth in said notices of said five Banking Firms, times 127%, rounded to the nearest one tenth of one percentage point, shall be the Adjusted Rate with respect to such Applicable Period, and such Adjusted Rate shall be applicable for the remainder of such Applicable Period. The Company will give prompt written notice to each holder of any bonds of this series and the Trustee of such new Adjusted Rate (such notice to be accompanied by copies of the written notices of said five Banking Firms). Notwithstanding anything herein to the

contrary, if the Company or the requisite holders shall fail to designate one or both Banking Firms within the time period set forth above or if any of the Banking Firms designated by the Company or the requisite holders shall refuse to participate in the selection of a fifth Banking Firm required by the third or fourth sentence of this paragraph, then the arithmetic average of the yields to maturity set forth in the written notices of the Banking Firms designated or participating, as the case may be, times 127%, rounded to the nearest one-tenth percentage point, shall be the Adjusted Rate with respect to such Applicable Period, and such Adjusted Rate shall be applicable for the remainder of such Applicable Period.

3. The principal hereof may be declared or may become prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided.

4 This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, the City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer, if required by the Company, duly executed by the registered owner or by his duly authorized attorney, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. Subject to the foregoing provisions as to the person entitled to receive payment of interest hereon, the Company and the Trustees may deem and treat the person in whose name this bond is registered as the holder and the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

5. In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations.

6. The bonds of this series are redeemable (as more fully set forth in the Supplemental Indenture dated as of December 1, 1995 to the Mortgage) at the option of the Company at any time (or from time to time) on or after November 1, 1996 and prior to maturity, either as a whole or in part, upon the notice (which may state that such redemption shall be made subject to the receipt of the redemption moneys by the Trustee before the date fixed for redemption) mailed at least thirty (30) and not more than sixty (60) days prior to the date fixed for redemption, at the following general redemption prices, expressed in percentages of the principal amount of the bonds to be redeemed:

                          October,

1997........104.41%            2000...........101,76%
1998........103.53             2001...........100.88
1999........102.64             2002...........100.00

in each case, together with accrued interest to the date for redemption.

7. As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of fifteen (15) days next preceding any designation of bonds of such series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

8. No recourse shall be had for the payment of the principal of, premium, if any, or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, shareholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule or law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, shareholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall not become obligatory until Chemical Bank, a New York corporation, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, PacifiCorp has caused this bond to be signed in its corporate name by its Chairman of the Board, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

PACIFICORP

[SEAL]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds of the series herein designated, described or provided for in the within-mentioned Mortgage.

CHEMICAL BANK, as Trustee

EXHIBIT B

This Bond has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in contravention of said Act and is not transferable except to a successor Agent under the Loan Agreement, dated as of July 22, 1987, among PacifiCorp, The Long-Term Credit Bank of Japan, Limited, as agent, and the financial institutions named therein, as amended

(Temporary Registered Bond)

PACIFICORP

9 3/8% REPLACEMENT SERIES DUE 1997
(A SERIES OF
FIRST MORTGAGE AND COLLATERAL TRUST BONDS)

No. $50,000,000 Dated: December 15, 1995

PACIFICORP, an Oregon corporation (hereinafter called the Company), for value received, hereby promises to pay to The Long-Term Credit Bank of Japan, Limited, as agent, or registered assigns, on July 22, 1997, at the office or agency of the Company in the Borough of Manhattan, The City of New York, the sum of Fifty Million Dollars, 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, and to pay interest thereon from the January 22 or July 22 next preceding the date hereof, or if no interest has been paid on the bonds of this series, from July 22, 1995, at the rate of nine and three-eighths per centum (9 3/8%) per annum in like coin or currency at such office or agency on January 22 and July 22 in each year, commencing January 22, 1996, until the principal of this bond shall have been paid or duly provided for.

1. This bond is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage and Collateral Trust Bonds, 9 3/8% Replacement Series Due 1997, to be issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Eleventh Supplemental Indenture dated as of December 1, 1995, called the Mortgage), dated as of January 9, 1989 executed by the Company to Morgan Guaranty Trust Company of New York, as Trustee (Chemical Bank, successor). Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extend of the security, the rights of the holders of the bonds and of the Trustee in respect thereof, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definitions of certain terms hereinafter used.

With the consent of the Company and to the extent permitted by and in the manner provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by affirmative vote of the holders of at least sixty per centum (60%) in principal amount of bonds then Outstanding under the Mortgage, all voting as a single class or, if the rights of the holders of one or more, but less than all, series of bonds then Outstanding are to be adversely affected, then by affirmative vote of the holders of at least sixty per centum (60%) in principal amount of those bonds then Outstanding so to be adversely affected, all voting as a single class (excluding in any case bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall, without the consent of the holder hereof, impair or affect the right of the holder to receive payment of the principal of (and premium, if any) and interest on this bond, on or after the respective due dates expressed herein, or to institute suit for the enforcement of any such payment on or after such respective dates, or permit the creation of any lien ranking equal or prior to the Lien of the Mortgage or deprive the holder of the benefit of a lien on the Mortgaged and Pledged Property or reduce the percentage vote required to effect such modifications or alterations.

The Company has reserved the right, without any consent or other action by holders of bonds of the Eighth series known as First Mortgage and Collateral Trust Bonds 6 3/4% series due April 1, 2005, or any series of bonds subsequently created under the Mortgage (including the bonds of this series), to amend the Mortgage in order to except from the Lien of the Mortgage 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 as now in effect or as hereafter supplemented or amended.

2. The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided.

3. The bonds of this series are subject to redemption as provided in the Eleventh Supplemental Indenture.

4. The bonds of this series have been issued to secure the payment of the Company's obligations under the Loan Agreement entered into among the Company, The Long Term Credit Bank of Japan, Limited, as agent (herein called the "Agent"), and the financial institutions named therein, dated as of July 22, 1987 (the amounts borrowed thereunder herein called the "Advance"), as amended. The obligation of the Company to make payments with respect to the principal of and interest on bonds of this series shall be fully or partially, as the case may be, satisfies and discharged to the extent that, at the time that any such payment shall be due the then due principal of and interest on the Advance shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the Advance means that if any payment is made on the principal of or interest on the Advance, a

corresponding payment obligation with respect to the principal of or interest on the Bonds shall be deemed discharged in the same proportion as the payment with respect to the Advance discharges the outstanding obligation with respect to the Advance. The Trustee may conclusively presume that the obligation of the Company to make payments with respect to the principal of and interest on the bonds of this series shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice from the Agent under the aforementioned Loan Agreement, signed by a General Manager and Agent, Vice President and Deputy General Manager or Assistant Vice President and Manager of the Agent, stating (i) that timely payment of the principal of or interest on the Advance has not been made, and (ii) the amount of funds required to make such payment of principal or interest or both as the case may be.

5. This bond is transferable only to a successor to the Agent under the aforementioned Loan Agreement, upon surrender hereof for cancellation at the office or agency of the Company in the borough of Manhattan, The City of New York, and upon compliance with the provisions of the Eleventh Supplemental Indenture and, thereupon, a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to such successor Agent in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee shall be affected by any notice to the contrary.

6. In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations.

7. As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of fifteen (15) days next preceding any interest payment date for bonds of such series, or next preceding any designation of bonds of such series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

8. No recourse shall be had for the payment of the principal of, premium, if any, or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, shareholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, shareholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall not become obligatory until Chemical Bank, a New York corporation, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, PacifiCorp has cause this bond to be signed in its corporate name by its Chairman of the Board, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated: December 15, 1995               By:
                                          -------------------------------------
                                                   Vice President


                        [SEAL]


                                       Attest:
                                              ---------------------------------
                                              Assistant Secretary

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds of the series herein designated, described or provided for in the within-mentioned Mortgage.

CHEMICAL BANK, as Trustee

    Date      Principal      Balance of Principal     Signature of the Trustee
             Amount Paid      Amount Outstanding
- --------------------------------------------------------------------------------

EXHIBIT (4)(d)

PACIFICORP
(AN OREGON CORPORATION)

TO

CHEMICAL BANK
(A NEW YORK CORPORATION)

AS TRUSTEE UNDER PACIFIC POWER &
LIGHT COMPANY'S MORTGAGE AND
DEED OF TRUST, DATED AS OF
JULY 1, 1947

FIFTY-FOURTH SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 1, 1995

SUPPLEMENTAL TO PACIFIC POWER & LIGHT COMPANY'S
MORTGAGE AND DEED OF TRUST
DATED AS OF JULY 1, 1947

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

FIFTY-FOURTH SUPPLEMENTAL INDENTURE

THIS INDENTURE, dated as of the 1st day of December, 1995 (hereinafter referred to as the "Fifty-fourth Supplemental Indenture") is made as a supplement to that certain Mortgage and Deed of Trust, dated as of July 1, 1947, as heretofore amended and supplemented (the "Mortgage"), executed and delivered by Pacific Power & Light Company, a Maine corporation that heretofore changed its name to PacifiCorp (the "Original Mortgagor").

This Fifty-fourth Supplemental Indenture is entered into by and between PACIFICORP, a corporation of the State of Oregon into which the Original Mortgagor heretofore was merged, whose address is 700 NE Multnomah, Portland, Oregon 97232 (the "Company") and CHEMICAL BANK, a New York corporation whose address is 450 West 33rd Street, New York, New York 10001 (the "Corporate Trustee" or "Trustee").

WHEREAS, the Mortgage (including all indentures supplemental thereto) was recorded in the official records of the States of California, Idaho, Montana, Oregon, Utah, Washington and Wyoming and various counties within said states in which this Fifty-fourth Supplemental Indenture is to be recorded, and was filed as a financing statement in accordance with the Uniform Commercial Code of each of said states; and

WHEREAS, the Original Mortgagor executed, delivered, recorded and filed its Supplemental Indentures as follows:

                        Dated as of
                        -----------
First                April 1, 1950
Second               March 1, 1952
Third                September 1, 1952
Fourth               April 1, 1954
Fifth                August 1, 1954
Sixth                October 1, 1955
Seventh              January 1, 1957
Eighth               September 1, 1957
Ninth                January 1, 1958
Tenth                July 1, 1958
Eleventh             September 1, 1960
Twelfth              June 22, 1961
Thirteenth           April 1, 1962
Fourteenth           December 1, 1962
Fifteenth            April 1, 1963

                        Dated as of
                        -----------
Sixteenth            August 1, 1963
Seventeenth          October 1, 1964
Eighteenth           October 1, 1965
Nineteenth           December 15, 1967
Twentieth            May 1, 1969
Twenty-first         November 1, 1969
Twenty-second        July 1, 1970
Twenty-third         February 1, 1971
Twenty-fourth        October 1, 1971
Twenty-fifth         October 1, 1972
Twenty-sixth         January 1, 1974
Twenty-seventh       October 1, 1974
Twenty-eighth        May 1, 1975
Twenty-ninth         January 1, 1976
Thirtieth            July 1, 1976
Thirty-first         December 1, 1976
Thirty-second        January 1, 1977
Thirty-third         November 1, 1977
Thirty-fourth        April 1, 1979
Thirty-fifth         October 1, 1980
Thirty-sixth         March 1, 1981
Thirty-seventh       October 15, 1981
Thirty-eighth        August 1, 1982
Thirty-ninth         April 1, 1983
Fortieth             March 1, 1986
Forty-first          July 1, 1986
Forty-second         July 1, 1987;

and

WHEREAS, the Original Mortgagor has heretofore issued, in accordance with the provisions of the Mortgage, forty-seven series of bonds entitled and designated First Mortgage Bonds, none of which bonds are Outstanding as of the date hereof;

and

WHEREAS, the Original Mortgagor entered into a Reorganization Agreement and Plan of Merger dated August 12, 1987, as amended, pursuant to which, among other things, the Original Mortgagor was merged into the Company as of January 9, 1989, upon such terms as fully to preserve and in no respect to impair the Lien or security

of the Mortgage or any of the rights or powers of the trustees or the bondholders thereunder; and

WHEREAS, pursuant to Article XVI of the Mortgage, the Company executed, delivered, recorded and filed its Forty-third Supplemental Indenture dated as of January 9, 1989, whereby the Company assumed and agreed to pay, duly and punctually, the principal of and interest on the bonds issued under the Mortgage, in accordance with the provisions of said bonds and coupons and the Mortgage, and agreed to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Original Mortgagor, and whereby Bankers Trust Company was appointed Corporate Trustee in succession to Morgan Guaranty Trust Company of New York, resigned, under the Mortgage, and James F. Conlan was appointed Co-Trustee in succession to R.E. Sparrow, resigned, under the Mortgage; and

WHEREAS, the Company executed, delivered, recorded and filed additional Supplemental Indentures to the Mortgage as follows:

                        Dated as of
                        -----------
Forty-fourth         March 31, 1989
Forty-fifth          December 29, 1989
Forty-sixth          March 31, 1991;

and

WHEREAS, pursuant to said Forty-sixth Supplemental Indenture, Morgan Guaranty Trust Company of New York was appointed Corporate Trustee in succession to Bankers Trust Company, resigned, under the Mortgage and James F. Conlan resigned as Co-Trustee under the Mortgage and all the right, title and powers of the Co-Trustee devolved upon the Corporate Trustee and its successors alone until such time as a successor to the Co-Trustee shall be appointed; and

WHEREAS, the Company executed, delivered, recorded and filed additional Supplemental Indentures to the Mortgage as follows:

                        Dated as of
                        -----------
Forty-seventh        December 31, 1991
Forty-eighth         March 15, 1992
Forty-ninth          July 31, 1992
Fiftieth             March 15, 1993
Fifty-first          November 1,1993
Fifty-second         June 1, 1994


                                   3

Fifty-third          August 1, 1994;

and

WHEREAS, pursuant to said Fifty-third Supplemental Indenture, Chemical Bank was appointed Corporate Trustee in succession to Morgan Guaranty Trust Company of New York, resigned, under the Mortgage; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds, of the Series and in the principal amounts as follows:

                                                      Aggregate           Aggregate
                                                  Principal Amount    Principal Amount
    Series                          Due Date           Issued            Outstanding
    ------                          --------      ----------------    -----------------
48. Forty-eighth--Medium-            various        $125,000,000       $ 120,000,000
    Term Notes, Series A
49. Forty-ninth--Medium-             various         100,000,000          80,000,000
    Term Notes, Series B
50. Fiftieth--Medium-Term            various         150,000,000         140,937,357
    Notes, Series C
51. Fifty-first--Medium-Term         various         125,000,000         125,000,000
    Notes, Series D
52. Fifty-second--C-U                various         125,216,000          92,644,000
53. Fifty-third--Medium-Term         various         250,000,000         250,000,000
    Notes, Series E
54. Fifty-fourth--6 3/4%            4/1/2005          75,000,000          75,000,000
55. Fifty-fifth--Medium-Term         various         250,000,000         250,000,000
    Notes, Series F
56. Fifty-sixth--E-L                 various          35,600,000          35,600,000
57. Fifty-seventh Medium-Term        various         250,000,000         250,000,000
    Notes, Series G
58. Fifty-eighth Series-1994-1       various         108,235,000        108,235,000;

and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to the coupon bonds, if any, of such series shall be established by Resolution of the Board of Directors of the Company; that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof; and that such series may also contain such provisions not inconsistent with the provisions of

the Mortgage, as supplemented, as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 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 (to the extent permitted by law) 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 or restrictions 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 by Resolution as provided in Section 8 of the Mortgage) establish the terms and provisions of any series of bonds other than the First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the Lien of the Mortgage shall be situated; and the Trustee is further authorized by said Section 120 to join with the Company in the execution of such instrument or instruments, and such instrument, executed and acknowledged as aforesaid, shall be delivered to the Trustee, and thereupon any modification of the provisions of the Mortgage therein set forth, authorized by said Section 120, shall be binding upon the parties to the Mortgage, their successors and assigns, and the holders of the bonds and coupons thereby secured; provided, however, anything therein contained to the contrary not withstanding, said Section 120 shall not be construed to permit any act, waiver, surrender or restriction adversely affecting any bonds then Outstanding under the Mortgage; and

WHEREAS, in Section 42 of the Mortgage the Original Mortgagor 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 to transfer to any new trustee or trustees or co-trustee or co-trustees, the estates, powers, instruments or funds held in trust thereunder; and

WHEREAS, the Company now desires to create three new series of bonds and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it; and

WHEREAS, the execution and delivery by the Company of this Fifty- fourth Supplemental Indenture has been duly authorized by the Board of Directors of the Company by appropriate Resolutions;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE I

GRANTING CLAUSES

The Company, in consideration of the premises and of One Dollar ($1) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further assurance of the estate, title and rights of the Trustee under the Mortgage and in order further 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 the 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 grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in
Section 6 of the Mortgage) unto Chemical Bank as Trustee under the Mortgage, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, all property, real, personal and mixed, owned by the Original Mortgagor as of the date of the Mortgage and acquired by the Original Mortgagor or the Company after the date of the Mortgage, subject to the provisions of subsection (I) of Section 87 of the Mortgage and Section 2.02 of the Forty-third Supplemental Indenture thereto, of the kind or nature specifically mentioned in Article XXI of the Mortgage or of any other kind or nature (except any herein or in the Mortgage expressly excepted), now owned, or, subject to the provisions of subsection (I) of Section 87 of the Mortgage and
Section 2.02 of the Forty-third Supplemental Indenture thereto, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, 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 by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio, television and air conditioning systems and equipment incidental thereto, water works, water systems, steam

heat 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, electric, gas, and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage expressly excepted) all right, title and interest the Company may now have or may hereafter acquire in and to any and all property of any kind or nature wheresoever situated;

And the Company does hereby confirm that the Company will not cause or consent to a partition, either voluntarily or through legal proceedings, of property subject to the Lien of the Mortgage whether herein described or heretofore or hereafter acquired, in which its ownership shall be as a tenant in common, except as permitted by and in conformity with the provisions of the Mortgage and particularly of Article XI thereof;

TOGETHER WITH and all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 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 (subject to the provisions of subsection (I) of Section 87 of the Mortgage and
Section 2.02 of the Forty-third Supplemental Indenture thereto) may hereafter acquire in and to the aforementioned property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of subsection (I) of Section 87 of the Mortgage and Section 2.02 of the Forty-third Supplemental Indenture thereto, 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 granted and conveyed hereby and by the Mortgage, 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 conveyed hereby or thereby;

Provided that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from the Lien and operation of the Mortgage, viz.: (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; fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; all aircraft, tractors, rolling stock, trolley coaches, buses, motor coaches, automobiles, motor trucks, and other vehicles and materials and supplies held for the purpose of repairing or replacing (in whole or part) any of the same;
(3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company;
(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, steam, water, ice and other materials or products generated, manufactured, stored, produced, purchased or acquired by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties and all Natural Gas and Oil Production Property, as defined in Section 4 of the Mortgage; and (6) the Company's franchise to be a corporation; 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 or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto Chemical Bank as Trustee, and its successors and assigns forever;

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

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property hereinbefore described and conveyed, and to the estates, rights, obligations and duties of the Company and the Trustee under the Mortgage and the beneficiaries of the trust with respect to said property, and to the Trustee under the Mortgage and its 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.

ARTICLE II

FIFTY-NINTH SERIES OF BONDS

SECTION 2.01. There shall be a series of bonds designated "First Mortgage Bonds, Adjustable Rate Replacement Series" (herein sometimes referred to as the "Fifty-ninth Series"), each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Fifty-ninth Series shall mature on the maturity date, and in principal amounts corresponding to the principal amounts, of first mortgage and collateral trust bonds designated "Adjustable Rate Replacement Series," issued under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, on the basis of such bonds of the Fifty-ninth Series. Bonds of the Fifty-ninth Series shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear no interest; and the principal of each such bond 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. Bonds of the Fifty-ninth Series shall be dated as in Section 10 of the Mortgage provided.

(I) Bonds of the Fifty-ninth Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage (including, among other things, the provisions of Sections 39, 64 or 87 of the Mortgage or with the Proceeds of Released Property).

(II) At the option of the registered owner, any bonds of the Fifty- ninth 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 of other authorized denominations.

Bonds of the Fifty-ninth Series shall be transferable (subject to the provisions of Section 12 of the Mortgage and to the limitations set forth in this Fifty-fourth Supplemental Indenture), upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar 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 Fifty-ninth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in
Section 12 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 Fifty- ninth Series.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of the Fifty-ninth Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of such trustee, stating that interest or principal due and payable on any bonds issued under said Mortgage and Deed of Trust has not been fully paid and specifying the amount of funds required to make such payment.

Bonds of the Fifty-ninth Series shall be initially issued in the name of Chemical Bank, as trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, and shall not be transferable, except to any successor trustee under said Mortgage and Deed of Trust.

After the execution and delivery of this Fifty-fourth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be issued bonds of the Fifty-ninth Series in an aggregate principal amount not to exceed Six Million Six Hundred Seventeen Thousand Dollars ($6,617,000).

ARTICLE III

SIXTIETH SERIES OF BONDS

SECTION 3.01. There shall be a series of bonds designated "First Mortgage Bonds, 9 3/8% Replacement Series Due 1997" (herein sometimes referred to as the "Sixtieth Series"), each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixtieth Series shall mature on the maturity date, and in principal amounts corresponding to the principal amounts, of first mortgage and collateral trust bonds designated "9 3/8% Replacement Series Due 1997," issued under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, on the basis of such bonds of the Sixtieth Series. Bonds of the Sixtieth Series shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear no interest; and the principal of each such bond 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. Bonds of the Sixtieth Series shall be dated as in Section 10 of the Mortgage provided.

(I) Bonds of the Sixtieth Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage (including, among other things, the provisions of Sections 39, 64 or 87 of the Mortgage or with the Proceeds of Released Property).

(II) At the option of the registered owner, any bonds of the Sixtieth 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 of other authorized denominations.

Bonds of the Sixtieth Series shall be transferable (subject to the provisions of Section 12 of the Mortgage and to the limitations set forth in this Fifty-fourth Supplemental Indenture), upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any transfer or exchange of bonds of the Sixtieth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 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 Sixtieth Series.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of the Sixtieth Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of such trustee, stating that interest or principal due and payable on any bonds issued under said Mortgage and Deed of Trust has not been fully paid and specifying the amount of funds required to make such payment.

Bonds of the Sixtieth Series shall be initially issued in the name of Chemical Bank, as trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, and shall not be transferable, except to any successor trustee under said Mortgage and Deed of Trust.

After the execution and delivery of this Fifty-fourth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be issued bonds of the Sixtieth Series in an aggregate principal amount not to exceed Twenty- Five Million Dollars ($25,000,000).

ARTICLE IV

SIXTY-FIRST SERIES OF BONDS

SECTION 4.01. There shall be a series of bonds designated "First Mortgage Bonds, Bond Credit Series Bonds" (herein sometimes referred to as the "Sixty-first Series"), each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-first Series shall mature on the maturity date, and in principal amounts corresponding to the principal amounts, of first mortgage and collateral trust bonds designated "Bond Credit Series Bonds," issued under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, on the basis of such bonds of the Sixty-first Series. Bonds of the Sixty-first Series shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear no interest; and the principal of each such bond 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. Bonds of the Sixty-first Series shall be dated as in Section 10 of the Mortgage provided.

(I) Bonds of the Sixty-first Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage (including, among other things, the provisions of Sections 39, 64 or 87 of the Mortgage or with the Proceeds of Released Property).

(II) At the option of the registered owner, any bonds of the Sixty- first 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 of other authorized denominations.

Bonds of the Sixty-first Series shall be transferable (subject to the provisions of Section 12 of the Mortgage and to the limitations set forth in this Fifty-fourth Supplemental Indenture), upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any transfer or exchange of bonds of the Sixty-first Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 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 Sixty-first Series.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of the Sixty-first Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of such trustee, stating that interest or principal due and payable on any bonds issued under said Mortgage and Deed of Trust has not been fully paid and specifying the amount of funds required to make such payment.

Bonds of the Sixty-first Series shall be initially issued in the name of Chemical Bank, as trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, and shall not be transferable, except to any successor trustee under said Mortgage and Deed of Trust.

After the execution and delivery of this Fifty-fourth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be issued bonds of the Sixty-first Series in an aggregate principal amount not to exceed One Hundred Fifteen Million Two Hundred Seventy-Three Thousand Five Hundred and Thirty-Nine Dollars ($115,273,539).

ARTICLE V

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

SECTION 5.01. The Company reserves the right, without any consent or other action by holders of bonds of the Fifty-fourth Series, or any other series of bonds subsequently created under the Mortgage (including the bonds of the Fifty-ninth Series, the Sixtieth Series and the Sixty-First 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 (7) which shall read as follows:

"(7) 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 VI

MISCELLANEOUS PROVISIONS

SECTION 6.01. The right, if any, of the Company to assert the defense of usury against a holder or holders of bonds of the Fifty-ninth Series, the Sixtieth Series, the Sixty-First Series or any subsequent series shall be determined only under the laws of the State of New York.

SECTION 6.02. The terms defined in the Mortgage shall, for all purposes of this Fifty-fourth Supplemental Indenture, have the meanings specified in the Mortgage.

SECTION 6.03. The Trustee hereby accepts the trusts declared, provided, created or supplemented in the Mortgage and herein, and agrees to perform the same upon the

terms and conditions set forth herein and in the Mortgage, and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Mortgage shall apply to and form part of this Fifty-fourth 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 Fifty-fourth Supplemental Indenture.

SECTION 6.04. Whenever in this Fifty-fourth Supplemental Indenture either the Company or the Trustee is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Fifty-fourth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, or either of them, 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 6.05. Nothing in this Fifty-fourth 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 Fifty-fourth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty- fourth 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 coupons Outstanding under the Mortgage.

SECTION 6.06. This Fifty-fourth 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.

IN WITNESS WHEREOF, PACIFICORP 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 its Secretary or one of its Assistant Secretaries; and Chemical Bank has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested to by one of its Senior Trust Officers, all as of the day and year first above written.

[SEAL] PACIFICORP

                                             By    s/s    R. F. LANZ
                                                 -------------------
                                                     Vice President

Attest:


   s/s    LENORE M. MARTIN
- -------------------------------
          Assistant Secretary

CHEMICAL BANK
as Corporate Trustee

                                             By      s/s    F. J. GRIPPO
                                                 -------------------------
                                                     Vice President
Attest:


    s/s    GLENN G. MCKEEVER
- --------------------------------
         Senior Trust Officer

STATE OF OREGON                     )
                                    ) ss:
COUNTY OF MULTNOMAH                 )

On this 7th day of December, 1995, before me, Sheryl L. Stratton, a Notary Public in and for the State of Oregon, personally appeared Robert F. Lanz and Lenore M. Martin, known to me to be a Vice President and an Assistant Secretary, respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.

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

                                                 s/s   SHERYL L. STRATTON
                                             ----------------------------
                                             My commission expires: 5/25/96
[SEAL]                                       Residing at:  Portland, Oregon

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

On this 13th day of December, 1995, before me, Annabelle DeLuca, a Notary Public in and for the State of New York, personally appeared F. J. Grippo and Glenn G. McKeever, known to me to be a Vice President and a Senior Trust Officer, respectively, of CHEMICAL BANK, A NEW YORK CORPORATION, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.

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

                                                s/s   ANNABELLE DELUCA
                                             --------------------------------
                                             Notary Public, State of New York
                                             No.  O1DE5013759
                                             Qualified in Kings County
[SEAL]                                       Commission expires: July 15, 1997

(AN OREGON CORPORATION)

TO

CHEMICAL BANK
(A NEW YORK CORPORATION)

AS TRUSTEE UNDER UTAH POWER &
LIGHT COMPANY'S MORTGAGE AND
DEED OF TRUST, DATED AS OF
DECEMBER 1, 1943

FIFTY-SIXTH SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 1, 1995

SUPPLEMENTAL TO UTAH POWER & LIGHT COMPANY'S
MORTGAGE AND DEED OF TRUST
DATED AS OF DECEMBER 1, 1943

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

FIFTY-SIXTH SUPPLEMENTAL INDENTURE

THIS INDENTURE, dated as of the 1st day of December, 1995 (hereinafter referred to as the "Fifty-sixth Supplemental Indenture") is made as a supplement to that certain Mortgage and Deed of Trust, dated as of December 1, 1943, as heretofore amended and supplemented (the "Mortgage"), executed and delivered by Utah Power & Light Company, a Maine corporation that subsequently merged into Utah Power & Light Company, a Utah corporation (hereinafter referred to respectively as the "Maine Company" and the "Utah Company"; and hereinafter referred to collectively as the "Original Mortgagor").

This Fifty-sixth Supplemental Indenture is entered into by and between PACIFICORP, a corporation of the State of Oregon into which the Original Mortgagor heretofore was merged, whose address is 700 NE Multnomah, Portland, Oregon 97232 (the "Company") and CHEMICAL BANK, a New York corporation whose address is 450 West 33rd Street, New York, New York 10001 (the "Corporate Trustee" or "Trustee").

WHEREAS, the Mortgage (including all indentures supplemental thereto) was recorded in the official records of the States of Colorado, Idaho, New Mexico, Utah and Wyoming and various counties within said states in which this Fifty-sixth Supplemental Indenture is to be recorded, and was filed as a financing statement in accordance with the Uniform Commercial Code of each of said states; and

WHEREAS, the Maine Company executed, delivered, recorded and filed the First Supplemental Indenture through the Twenty-fifth Supplemental Indenture to the Mortgage, inclusive, and the Utah Company executed, delivered, recorded and filed subsequent Supplemental Indentures as follows:

                         Dated as of
                         -----------
First                  January 1, 1945
Second                 May 1, 1946
Third                  April 1, 1948
Fourth                 May 1, 1949
Fifth                  October 1, 1949
Sixth                  October 1, 1950
Seventh                October 1, 1951
Eighth                 October 1, 1952
Ninth                  May 1, 1954
Tenth                  September 1, 1955
Eleventh               October 1, 1957
Twelfth                September 1, 1960
Thirteenth             June 1, 1962

                         Dated as of
                         -----------
Fourteenth             April 1, 1963
Fifteenth              August 1, 1964
Sixteenth              March 1, 1968
Seventeenth            December 1, 1969
Eighteenth             April 1, 1970
Nineteenth             March 1, 1971
Twentieth              May 1, 1972
Twenty-first           February 1, 1974
Twenty-second          October 1, 1974
Twenty-third           November 1, 1975
Twenty-fourth          February 1, 1976
Twenty-fifth           April 1, 1976
Twenty-sixth           August 31, 1976
Twenty-seventh         September 1, 1976
Twenty-eighth          November 1, 1976
Twenty-ninth           March 1, 1977
Thirtieth              September 1, 1977
Thirty-first           April 1, 1978
Thirty-second          May 1, 1978
Thirty-third           April 1, 1979
Thirty-fourth          September 1, 1979
Thirty-fifth           March 1, 1980
Thirty-sixth           April 1, 1981
Thirty-seventh         December 1, 1981
Thirty-eighth          July 1, 1982
Thirty-ninth           December 1, 1982
Fortieth               September 1, 1984
Forty-first            October 1, 1986
Forty-second           December 1, 1986
Forty-third            May 1, 1987
Forty-fourth           June 1, 1987;

and

WHEREAS, the Maine Company and the Utah Company have heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds, of the First Series through the Forty-seventh Series, inclusive, none of which bonds are Outstanding as of the date hereof;

and

WHEREAS, the Utah Company entered into a Reorganization Agreement and Plan of Merger dated August 12, 1987, as amended, pursuant to which, among other things, the Utah Company was merged into the Company as of January 9, 1989, upon such terms as fully to preserve and in no respect to impair the Lien or security of the Mortgage or any of the rights or powers of the trustees or the bondholders thereunder; and

WHEREAS, pursuant to Article XVII of the Mortgage, the Company executed, delivered, recorded and filed its Forty-fifth Supplemental Indenture dated as of January 9, 1989, whereby the Company assumed and agreed to pay, duly and punctually, the principal of and interest on the bonds issued under the Mortgage, in accordance with the provisions of said bonds and coupons and the Mortgage, and agreed to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Original Mortgagor, and whereby The Chase Manhattan Bank (National Association) was appointed Corporate Trustee in succession to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), resigned, under the Mortgage, and C.J. Heinzelmann was appointed Co-Trustee in succession to W.A. Spooner, resigned, under the Mortgage; and

WHEREAS, the Company executed, delivered, recorded and filed additional Supplemental Indentures to the Mortgage as follows:

                         Dated as of
                         -----------
Forty-sixth            March 31, 1989
Forty-seventh          December 29, 1989
Forty-eighth           March 31, 1991;

and

WHEREAS, pursuant to said Forty-eighth Supplemental Indenture, Morgan Guaranty Trust Company of New York was appointed Corporate Trustee in succession to The Chase Manhattan Bank (National Association), resigned, under the Mortgage and C.J. Heinzelmann resigned as Co-Trustee under the mortgage and all the right, title and powers of the Co-Trustee devolved upon the Corporate Trustee and its successors alone until such time as a successor to the Co-Trustee shall be appointed; and

WHEREAS, the Company executed, delivered, recorded and filed additional Supplemental Indentures to the Mortgage as follows:

                         Dated as of
                         -----------
Forty-ninth            December 31, 1991
Fiftieth               March 15, 1992
Fifty-first            July 31, 1992
Fifty-second           March 15, 1993
Fifty-third            November 1, 1993
Fifty-fourth           June 1, 1994
Fifty-fifth            August 1, 1994;

and

WHEREAS, pursuant to said Fifty-fifth Supplemental Indenture, Chemical Bank was appointed Corporate Trustee in succession to Morgan Guaranty Trust Company of New York, resigned, under the Mortgage; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds, of the Series and in the principal amounts as follows:

                                                Aggregate          Aggregate
                                            Principal Amount   Principal Amount
Series                           Due Date        Issued           Outstanding
- ------                           --------   ----------------   ----------------

48.  Forty-eighth--Medium-
     Term Notes, Series A         various     $125,000,000       $120,000,000
49.  Forty-ninth--Medium-
     Term Notes, Series B         various      100,000,000         80,000,000
50.  Fiftieth--Medium-Term
     Notes, Series C              various      150,000,000        140,937,357
51.  Fifty-first--Medium-
     Term Notes, Series D         various      125,000,000        125,000,000
52.  Fifty-second--C-U            various      125,216,000         92,644,000
53.  Fifty-third--Medium-
     Term Notes, Series E         various      250,000,000        250,000,000
54.  Fifty-fourth--6 3/4%        4/1/2005       75,000,000         75,000,000
55.  Fifty-fifth--Medium-
     Term Notes, Series F         various      250,000,000        250,000,000
56.  Fifty-sixth--E-L             various       35,600,000         35,600,000
57.  Fifty-seventh--Medium
     Term Notes, Series G         various      250,000,000        250,000,000
58.  Fifty-eighth, Series 1994-1  various      108,235,000       108,235,000;

and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 130 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 or restrictions 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 establish the terms and provisions of any series of bonds other than the First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the Lien of the Mortgage shall be situated; and the Trustee is further authorized by said Section 130 to join with the Company in the execution of any such instrument or instruments, and such instrument, executed and acknowledged as aforesaid, shall be delivered to the Trustee and thereupon any modification of the provisions of the Mortgage therein set forth, authorized by said
Section 130, shall be binding upon the parties to the Mortgage, their successors and assigns, and the holders of the bonds and coupons thereby secured; provided, however; anything therein contained to the contrary notwithstanding, said
Section 130 shall not be construed to permit any act, waiver; surrender or restriction adversely affecting any bonds then Outstanding under the Mortgage; and

WHEREAS, in Section 42 of the Mortgage, the Original Mortgagor 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 to transfer to any new trustee or trustees or co-trustee or co-trustees, the estates, powers, instruments or funds held in trust thereunder; and

WHEREAS, the Company now desires to create three new series of bonds and (pursuant to Section 130 of the Mortgage) to add to its covenants and agreements contained in the Mortgage certain other covenants and agreements to be observed by it; and

WHEREAS, the execution and delivery by the Company of this Fifty-sixth Supplemental Indenture has been duly authorized by the Board of Directors by appropriate Resolutions;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE I

GRANTING CLAUSES

The Company, in consideration of the premises and of One Dollar ($1) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee under the Mortgage and in order further 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 the 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 grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Chemical Bank as Trustee under the Mortgage, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, all property, real, personal and mixed, owned by the Original Mortgagor as of the date of the Mortgage and acquired by the Original Mortgagor or the Company after the date of the Mortgage, subject to the provisions of Section 97 of the Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto, of the kind or nature specifically mentioned in Paragraphs One through Twelve, inclusive, of the Mortgage, or of any other kind or nature (except any herein or in the Mortgage expressly excepted), now owned, or, subject to the provisions of Section 97 of the Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, 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 by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, street and interurban railway systems, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture, chattels and chooses in action; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; 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 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 like kind and character as herein described or of any other kind or character appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Mortgage described;

And the Company does hereby confirm that the Company will not cause or consent to a partition, either voluntarily or through legal proceedings, of property subject to the Lien of the Mortgage whether herein described or heretofore or hereafter acquired, in which its ownership shall be as a tenant in common, except as permitted by and in conformity with the provisions of the Mortgage and particularly of Article XII thereof;

TOGETHER WITH all and singular the tenements, hereditaments 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 67 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 (subject to the provisions of Section 97 of the Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto) may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 97 of the Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto, 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 granted and conveyed hereby and by the Mortgage, 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 conveyed hereby or thereby;

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed hereunder and are expressly excepted from the Lien and operation of the Mortgage, viz.: (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, materials or supplies held for the purpose of sale or other disposition in the usual course of business and fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; electric trolley coaches, rolling stock, buses, motor coaches, automobiles and other vehicles; (3) bills, notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; the last day of the term of any lease or leasehold which may be or become subject to the Lien of the Mortgage; (4) electric energy, gas and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; and (5) the Company's franchise to be a corporation; 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 or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIV of the Mortgage by reason of the occurrence of a Default as defined in Section 75 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto Chemical Bank as Trustee, and its successors and assigns forever;

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

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property hereinbefore described and conveyed, and to the estates, rights, obligations and duties of the Company and the Trustee under the Mortgage and the beneficiaries of the trust with respect to said property, and to the Trustee under the Mortgage and its 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.

ARTICLE II

FIFTY-NINTH SERIES OF BONDS

SECTION 2.01. There shall be a series of bonds designated "First Mortgage Bonds, Adjustable Rate Replacement Series" (herein sometimes referred to as the "Fifty-ninth Series"), each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Fifty-ninth Series shall mature on the maturity date, and in principal amounts corresponding to the principal amounts, of first mortgage and collateral trust bonds designated "Adjustable Rate Replacement Series," issued under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, on the basis of such bonds of the Fifty-ninth Series. Bonds of the Fifty-ninth Series shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear no interest; and the principal of each such bond 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. Bonds of the Fifty-ninth Series shall be dated as in Section 10 of the Mortgage provided.

(I) Bonds of the Fifty-ninth Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage (including, among other things, the provisions of Sections 39 or 74 of the Mortgage or with the proceeds of released property pursuant to Section 71 of the Mortgage).

(II) At the option of the registered owner, any bonds of the Fifty- ninth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by his duly authorized attorney shall (subject to the provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fifty-ninth Series shall be transferable (subject to the provisions of Section 12 of the Mortgage and to the limitations set forth in this Fifty-sixth Supplemental Indenture), upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the

registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any transfer or exchange of bonds of the Fifty-ninth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 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 Fifty-ninth Series.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of the Fifty-ninth Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of such trustee, stating that interest or principal due and payable on any bonds issued under said Mortgage and Deed of Trust has not been fully paid and specifying the amount of funds required to make such payment.

Bonds of the Fifty-ninth Series shall be initially issued in the name of Chemical Bank, as trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, and shall not be transferable, except to any successor trustee under said Mortgage and Deed of Trust.

After the execution and delivery of this Fifty-sixth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be issued bonds of the Fifty-ninth Series in an aggregate principal amount not to exceed Six Million Six Hundred Seventeen Thousand Dollars ($6,617,000).

ARTICLE III

SIXTIETH SERIES OF BONDS

SECTION 3.01. There shall be a series of bonds designated "First Mortgage Bonds, 9 3/8% Replacement Series Due 1997" (herein sometimes referred to as the "Sixtieth Series"), each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixtieth Series shall mature on the maturity date, and in principal amounts corresponding to the principal amounts, of first mortgage and collateral trust bonds designated "9 3/8% Replacement Series Due 1997," issued under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, on the basis of such bonds of the Sixtieth Series. Bonds of the Sixtieth Series shall be issued as fully registered bonds in the

denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear no interest; and the principal of each such bond 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. Bonds of the Sixtieth Series shall be dated as in Section 10 of the Mortgage provided.

(I) Bonds of the Sixtieth Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage (including, among other things, the provisions of Sections 39 or 74 of the Mortgage or with the proceeds of released property pursuant to Section 71 of the Mortgage).

(II) At the option of the registered owner, any bonds of the Sixtieth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by his duly authorized attorney shall (subject to the provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixtieth Series shall be transferable (subject to the provisions of Section 12 of the Mortgage and to the limitations set forth in this Fifty-sixth Supplemental Indenture), upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any transfer or exchange of bonds of the Sixtieth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 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 Sixtieth Series.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of the Sixtieth Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of such trustee, stating that interest or principal due and payable on any bonds issued under said Mortgage and Deed of Trust has not been fully paid and specifying the amount of funds required to make such payment.

Bonds of the Sixtieth Series shall be initially issued in the name of Chemical Bank, as trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, and shall not be transferable, except to any successor trustee under said Mortgage and Deed of Trust.

After the execution and delivery of this Fifty-sixth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be issued bonds of the Sixtieth Series in an aggregate principal amount not to exceed Twenty- Five Million Dollars ($25,000,000).

ARTICLE IV

SIXTY-FIRST SERIES OF BONDS

SECTION 4.01. There shall be a series of bonds designated "First Mortgage Bonds, Bond Credit Series Bonds" (herein sometimes referred to as the "Sixty-first Series"), each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-first Series shall mature on the maturity date, and in principal amounts corresponding to the principal amounts, of first mortgage and collateral trust bonds designated "Bond Credit Series Bonds," issued under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, on the basis of such bonds of the Sixty-first Series. Bonds of the Sixty-first Series shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear no interest; and the principal of each such bond 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. Bonds of the Sixty-first Series shall be dated as in Section 10 of the Mortgage provided.

(I) Bonds of the Sixty-first Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage (including, among other things, the provisions of Sections 39 or 74 of the Mortgage or with the proceeds of released property pursuant to Section 71 of the Mortgage).

(II) At the option of the registered owner, any bonds of the Sixty- first Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by his duly authorized attorney shall (subject to the provisions of Section 12 of the Mortgage) be

exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-first Series shall be transferable (subject to the provisions of Section 12 of the Mortgage and to the limitations set forth in this Fifty-sixth Supplemental Indenture), upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any transfer or exchange of bonds of the Sixty-first Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 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 Sixty-first Series.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of the Sixty-first Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Chemical Bank, as trustee, signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of such trustee, stating that interest or principal due and payable on any bonds issued under said Mortgage and Deed of Trust has not been fully paid and specifying the amount of funds required to make such payment.

Bonds of the Sixty-first Series shall be initially issued in the name of Chemical Bank, as trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, and shall not be transferable, except to any successor trustee under said Mortgage and Deed of Trust.

After the execution and delivery of this Fifty-sixth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be issued bonds of the Sixty-first Series in an aggregate principal amount not to exceed Three Hundred Eighty-Three Million Three Hundred Sixteen Thousand Two Hundred and Fourteen Dollars ($383,316,214).

ARTICLE V

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

SECTION 5.01. The Company reserves the right, without any consent or other action by holders of bonds of the Fifty-fourth Series, or any other series of bonds subsequently created under the Mortgage (including the bonds of the Fifty-ninth Series, the

Sixtieth Series and the Sixty-first 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 (6) which shall read as follows:

"(6) 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 VI

MISCELLANEOUS PROVISIONS

SECTION 6.01. The right, if any, of the Company to assert the defense of usury against a holder or holders of bonds of the Fifty-ninth Series, the Sixtieth Series, the Sixty-first Series or any subsequent series shall be determined only under the laws of the State of New York.

SECTION 6.02. The terms defined in the Mortgage shall, for all purposes of this Fifty-sixth Supplemental Indenture, have the meanings specified in the Mortgage.

SECTION 6.03. The Trustee hereby accepts the trusts declared, provided, created or supplemented in the Mortgage and herein, and agrees to perform the same upon the terms and conditions set forth herein and in the Mortgage, and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVIII of the Mortgage shall apply to and form part of this Fifty-sixth 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 the Fifty-sixth Supplemental Indenture.

SECTION 6.04. Whenever in this Fifty-sixth Supplemental Indenture either the Company or the Trustee is named or referred to, this shall, subject to the provisions of Articles XVII and XVIII of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Fifty-sixth Supplemental

Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, or either of them, 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 6.05. Nothing in this Fifty-sixth 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 Fifty-sixth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-sixth 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 coupons Outstanding under the Mortgage.

SECTION 6.06. This Fifty-sixth 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.

IN WITNESS WHEREOF, PACIFICORP 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 its Secretary or one of its Assistant Secretaries; and Chemical Bank has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested to by one of its Senior Trust Officers, all as of the day and year first above written.

[SEAL] PACIFICORP

                                       By    s/s   R. F. LANZ
                                           -------------------------------
                                             Vice President

Attest:


   s/s    LENORE M. MARTIN
- -------------------------------
         Assistant Secretary

CHEMICAL BANK
as Corporate Trustee

                                       By    s/s    F. J. GRIPPO
                                           -------------------------------
                                             Vice President
Attest:


   s/s    GLENN G. MCKEEVER
- -------------------------------
       Senior Trust Officer

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

On this 7th day of December, 1995, before me, Sheryl L. Stratton, a Notary Public in and for the State of Oregon, personally appeared Robert F. Lanz and Lenore M. Martin, known to me to be a Vice President and an Assistant Secretary, respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.

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

                                       s/s   SHERYL L. STRATTON
                                  -------------------------------------
                                  My commission expires: 5/25/96
[SEAL]                            Residing at:  Portland, Oregon

STATE OF NEW YORK       )
                        ) ss:
COUNTY OF NEW YORK      )

On this 13th day of December, 1995, before me, Annabelle DeLuca, a Notary Public in and for the State of New York, personally appeared F. J. Grippo and Glenn G. McKeever, known to me to be a Vice President and a Senior Trust Officer, respectively, of CHEMICAL BANK, A NEW YORK CORPORATION, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.

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

                                       s/s   ANNABELLE DELUCA
                                  -------------------------------------
                                  Notary Public, State of New York
                                  No.  O1DE5013759
                                  Qualified in Kings County
[SEAL]                            Commission expires: July 15, 1997