<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 1994
Registration No. 33-________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
PACIFICORP
(Exact name of registrant as specified in its charter)
_________________
OREGON 93-9246090
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
(Address of Principal (Zip Code)
Executive Offices)
_________________
COMPENSATION AGREEMENT EFFECTIVE AS OF NOVEMBER 28, 1994
BETWEEN PACIFICORP AND EDWIN O'MARA
(FULL TITLE OF THE PLAN)
RICHARD T. O'BRIEN
VICE PRESIDENT
PACIFICORP
700 NE MULTNOMAH, SUITE 1600
PORTLAND, OR 97232
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
FOR SERVICE: (503) 731-2000
COPY TO:
JOHN M. SCHWEITZER
STOEL RIVES BOLEY JONES & GREY
700 NE MULTNOMAH, SUITE 1600
PORTLAND, OREGON 97232
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
==========================================================================================
<CAPTION>
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
__________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 6,000 Shares $18.375 $110,250 $38.02
==========================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933. The calculation of the registration
fee is based on $18.375, which was the average of the high and low prices of the
Common Stock on November 23, 1994, as reported in The Wall Street Journal for New
_______________________
York Stock Exchange listed securities.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
_______________________________________
The following documents filed by PacifiCorp (the "Company") with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the Company's latest fiscal
year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or prospectus referred to in (a) above.
(c) The description of the common stock of the Company contained in
the Company's registration under Section 12 of the Securities Exchange Act
of 1934, including any amendment or report updating such description.
All reports and other documents subsequently filed by the Company
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities.
_________________________
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
______________________________________
Not applicable.
Item 6. Indemnification of Directors and Officers.
_________________________________________
The Company's Second Restated Articles of Incorporation, as amended
("Restated Articles"), and Bylaws, as amended ("Bylaws"), require the Company
to indemnify directors and officers to the fullest extent not prohibited by
law. The right to and amount of indemnification will be ultimately subject to
determination by a court that indemnification in the circumstances presented
is consistent with public policy considerations and other provisions of law.
It is likely, however, that the Restated Articles would require
indemnification at least to the extent that indemnification is authorized by
the Oregon Business Corporation Act ("OBCA"). The effect of the OBCA is
summarized as follows:
(a) The OBCA permits the Company to grant a right of
indemnification in respect of any pending, threatened or completed action,
suit or proceeding, other than an action by or in the right of the Company,
against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred, provided the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. Indemnification is not permitted in
connection with a
II-1
<PAGE>
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received unless indemnification is permitted by a court
upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The termination
of a proceeding by judgment, order, settlement, conviction or plea of nolo
contendere or its equivalent is not, of itself, determinative that the person
did not meet the prescribed standard of conduct.
(b) The OBCA permits the Company to grant a right of
indemnification in respect of any proceeding by or in the right of the Company
against the reasonable expenses (including attorneys' fees) incurred, if the
person concerned acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification may be granted if such person is adjudged to be liable
to the Company unless permitted by a court.
(c) Under the OBCA, the Company may not indemnify a person in
respect of a proceeding described in (a) or (b) above unless it is determined
that indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors,
by a majority vote of a quorum consisting of directors not at the time parties
to the proceeding, (ii) if a quorum of directors not parties to the proceeding
cannot be obtained, by a majority vote of a committee of two or more directors
not at the time parties to the proceeding, (iii) by special legal counsel
selected by the Board of Directors or the committee thereof, as described in
(i) and (ii) above, or (iv) by the shareholders. Authorization of the
indemnification and evaluation as to the reasonableness of expenses are to be
determined as specified in any one of (i) through (iv) above, except that if
the determination of such indemnification's permissibility is made by special
counsel then the determination of the reasonableness of such expenses is to be
made by those entitled to select special counsel. Indemnification can also be
ordered by a court if the court determines that indemnification is fair in
view of all of the relevant circumstances. Notwithstanding the foregoing,
every person who has been wholly successful, on the merits or otherwise, in
defense of a proceeding described in (a) or (b) above is entitled to be
indemnified as a matter of right against reasonable expenses incurred in
connection with the proceeding.
(d) Under the OBCA, the Company may pay for or reimburse the
reasonable expenses incurred in defending a proceeding in advance of the final
disposition thereof if the director or officer receiving the advance furnishes
(i) a written affirmation of the director's or officer's good faith belief
that he or she has met the prescribed standard of conduct, and (ii) a written
undertaking to repay the advance if it is ultimately determined that such
person did not meet the standard of conduct.
The rights of indemnification described above are not exclusive of
any other rights of indemnification to which officers or directors may be
entitled under any statute, agreement, vote of shareholders, action of
directors, or otherwise. Indemnity agreements entered into by the Company
require the Company to indemnify the directors that are parties thereto to the
fullest extent permitted by law and are intended to create an obligation to
indemnify to the fullest extent a court may find to be consistent with public
policy considerations. Resolutions adopted by the Company's board of
directors are intended to have a similar result with respect to officers of
the Company.
The Company has directors' and officers' liability insurance coverage
which insures officers and directors of the Company against certain
liabilities.
Item 7. Exemption From Registration Claimed.
___________________________________
Not Applicable.
II-2
<PAGE>
Item 8. Exhibits.
________
(4)(a) Second Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit (3)a, Form 10-K for
the fiscal year ended December 31, 1992, File No. 1-5152.
(4)(b) Bylaws of the Company as amended November 17, 1993. Incorporated
by reference to Exhibit (3)b, Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-5152.
(23) Consent of Deloitte & Touche LLP.
(24) Powers of Attorney.
Item 9. Undertakings.
____________
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act
II-3
<PAGE>
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on November 28, 1994.
PACIFICORP
By RICHARD T. O'BRIEN
__________________________________________
Richard T. O'Brien
Vice President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons on
November 28, 1994 in the capacities indicated.
SIGNATURE TITLE
_________ _____
*FREDERICK W. BUCKMAN President, Chief Executive
_________________________________ Officer and Director
Frederick W. Buckman
*WILLIAM J. GLASGOW Senior Vice President and
_________________________________ Chief Financial Officer
William J. Glasgow
*DANIEL L. SPALDING Senior Vice President
_________________________________ (Chief Accounting Officer)
Daniel L. Spalding
*C.M. BISHOP, JR. Director
_________________________________
C.M. Bishop, Jr.
*C. TODD CONOVER Director
_________________________________
C. Todd Conover
*RICHARD C. EDGLEY Director
_________________________________
Richard C. Edgley
*A.M. GLEASON Director
_________________________________
A.M. Gleason (Vice Chairman)
*JOHN C. HAMPTON Director
_________________________________
John C. Hampton
*STANLEY K. HATHAWAY Director
_________________________________
Stanley K. Hathaway
*NOLAN E. KARRAS Director
_________________________________
Nolan E. Karras
*KEITH R. MCKENNON Director
_________________________________
Keith R. McKennon (Chairman)
*ROBERT G. MILLER Director
_________________________________
Robert G. Miller
II-5
<PAGE>
*VERL R. TOPHAM Director
_________________________________
Verl R. Topham
*DON M. WHEELER Director
_________________________________
Don M. Wheeler
*NANCY WILGENBUSCH Director
_________________________________
Nancy Wilgenbusch
*By RICHARD T. O'BRIEN
________________________________
Richard T. O'Brien
(Attorney-in-Fact)
II-6
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Sequential
Exhibit Page
Number Document Description Number
_______ ____________________ __________
<S> <C> <C>
(4)(a) Second Restated Articles of
Incorporation of the Company, as
amended. Incorporated by reference to
Exhibit (3)a, Form 10-K for the fiscal
year ended December 31, 1992, File No.
1-5152.
(4)(b) Bylaws of the Company, as amended
November 17, 1993. Incorporated by
reference to Exhibit (3)b, Form 10-K
for the fiscal year ended December 31,
1993, File No. 1-5152.
(23) Consent of Deloitte & Touche LLP.
(24) Powers of Attorney.
</TABLE>
II-7
<PAGE>
EXHIBIT (23)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PacifiCorp on Form S-8 of our reports dated February 18, 1994 (which express
unqualified opinions and include an explanatory paragraph relating to the
change in the Company's method of accounting for income taxes and other
postretirement benefits), appearing in and incorporated by reference in the
Annual Report on Form 10-K of PacifiCorp for the year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Portland, Oregon
November 28, 1994
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
C. M. BISHOP, JR.
_____________________________________
C. M. Bishop, Jr.
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
FREDERICK W. BUCKMAN
_____________________________________
Frederick W. Buckman
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
C. TODD CONOVER
_____________________________________
C. Todd Conover
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
RICHARD C. EDGLEY
_____________________________________
Richard C. Edgley
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
A. M. GLEASON
_____________________________________
A. M. Gleason
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
JOHN C. HAMPTON
_____________________________________
John C. Hampton
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
NOLAN E. KARRAS
_____________________________________
Nolan E. Karras
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
ROBERT G. MILLER
_____________________________________
Robert G. Miller
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
KEITH R. MCKENNON
_____________________________________
Keith R. McKennon
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
VERL R. TOPHAM
_____________________________________
Verl R. Topham
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
DON M. WHEELER
_____________________________________
Don M. Wheeler
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
NANCY WILGENBUSCH
_____________________________________
Nancy Wilgenbusch
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
WILLIAM J. GLASGOW
_____________________________________
William J. Glasgow
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
RICHARD T. O'BRIEN
_____________________________________
Richard T. O'Brien
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: November 9, 1994.
DANIEL L. SPALDING
_____________________________________
Daniel L. Spalding
