<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1995
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 97232
Portland, Oregon (Zip Code)
(Address of Principal
Executive Offices)
_______________
PACIFICORP K PLUS EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
and
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN OF PACIFICORP
(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>
CALCULATION OF REGISTRATION FEE
===========================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to Be Offering Aggregate Registration
to Be Registered Registered Price Per Share(2) Offering Price(2) Fee
_______________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock(1) 3,000,000 Shares $18.25 $54,750,000 $18,880
=======================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
(2) 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 $18.25, which was the average of the high and low prices of the
Common Stock on April 4, 1995, as reported in The Wall Street Journal for New
_______________________
York Stock Exchange listed securities.
</TABLE>
<PAGE>II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registration statements previously filed by
PacifiCorp (the "Company"), File Nos. 33-49479, 33-39195 and 33-32211, are
incorporated herein by reference.
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 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.
<PAGE>II-2
(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 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.
(4)(c) Form of PacifiCorp K Plus Employee Savings and Stock
Ownership Plan, as amended December 28, 1994.
(4)(d) PacifiCorp K Plus Employee Savings and Stock Ownership Trust
Agreement, as amended September 20, 1993.
(4)(e) Form of Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, as amended March 30, 1994.
(4)(f) Master Trust Agreement between PacifiCorp (successor to Utah
Power & Light Company) and First Interstate Bank of Utah,
N.A., as Trustee, for Utah Power & Light Company Employee
Savings and Stock Purchase Plan of PacifiCorp.
(5) Opinion of Counsel.*
(23)(a) Consent of Deloitte & Touche LLP - Portland, Oregon.
(23)(b) Consent of Deloitte & Touche LLP - Salt Lake City, Utah.
(24) Powers of Attorney.
*In addition, the Company will submit or has submitted the
PacifiCorp K Plus Employee Savings and Stock Ownership Plan (the "K Plus
Plan") and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp (the "Utah Plan") and all amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify each of the K
Plus Plan and the Utah Plan.
<PAGE>II-3
Item 9. Undertakings.
____________
(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, and each filing
of the employee benefit plans' annual reports pursuant to 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.
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
April 6, 1995.
PACIFICORP
By: RICHARD T. O'BRIEN
_____________________________________
Richard T. O'Brien
Vice President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons on April 6,
1995 in the capacities indicated:
SIGNATURE TITLE
_________ _____
*FREDERICK W. BUCKMAN President, Chief Executive
________________________________ Officer and Director
Frederick W. Buckman
*DANIEL L. SPALDING Senior Vice President
________________________________ (Chief Accounting Officer)
Daniel L. Spalding
*KATHRYN A. BRAUN Director
________________________________
Kathryn A. Braun
*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
*NOLAN E. KARRAS Director
________________________________
Nolan E. Karras
<PAGE>II-4
*KEITH R. McKENNON Director
________________________________
Keith R. McKennon (Chairman)
*ROBERT G. MILLER Director
________________________________
Robert G. Miller
*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)
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have
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 April 6, 1995.
PACIFICORP K PLUS
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
By: JOHN C. HAMPTON
____________________________________________________
John C. Hampton, Chairman of the Personnel Committee
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
By: JOHN C. HAMPTON
____________________________________________________
John C. Hampton, Chairman of the Personnel
Committee
<PAGE>II-5
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
_______ ____________________ __________
(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.
(4)(c) Form of PacifiCorp K Plus Employee Savings and Stock
Ownership Plan, as amended December 28, 1994.
(4)(d) PacifiCorp K Plus Employee Savings and Stock Ownership
Trust Agreement, as amended September 20, 1993.
(4)(e) Form of Utah Power & Light Company Employee Savings
and Stock Purchase Plan of PacifiCorp, as amended
March 30, 1994.
(4)(f) Master Trust Agreement between PacifiCorp (successor
to Utah Power & Light Company) and First Interstate
Bank of Utah, N.A., as Trustee, for Utah Power & Light
Company Employee Savings and Stock Purchase Plan of
PacifiCorp.
(5) Opinion of Counsel.
(23)(a) Consent of Deloitte & Touche LLP - Portland, Oregon.
(23)(b) Consent of Deloitte & Touche LLP - Salt Lake City, Utah.
(24) Powers of Attorney.
<PAGE>
EXHIBIT (4)(c)
PACIFICORP K PLUS
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
JANUARY 1, 1991
1991 RESTATEMENT
(AS AMENDED THROUGH AMENDMENT NO. 2)
PACIFICORP
AN OREGON CORPORATION
700 NE MULTNOMAH
PORTLAND, OREGON 97232 COMPANY
<PAGE>i
TABLE OF CONTENTS
PAGE
ARTICLE I RELEVANT DATES; QUALIFICATION
1.01 Effective Date; Valuation Dates;
Plan Year 4
1.02 Qualification 5
ARTICLE II APPLICATION TO THE COMPANY AND AFFILIATES
2.01 Eligible Employers 5
2.02 Service for Affiliates 6
2.03 Adoption Procedure 7
ARTICLE III ELIGIBILITY AND SERVICE
3.01 Conditions of Eligibility 7
3.02 Service 8
3.03 Leaves of Absence 9
3.04 Break in Service 10
ARTICLE IV CONTRIBUTIONS
4.01 Compensation 12
4.02 Pre-Tax Contributions 13
4.03 Matching Contributions 15
4.04 Contribution Limits for Highly
Compensated Employees 16
4.05 Actions to Correct Excess Contributions
for Highly Compensated Employees 19
4.06 Fixed and Supplemental Contributions 20
4.07 Post-Tax Contributions 21
4.08 Deductibility 21
4.09 Limit on Annual Additions 22
4.10 Payment of Contributions 24
ARTICLE V PARTICIPANTS' ACCOUNTS
5.01 Participants' Accounts 25
5.02 Valuations and Adjustments 27
5.03 Allocations from Leveraged ESOP
Suspense Account 27
5.04 Special Distribution of Dividends 29
5.05 In-Service Withdrawals 30
5.06 Loans to Participants 32
<PAGE>ii
PAGE
5.07 Rollovers 37
5.08 Transfers Between Plans 37
ARTICLE VI RETIREMENT BENEFITS
6.01 Entitlement; Retirement Dates;
Participation After Mandatory
Benefit Starting Date 39
6.02 Amount and Form of Benefit 39
6.03 Distribution Survives Death 41
6.04 Application for Benefits; Time of
Distribution 41
6.05 Distribution Rules 44
6.06 Restrictions on Transfer of Distributed
Shares 44
6.07 Right to Sell Distributed Shares 45
ARTICLE VII BENEFITS ON DEATH OR DISABILITY
7.01 Benefits on Death 48
7.02 Disability 49
7.03 Designation of Beneficiary 49
ARTICLE VIII BENEFITS AFTER TERMINATION OF EMPLOYMENT
8.01 Vesting 51
8.02 Distributable Amount 52
8.03 Payment of Benefits 52
8.04 Forfeiture of Unvested Amounts 53
8.05 Restoration of Forfeited Amounts 54
8.06 Vesting after Rehire or Withdrawal 55
ARTICLE IX PLAN ADMINISTRATION
9.01 Administrative Committee 56
9.02 Committee Powers and Duties 57
9.03 Company and Employer Functions 57
9.04 Claims Procedure 58
9.05 Expenses 58
9.06 Indemnity and Bonding 59
<PAGE>iii
PAGE
ARTICLE X INVESTMENT OF TRUST FUNDS
10.01 Establishment of Trust 59
10.02 Investment Funds 59
10.03 ESOP Loans 64
ARTICLE XI AMENDMENT; TERMINATION; MERGER
11.01 Amendment 66
11.02 Termination 66
11.03 Treatment of Employers 67
11.04 Merger 68
ARTICLE XII MISCELLANEOUS PROVISIONS
12.01 Information Furnished 68
12.02 Applicable Law 68
12.03 Plan Binding on All Parties 68
12.04 Not Contract of Employment 68
12.05 Notices 68
12.06 Benefits Not Assignable;
Qualified Domestic Relations
Orders 69
12.07 Nondiscrimination 69
12.08 Nonreversion of Assets 69
ARTICLE XIII SPECIAL TOP-HEAVY PLAN RULES
13.01 Application of Rules 70
13.02 Determination of Top-Heavy Status 70
13.03 Top-Heavy Plan Restrictions 72
<PAGE>iv
INDEX OF TERMS
TERM SECTION PAGE
Administrative Committee 9.01 56
ADP 4.04-2 16
Affiliate 2.01-2 5
Agent for Service of Process 9.02-2 57
Annual Addition 4.09-3 22
Beneficiary 7.03 49
Break in Service 3.04 10
Break in Service Year 3.04-1(b) 10
Committee 9.01 56
Company Heading, 9.03 1, 57
Company Stock Preamble 1
Compensation 4.01-2 13
CP 4.04-2 16
Death Benefit 7.01 48
Deferred Retirement Date 6.01-2(b) 39
Disability 7.02-2 49
Effective Date 1.01-1 4
Employer 2.01-3, 9.03 6, 57
Employment Year 3.02-2 8
Financial Hardship 5.05-4 31
Fixed Contribution 4.06-1 20
Highly Compensated Employee 4.04-2(a) 16
Hour of Service 3.02-4 8
Investment Fund 10.02-1(c) 60
Key Employee 13.02-4 71
Leaves of Absence 3.03 9
Leveraged Company Stock 5.01-3 26
Leveraged ESOP Suspense Account 5.01-3 26
Matching Contribution 4.03 15
Maternity or Paternity 3.04-1(d) 11
New ESOP Program Preamble 1
Normal Retirement Date 6.01-2(a) 39
<PAGE>v
TERM SECTION PAGE
Participant 3.01-4 8
Plan Administrator 9.02-2 57
Plan Segment Preamble, 2.01-3 2, 6
Plan Year 1.01-3 5
Post-Tax Contributions 4.07 21
Pre-Tax Contributions 4.02 13
Prior ESOPs Preamble 1
Prior ESOP Program Preamble 1
Prior Savings Plans Preamble 1
Qualified Employee 3.01-3 8
Rollover 5.07 37
Segment Leader Preamble; 2.01-3 1, 6
Service 3.02 8
Service Year 3.02-1 8
Supplemental Contribution 4.06-3 20
Top-Heavy Plan 13.02-1 70
Transfer 5.08 37
Trustee 10.01 59
Valuation Date 1.01-2 5
Year of Service 3.02-3 8
<PAGE>
PACIFICORP K PLUS
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
1991 RESTATEMENT
JANUARY 1, 1991
(As Amended through Amendment No. 2)
PACIFICORP
AN OREGON CORPORATION
700 NE MULTNOMAH
PORTLAND, OREGON 97232 COMPANY
The Company is the parent corporation of an affiliated
group of entities that are divided into three operating segments.
Prior to 1988, the leading employer within each segment (the
Segment Leader) sponsored for that segment one or more employee
savings plans in compliance with sections 401(a) and 401(k) and
related provisions of the Internal Revenue Code and applicable
regulations (the Prior Savings Plans). The Prior Savings Plans
were the NERCO Incentive Savings Plan, the PacifiCorp Credit
Profit Sharing Savings Plan, the Pacific Power & Light Company
Employee Savings Plan, the Pacific Power & Light Company
Bargaining Employees Savings Plan, and the Pacific Telecom Profit
Sharing and Savings Plan. Also prior to 1988, the Company and
certain Segment Leaders maintained the PacifiCorp Employee Stock
Ownership Plan, the PacifiCorp Bargaining Employees Stock
Ownership Plan and the Pacific Telecom Employee Stock Ownership
Plan to which contributions were made to qualify for employer tax
credits (the Prior ESOPs). Prior to 1988, tax credit
contributions under the Prior ESOPs were all fully allocated to
participants' accounts and were nonforfeitable.
For administrative efficiency, the Prior Savings Plans
were consolidated into the Savings Plan Program under this plan
effective January 1, 1988. Similarly, the Prior ESOPs were
consolidated in the Prior ESOP Program effective January 1, 1988.
Since inception, the Prior ESOP Program has been designed to be
invested primarily in PacifiCorp common stock (Company stock) or,
in the case of the Pacific Telecom Employee Stock Ownership Plan
in Pacific Telecom, Inc. common stock (Pacific Telecom stock).
In order to provide eligible employees with additional
benefits of having Company stock held for them through a tax
qualified retirement plan, the New ESOP Program was adopted
effective January 1, 1988. Since its inception, the New ESOP
Program has been designed to be invested primarily in Company
stock. The New ESOP Program has allowed for investment in
Company stock using Employer cash
<PAGE>2
contributions, in-kind contributions of Company stock and the
proceeds of loans involving funds borrowed by the Trustee on the
security of Company stock acquired with the borrowed funds (ESOP
Loans). ESOP Loans have been repaid with Employer contributions
under the New ESOP Program and earnings on the Employer
contributions, and with dividends on unallocated Company stock
acquired with the proceeds of the ESOP Loans.
The Prior ESOP Program and the New ESOP Program have
been and continue to be employee stock ownership plans designed
to meet applicable requirements of sections 409 and 4975(e)(7)
and related provisions of the Internal Revenue Code and
applicable regulations. The New ESOP Program was adopted as an
employee stock ownership plan effective January 1, 1988. The
Prior ESOP Program is a restatement as of January 1, 1988 and
continuation of the Prior ESOPs, which have been designated as
employee stock ownership plans since their inception.
Since January 1, 1988, this plan has been a collection
of separate plans made up of the following components:
(a) The Savings Plan Program, consisting
of a separate plan for each Segment Leader and
its subsidiaries.
(b) A separate plan for the Prior ESOP
Program.
(c) A separate plan for the New ESOP
Program, as described above.
The Company, and the Segment Leaders and other
affiliated employers through their adoption statements, have
adopted this K Plus Employee Savings and Stock Ownership Plan as
a successor to the Prior Savings Plans and the Prior ESOPs and as
the establishment of the New ESOP Program. The assets and
liabilities of each of the Prior Savings Plans, and with respect
to the Pacific Power segment its two Prior Savings Plans, have
been transferred to this plan and have continued as a Plan
Segment sponsored by the Company. The assets and liabilities of
the Prior ESOPs have been transferred to this plan and accounted
for separately as Prior ESOP accounts for the participants
affected.
By separate agreement the Company has established six
separate trusts for plan assets, as follows:
(a) A separate trust for employees
participating in the ESOP Program other than
pursuant to collective bargaining agreements,
and for allocated shares of Company stock held
for the account of employees participating in
the ESOP Program with respect to ESOP Loans
entered into in 1990 other than pursuant to
collective bargaining agreements.
<PAGE>3
(b) A separate trust for employees
participating in the ESOP Program pursuant to
collective bargaining agreements that provide
for such participation commencing July 1, 1988.
(c) A separate trust for employees
participating in the ESOP Program pursuant to
collective bargaining agreements that provide
for such participation commencing July 1, 1989.
(d) A trust for unallocated shares of
Company stock held in an ESOP Loan Suspense
Account for future allocation to covered
PacifiCorp nonbargaining employees
participating in the ESOP Program pursuant to
funding relating to an ESOP Loan entered into
in 1990. The trust is referred to as the "1990
Leveraged ESOP Trust-PacifiCorp."
(e) A trust for unallocated shares of
Company stock held in an ESOP Loan Suspense
Account for future allocation to covered
nonbargaining employees (other than PacifiCorp
employees) participating in the ESOP Program
pursuant to funding relating to an ESOP Loan
entered into in 1990. This trust is referred
to as the "1990 Leveraged ESOP Trust-PacifiCorp
Affiliates."
(f) A master trust for the Savings Plan
Program and for the ESOP Program, including
assets from the Prior ESOP Program.
Effective as of the close of the 1990 Plan Year,
(a) The separate plans for each Segment
Leader (and their subsidiaries) in the Savings
Plan Program are being merged into a single
plan constituting the Savings Plan Program.
(b) The separate plans for the Prior
ESOP Program and the New ESOP Program are being
merged into a single plan constituting the
ongoing ESOP Program.
(c) The accounts of nonbargaining
employees under the Utah Power & Light Company
Employee Savings and Stock Purchase Plan of
PacifiCorp (the Utah Power Plan) are being
merged into this plan as follows:
<PAGE>4
(1) Accounts from Matching
Employer Contributions under the
Utah Power Savings Plan are being
merged into the ESOP Program.
(2) Other accounts shall be
merged into the Savings Plan
Program, PacifiCorp Segment.
(d) Accounts of employees under the
North-West Telecommunications Employee
Retirement Incentive Savings Plan (the North-
West Savings Plan) are being merged into the
Savings Plan Program, Telecom Segment.
(e) Accounts of certain electing
employees under the North-West
Telecommunications, Inc. Employees' Stock
Ownership Plan (the North-West ESOP) are being
transferred into the ESOP Program.
In order to make the changes described above, to update
the plan document in accordance with new legal requirements and
to make editorial and administrative changes, the Company and the
Segment Leaders adopt this restatement. The definitions and
operative provisions of the foregoing preamble are by this
reference incorporated as part of the body of the plan document.
ARTICLE I
RELEVANT DATES; QUALIFICATION
1.01 EFFECTIVE DATE; VALUATION DATES; PLAN YEAR
1.01-1 This restatement shall be effective January 1,
1991, except as follows:
(a) The mergers of the Segment Leaders'
separate plans under the Savings Plan Program
and the merger of the Prior ESOP Program into
the New ESOP Program shall be effective
December 31, 1990.
(b) The deletion of 3.01-2(d) excluding
Utah Power employees from participation shall
be effective as of the start of the 1991 plan
year.
(c) The establishment of Utah Power and
North-West Savings Plan Program and ESOP
Program Accounts under 5.01-1 shall be
effective as of the close of the 1990 plan
year, when accounts under the Utah Power Plan,
the North-West Savings
<PAGE>5
Plan and the North-West ESOP are merged and
transferred into the Savings Plan Program and
the ESOP Program.
1.01-2 December 31 of each year shall be the regular
valuation date. Each other date on which the trust assets are
valued at the request of the Committee shall be a special
valuation date.
1.01-3 The plan year and limitation year shall be a
calendar year.
1.02 QUALIFICATION
1.02-1 The Savings Plan Program and the ESOP Program
and the related trusts are for the exclusive benefit of eligible
employees and are intended to comply with sections 401(a),
401(k), 409 (formerly 409A), 501 and 4975(e)(7) of the Internal
Revenue Code, as amended, and related Code provisions and
applicable regulations.
1.02-2 If the Commissioner of Internal Revenue rules
that any plans under the Savings Plan Program, the ESOP Program
as amended by this restatement do not qualify under section
401(a), 401(k), 409 or 4975(e)(7) of the Internal Revenue Code
and related Code provisions, the Company may amend this document
retroactively to qualify the plans.
ARTICLE II
APPLICATION TO THE COMPANY AND AFFILIATES
2.01 ELIGIBLE EMPLOYERS
2.01-1 The Company, the Segment Leaders and their
subsidiaries have adopted this plan, and any other affiliate
approved by the Company may adopt this plan, for the benefit of
their employees.
2.01-2 "Affiliate" means a corporation, person or other
entity that is any of the following:
(a) A member, with an Employer, of a
controlled group of businesses under section
414(b) of the Internal Revenue Code.
(b) A member, with an Employer, of a
group of trades or businesses under common
control under section 414(c) of the Internal
Revenue Code.
(c) A member, with an Employer, of an
affiliated service group under section 414(m)
of the Internal Revenue Code.
<PAGE>6
(d) A member, with an Employer, of a
group of businesses required to be aggregated
under section 414(o) of the Internal Revenue
Code.
(e) An entity that has been designated
an affiliate for this purpose by the Company.
2.01-3 "Employer" means the Company and any adopting
affiliate. "Segment Leader" means the Company, PacifiCorp
Financial Services, Inc., Pacific Telecom, Inc. and any other
Employer approved by the Company to be a Segment Leader in such
Employer's adoption statement. The Savings Plan Program and the
ESOP Program, respectively, as adopted by all Segment Leaders and
the other Employers in their segments, is a separate plan. All
of the plan assets of each such plan are available to pay
benefits for all participants in the plan, except to the extent
ESOP Program assets are pledged as security for ESOP Loans.
2.02 SERVICE FOR AFFILIATES
2.02-1 Transfer of employment from one affiliate to
another shall not cause a termination or Break in Service.
2.02-2 Work for any affiliate, whether or not an
adopting Employer, shall be counted as Service after the business
becomes an affiliate or an earlier date fixed by the Company or
in a statement of adoption.
2.02-3 If a business is acquired by the Company or an
affiliate and not continued as a separate affiliate, Service for
employees of the acquired business who become employees of the
Company or the acquiring affiliate shall be counted from their
date of hire by the Company or the affiliate. Past service for
the acquired business may be counted from dates fixed by the
Company or in a statement of adoption, filed with the Committee
and announced to affected employees.
2.02-4 If a person is employed by two or more
affiliates at the same time, the following rules shall apply:
(a) Service for both affiliates shall
count to determine whether a Service Year is a
Year of Service.
(b) The employee may elect pre-tax
contributions up to the maximum allowed
percentage of Compensation from each Employer
but may not elect contributions from
Compensation from a nonadopting affiliate.
<PAGE>7
(c) The employee shall receive a share
of the matching contribution from each Employer
based on pre-tax contributions with respect to
Compensation from each.
(d) The employee shall receive an
allocation of the fixed and supplementary
contributions, if any, based on Compensation
from each Employer.
2.02-5 If a participant who has one or more accounts
held in a Plan Segment of the Savings Plan Program becomes a
participant in another Plan Segment of the Savings Plan Program,
all such accounts shall be transferred to the new Plan Segment.
Such transfers shall be made as of a valuation date in accordance
with Committee procedures. The transferred accounts shall be
subject to the provisions applicable to the Plan Segment to which
the accounts have been transferred.
2.03 ADOPTION PROCEDURE
An affiliate may adopt this plan by a written statement
signed by the affiliate, approved by the Company and filed with
the Trustee. The statement shall include the effective date of
adoption and any special provisions that are to be applicable
only to employees of the adopting affiliate. The statement also
shall specify the Plan Segment of the Employer and whether the
Employer is a Segment Leader. If the Employer is a Segment
Leader, the statement shall include provisions on which the terms
of the plan may vary by Plan Segment. If approved by the
Company, an Employer in a segment may include provisions in its
adoption statement that differ from provisions applicable to
employees of other employers in the segment, except that no
variations in the participant loan program shall be allowed.
ARTICLE III
ELIGIBILITY AND SERVICE
3.01 CONDITIONS OF ELIGIBILITY
3.01-1 A Qualified Employee of an Employer shall become
eligible to participate in the Plan as follows:
(a) Eligibility to elect Pre-Tax
Contributions shall begin with the first of the
pay period in which the Qualified Employee
becomes eligible for Employer's welfare
benefits. Such eligibility occurs on the first
of the calendar month coinciding with or next
following the Qualified Employee's first day of
employment.
<PAGE>8
(b) Eligibility for all contributions,
other than Pre-Tax Contributions, shall begin
with the first day of the pay period in which
the Qualified Employee completes one Year of
Service.
3.01-2 The Committee may postpone the eligibility dates
described in 3.01-1(a) or (b) to the first day of the next pay
period after the pay period described.
3.01-3 "Qualified Employee" means any employee of
Employer except the following:
(a) An employee identified as a "casual
employee" within Employer's payroll system.
(b) An employee covered by a collective
bargaining agreement that does not provide for
participation in this plan.
(c) A leased employee treated as an
employee for pension purposes solely because of
section 414(n) of the Internal Revenue Code.
3.01-4 Every employee eligible to elect contributions
or having an account under this plan shall be known as a
participant. The Committee shall inform participants about the
plan and furnish enrollment forms for designating beneficiaries,
making contribution elections and making investment elections.
3.02 SERVICE
3.02-1 "Service Year" means:
(a) For initial eligibility under 3.01
and Break in Service under 3.05--an Employment
Year.
(b) For vesting under 8.01--an
Employment Year.
3.02-2 "Employment Year" means the 12-month period
starting on the date the employee first performs an Hour of
Service or an anniversary of that date.
3.02-3 "Year of Service" means a Service Year in which
an employee has 1,000 or more Hours of Service.
3.02-4 An employee shall be credited with 45 "Hours of
Service" for each week in which the employee has one or more of
the following:
<PAGE>9
(a) Hours, whether or not worked, for
which the employee is directly or indirectly
paid or entitled to payment.
(b) Regularly scheduled hours during
leave of absence under 3.03.
(c) Hours covered by a back pay award or
agreement, regardless of mitigation of damages,
unless already counted.
(d) Hours paid for at or after
termination of employment for unused vacation,
holiday, sick leave, disability or jury duty.
3.02-5 The following shall apply to Hours of Service
for periods not worked:
(a) Hours shall be computed and
attributed to Service Years in accordance with
Department of Labor Regulations sections
2530.200b-2(b) and (c).
(b) Hours directly or indirectly paid
for under 3.02-4(a) include regularly scheduled
hours during periods of disability when the
individual is receiving payments from an
Employer or from an insurance company under a
policy maintained by Employer or under workers'
compensation laws.
(c) Hours directly or indirectly paid
for under 3.02-4(a) do not include hours during
periods in which an individual receives
payments only under unemployment compensation
laws, regardless of the source of payment.
(d) Hours counted under 3.02-4(d) do not
include any hours on account of severance pay,
except severance pay in lieu of Service.
3.03 LEAVES OF ABSENCE
3.03-1 An employee on leave of absence shall be treated
as employed for all purposes of this plan.
3.03-2 Leave of absence under 3.03-1 shall mean the
following:
(a) Leave of absence authorized by
Employer, if the employee returns within the
time prescribed and otherwise fulfills all
conditions imposed by Employer.
<PAGE>10
(b) Leave of absence in accordance with
Employer policies because of illness or
accident, including disability that does not
result in retirement, if the employee returns
promptly after recovery.
(c) Periods of military service if the
employee returns with employment rights
protected by law.
3.03-3 In authorizing leaves of absence, Employer shall
treat all employees who are similarly situated alike as much as
possible.
3.03-4 If a person on leave fails to meet the
conditions of the leave or fails to return to work when required,
the following shall apply:
(a) If the leave is not for military
service and the failure is because of death,
disability under 7.02 or retirement, employment
shall be terminated and accrual of Service
shall stop when the failure occurs.
(b) If (a) does not apply, employment
shall be terminated and accrual of Service
shall stop as of the date the leave began.
(c) No previous allocation of
contributions or forfeitures shall be changed.
(d) Any resulting forfeiture shall occur
not earlier than the date the failure occurs.
3.04 BREAK IN SERVICE
3.04-1 A Break in Service shall be determined as
follows:
(a) A Break in Service shall occur when
an employee has five consecutive Break-in-
Service Years.
(b) Subject to (c), a Break-in-Service
Year is a Service Year in which an employee who
has terminated employment has no Hours of
Service.
(c) Regardless of Hours of Service, an
employee absent because of maternity or
paternity shall not, because of such absence,
have a Break in Service Year until the second
Employment Year following the Employment Year
in which the absence begins, subject to (e)
below.
<PAGE>11
(d) "Absence because of maternity or
paternity" means an absence from Service
because of any of the following:
(1) Pregnancy.
(2) Birth of the employee's
child or care following birth.
(3) Adoption of the employee's
child or care following adoption or
placement for adoption.
(e) Paragraph (c) above shall not apply
unless the employee furnishes timely
information satisfactory to the Committee to
establish the following:
(1) That the absence was due
to maternity or paternity.
(2) The length of such
absence.
3.04-2 Intermittent periods of Service shall be
aggregated until there is a five-year Break in Service. If a
Break in Service occurs and the employee has later Service,
Service before the Break will be counted as follows:
(a) For vesting, pre-Break Service will
be counted if the tests in (b) below are met
and the employee has a Year of Service after
the Break.
(b) For eligibility for participation,
pre-Break Service will be counted only if
either of the following applies:
(1) The employee had a vested
interest before the Break.
(2) The number of Years of
Service before the Break is greater
than the number of consecutive
Break-in-Service Years.
3.04-3 If an employee has a five-year Break in Service,
has later Service and Service before the Break is counted, the
following shall apply:
(a) The employee shall participate
immediately on resumption of employment as a
Qualified Employee.
<PAGE>12
(b) Service before and after the Break
shall be combined for vesting of future
contributions.
(c) Restoration of any forfeiture of an
employee's account shall be governed by 8.05.
3.04-4 If a rehired employee's Service before a Break
is not counted, the employee shall be treated as newly hired and
may participate when eligible under 3.01. In that event, the
first day of Service after rehire shall start a new Employment
Year for eligibility and vesting.
ARTICLE IV
CONTRIBUTIONS
4.01 COMPENSATION
4.01-1 "Compensation" means the following subject to
the limits in 4.01-2:
(a) For deductibility under 4.08,
compensation means pay reportable on IRS Form
W-2.
(b) For the annual addition limit under
4.09-2(b), compensation under (a) above shall
be adjusted in accordance with Treasury
Regulation sections 1.415-2(d)(1) and (2). The
$150,000 limitation in 4.01-2 shall not apply.
(c) For fixed and supplemental
contributions under 4.06, pre-tax contributions
under 4.02, matching contributions under 4.03,
and the ADP and CP test under 4.04-2,
compensation means the amount under (a) above
adjusted as follows:
(1) Pre-tax contributions and
amounts set aside by the
participant from otherwise taxable
income under a welfare benefit plan
qualified under section 125 of the
Internal Revenue Code shall be
included.
(2) Noncash compensation,
expense reimbursement, fringe
benefits, payments before
termination of employment for
surrender of accumulated unused
personal time, payment for
termination of employment (such as
retirement bonuses, disability
benefits and severance pay)
<PAGE>13
and incentive pay (such as taxable
income from stock options, the
long-term incentive pay program and
the restricted stock plan) shall be
excluded.
4.01-2 Compensation counted under 4.01-1(a) and (c)
shall be limited as follows:
(a) The limit for any participant for a
year shall be $150,000 plus any cost-of-living
adjustment authorized by applicable
regulations. The limit shall apply to
compensation after reduction for pre-tax
contributions and cafeteria plan salary
reductions. It shall not prevent pre-tax
contributions from continuing after a
participant has received compensation in excess
of the limit as long as 4.04 is satisfied based
on compensation after the limit has been
imposed.
(b) To the extent required under
Internal Revenue Code sections 401(a)(17) and
414(q)(6), compensation of a highly compensated
employee who is a 5 percent owner or is one of
the 10 highest paid employees shall be
aggregated with compensation from Employer to
the spouse or a lineal descendant under age 19
to determine the limit.
(c) If the limit is exceeded because of
aggregation under (b) above, pay counted for
each aggregated employee shall be reduced pro
rata to stay within the limit.
4.02 PRE-TAX CONTRIBUTIONS
4.02-1 For each plan year Employer shall make pre-tax
contributions as follows for participants not excluded for
pre-tax contributions by the terms of an Employer's adoption
statement or a collective bargaining agreement:
(a) Subject to 4.08, 4.09, and the
limits stated below, the contribution for a
participant shall be an amount elected by the
participant, and the participant's compensation
for the year shall be reduced by that amount.
(b) The Committee shall fix the maximum
percentage of compensation that may be elected
under (a), which percentage may vary among Plan
Segments. The Committee may fix lower maximums
for highly compensated employees to satisfy the
requirements of 4.04.
<PAGE>14
(c) The maximum pre-tax contribution for
any participant under (a) shall be $7,000 plus
any cost-of-living adjustment authorized by
applicable regulations.
(d) In the first year of participation,
compensation shall be counted for the part year
after participation starts.
(e) This plan shall be a profit sharing
plan with respect to pre-tax contributions.
4.02-2 The Committee shall establish rules covering the
method and frequency of elections and procedures for starting,
stopping and changing the rate of pre-tax contributions.
4.02-3 If an employee's pre-tax contributions for a
plan year would be more than permitted under 4.02-1(c) (an excess
deferral), the following shall apply:
(a) Any direction for such an excess
deferral shall be invalid and the directed
deferral shall not be made. An excess deferral
made by mistake shall be returned under 12.08-3
if possible by the end of the plan year during
which the excess deferral is received. If a
participant's excess deferral cannot be
returned by the end of the plan year, it shall
be withdrawable under (b) by the participant by
notice in accordance with Committee rules and
the rules in (c) below shall apply.
(b) If an excess deferral occurs because
of combined pre-tax deferrals under this plan
and another plan, the participant may withdraw
the excess only if all of the following
conditions are satisfied:
(1) The participant notifies
the Committee of the excess
deferral by March 1 following the
close of the year, unless the
Committee waives the deadline.
(2) The notice specifies how
much of the excess deferral is to
be withdrawn from this plan.
(3) Other applicable rules of
the Committee are followed.
<PAGE>15
(c) Any withdrawal under (a) or (b)
shall be completed by April 15 following the
close of the year for which the excess deferral
is made.
(d) A participant's withdrawal under (b)
shall be reduced by the amount of any excess
contribution previously distributed under
4.05-2 for the same plan year.
(e) A participant's withdrawal under (a)
or (b) shall include related investment
earnings and shall be reduced by the amount of
any excess contribution previously distributed
under 4.06-2 for the same plan year.
4.03 MATCHING CONTRIBUTIONS
4.03-1 Employer shall make a matching contribution for
each participant for each plan year. The matching contribution
shall be a percentage of the participant's pre-tax contributions
for the year, other than those attributable to unused credits
under a cafeteria plan. The pre-tax contributions on which
matching contributions may be based shall be limited to 6 percent
of Compensation. The matching contribution percentage shall be
the following:
(a) 50 percent, unless a different
percentage is set under (b) or (c) below.
(b) A percentage for each Plan Segment
fixed in the Segment Leader's adoption
statement or by resolution of the Board of
Directors of the Segment Leader and announced
to participants.
(c) A percentage set pursuant to a
collective bargaining agreement.
4.03-2 Any addition to the matching contribution that
is fixed under 4.03-1(b) after the end of a calendar quarter
shall be made only for participants who do one of the following:
(a) Remain employed on the last day of
the quarter.
(b) Terminate employment during the
quarter due to death, disability or retirement.
4.03-3 Except to the extent otherwise specified in a
Segment Leader's adoption statement, matching contributions shall
be credited to each participant's ESOP Program account for
matching contributions. If the ESOP Program is funded with an
<PAGE>16
ESOP Loan under 10.03, then each matching contribution shall be
applied to repayment of the ESOP Loan to the extent directed by
the Company, under the applicable Leveraged ESOP suspense account
procedures in accordance with 5.01-3, 5.03 and 10.03-2.
4.03-4 Pre-tax contributions shall be determined after
giving effect to any reductions under 4.05, 4.06-4 or 12.08, and
to any withdrawals under 5.05.
4.04 CONTRIBUTION LIMITS FOR HIGHLY
COMPENSATED EMPLOYEES
4.04-1 For each year the plan shall satisfy the
nondiscrimination tests in sections 401(k)(3) and 401(m) of the
Internal Revenue Code in accordance with Treasury Regulation
sections 1.401(k)-1 and 1.401(m)-1 and -2. The following
provisions shall be applied in a manner consistent with the Code
and Regulation sections, which are incorporated by this
reference.
4.04-2 For each plan year the Committee shall determine
the actual deferral percentage (ADP) and the contribution
percentage (CP) of the eligible employees who are highly
compensated employees under 4.04-5 and the ADP and CP of the
remaining eligible employees as follows:
(a) The ADP and CP for the highly
compensated employees or for the nonhighly
compensated employees is the average of the
individual deferral or contribution percentages
for all eligible employees in the group.
(b) An employee's individual deferral
percentage is the individual's pre-tax
contributions for the year as a percentage of
the individual's compensation under (e).
Excess pre-tax deferrals for a nonhighly
compensated employee under a plan maintained by
Employer shall be disregarded.
(c) An employee's individual
contribution percentage is the sum of the
following for the year as a percentage of the
individual's compensation under (e):
(1) The individual's allocated
fixed and matching contributions.
(2) The individual's allocated
supplemental contribution.
(d) If any employee group does not
participate in leveraged Company stock with
respect to matching contributions
<PAGE>17
for all or part of any year, a separate CP
shall be calculated for that group in that year
or part year.
(e) Compensation for purposes of the ADP
and CP is compensation as defined in 4.01-1
while the employee is eligible to participate.
(f) The following shall be aggregated to
determine the ADP and CP for this provision and
for 4.04-3:
(1) All plans that are
aggregated with this plan under
Internal Revenue Code sections
401(a)(4) and 410(b) (other than
for the average benefit percentage
test).
(2) All cash and deferred
arrangements in which the same
highly compensated employee is
eligible to participate.
(3) Compensation and benefits
of each family member under
4.04-5(a)(5) and the highly
compensated employee to whom the
family member relates.
4.04-3 Neither the ADP nor the CP of the highly
compensated employees may exceed the greater of the following as
adjusted in 4.04-4:
(a) 1.25 times the ADP or CP of the
nonhighly compensated employees.
(b) 2 percentage points higher than the
ADP or CP of the nonhighly compensated
employees, up to 2 times such ADP or CP.
4.04-4 The limit in 4.04-3(b) shall be adjusted in
accordance with the Treasury Regulation section 1.401(m)-2 to
avoid duplicate use of the limit for any highly compensated
employee in violation of Code section 401(m)(9).
4.04-5 "Highly compensated employee" is defined in
section 414(q) of the Internal Revenue Code and related Treasury
regulations. In determining which employees are highly
compensated employees, the following shall apply:
(a) Subject to (b), (c) and (d) below,
highly compensated employees for a plan year
are persons who
<PAGE>18
perform services for Employer during the year
or the prior plan year and are one of the
following:
(1) An owner of five percent
or more of an Employer during
either year.
(2) A person paid over $75,000
for either year.
(3) A person paid over $50,000
for either year who is among the
highest paid 20 percent of
employees of Employer for either
year, aggregating employees of all
statutory affiliates under 2.01-2.
(4) An officer of Employer
paid over $45,000 for either year,
or the highest paid officer if no
officer is paid over $45,000 for a
year. The number of officers
counted in any year under this
provision shall not exceed either
50 or the greater of three or 10
percent of the employees of
Employer.
(5) A family member of a
highly compensated employee who is
a five percent owner or is one of
the 10 highest paid employees. For
this purpose, family members
include the spouse, lineal
ancestors, lineal descendants and
spouses of lineal ancestors and
descendants.
(b) The dollar amounts in (a) shall be
adjusted in accordance with Treasury
regulations for changes in cost of living.
(c) Officer status and pay of an
employee below the 100 highest paid shall be
based on the prior year, not the current year.
(d) Former employees shall be taken into
account in accordance with applicable
regulations.
(e) Employees may be excluded from
consideration to the extent permitted by
applicable regulations.
<PAGE>19
4.05 ACTIONS TO CORRECT EXCESS CONTRIBUTIONS
FOR HIGHLY COMPENSATED EMPLOYEES
4.05-1 If the ADP or CP of the highly compensated
employees would exceed the limits in 4.04-3, the Committee shall
adjust the contributions for certain highly compensated employees
to come within the limits, as follows:
(a) If the ADP limit is exceeded,
pre-tax contributions and related matching
contributions shall be reduced taking the
highest individual deferral percentage first.
(b) If the CP limit is exceeded, the
matching contributions shall be reduced, taking
the highest individual contribution percentage
first.
4.05-2 Amounts adjusted under 4.05-1 shall be by
forfeiture or distribution as follows:
(a) Any amount from matching
contributions shall be forfeited, with related
earnings, as follows:
(1) Any amount under 4.05-1(a)
shall be forfeited whether or not
it would otherwise have been
vested.
(2) Any amount under 4.05-1(b)
shall be forfeited to the extent of
any unvested balance in the
matching contribution account of
the highly compensated employee to
whom it applies. The unvested
balance shall be determined before
the reduction.
(3) Amounts forfeited shall be
applied first to restore previously
forfeited amounts under 8.05-1,
then to pay plan expenses or offset
future matching contributions.
(b) Subject to (c) below, any amount not
forfeited under (a) above shall be distributed,
with related earnings,to the highly compensated
employees to whom it applies. The related
earnings shall be determined under a method
that does not discriminate in favor of highly
compensated employees, is consistent for all
participants and corrective distributions for
the same plan year, and is used by the plan for
allocating income
<PAGE>20
to participants' accounts. Distribution shall
be made during the plan year after the year to
which the excess applies.
(c) A distribution under (b) above
because of the ADP test shall be adjusted by
the amount of any excess deferral previously
withdrawn under 4.02-3(b) for the same plan
year.
4.06 FIXED AND SUPPLEMENTAL CONTRIBUTIONS
4.06-1 For participants each year who meet the
conditions of 4.06-4, Employer shall make a fixed contribution to
the plan equal to a percentage of Compensation as follows:
(a) A percentage set for such year in
the Segment Leader's adoption statement or by
resolution of the Board of Directors of the
Segment Leader and announced to participants.
(b) A percentage set pursuant to a
collective bargaining agreement for employees
in one or more collective bargaining units.
4.06-2 Fixed contributions designated by the Company
for repayment of an ESOP Loan under 5.01-3 shall be credited to
the Leveraged ESOP suspense account maintained for the ESOP Loan
and allocated pursuant to 5.03-1(c). Other fixed contributions
shall be allocated to participant's accounts directly as a
percentage of Compensation corresponding with the fixed
contribution rate of the participant's Employer for the year.
4.06-3 With respect to participants covered by
collective bargaining agreements pursuant to which ESOP Loans
were entered into before 1990, the Company may direct the
Employers to make supplemental contributions to the plan based on
the reduction in federal income taxes for such year experienced
by the Company and its affiliates as a result of deducting
dividends paid on leveraged Company stock held in the Leveraged
ESOP suspense account or in the ESOP Program fixed or matching
contribution accounts, taking into account also the deductibility
of the supplemental contribution itself. Also, the Company may
direct Employers to make supplemental contributions with respect
to ESOP Loans entered into after 1989, to the extent necessary to
supplement dividends on Company stock held in a Leveraged ESOP
suspense account for such loans so as to allow interest on the
loans to be paid fully from such dividends and supplemental
contributions. The amount of the supplemental contributions and
the portion of it to be made by each Employer shall be decided by
the Company in its sole discretion.
4.06-4 Fixed contributions shall be allocated to
participants' accounts regardless of continuing employment.
Supplemental contributions shall be allocated to
<PAGE>21
participants' accounts as of the last day of each plan year and
shall only be allocated to accounts of participants who remain
employed on the last day of the year.
4.06-5 Fixed contributions and supplemental
contributions allocated to a participant under 4.06-2 or
4.06-6(b) shall be credited to the participant's ESOP Program
account for fixed contributions. If the New ESOP Program is
funded with an ESOP Loan, then the fixed and supplemental
contributions shall be applied to repayment of the ESOP Loan to
the extent directed by the Company, under the applicable
Leveraged ESOP suspense account procedures in accordance with
4.06-6 and 5.01-3.
4.06-6 The supplemental contribution for each year
shall be allocated as follows:
(a) If directed by the Company, the
contribution first shall be allocated to the
Leveraged ESOP suspense account in the amount,
if any by which dividends paid in the year on
Company stock in the suspense account and
matching and fixed contributions for the year
designated for repayment of the ESOP Loan in
the suspense account are less than the payments
due for the year on the ESOP Loan.
(b) The remaining contribution after any
allocation under (a) shall be allocated to
participants under collective bargaining
agreements who meet the conditions of 4.06-3 in
proportion to the fixed and matching
contributions leading to the federal tax
reductions with reference to which the
supplemental contributions have been made. No
supplemental contributions shall be made in
amounts that would cause allocations to
participants other than as described in 4.06-3.
4.07 POST-TAX CONTRIBUTIONS
No post-tax contributions by employees shall be required
or accepted under this plan. Post-tax contributions made under
the Prior Savings Plans or the Utah Power Plan shall be held
under this plan in a post-tax contribution account for
distribution under the terms of this plan.
4.08 DEDUCTIBILITY
4.08-1 Contributions are conditioned upon deductibility
under section 404 of the Internal Revenue Code, except to the
extent that deductible contributions are not sufficient to pay
principal and interest on money borrowed to acquire Company
stock. To the extent a deduction is disallowed, 12.08 shall
apply.
<PAGE>22
4.08-2 If contributions would exceed the limit because
of another defined contribution plan, the amount recovered under
12.08 shall be charged in the same order as reductions under
4.09-8.
4.09 LIMIT ON ANNUAL ADDITIONS
4.09-1 Benefits shall be limited in accordance with the
following rules as provided in Internal Revenue Code section 415
and related regulations. The following provisions shall be
applied in a manner consistent with the Code and regulations,
which are incorporated by this reference.
4.09-2 No annual addition for any participant shall be
more than the lesser of the following:
(a) $30,000 plus any authorized cost-of-
living adjustment (or, if greater, one-fourth
of the applicable dollar limitation for defined
benefit plans under Code section 415(b)(1)); or
(b) 25 percent of the participant's
compensation, as defined in 4.01-1(b), for the
limitation year.
4.09-3 "Annual addition" means for any limitation year
the sum of all contributions and forfeitures allocated to the
participant's accounts for the year, subject to the following:
(a) Allocations to a participant's
account in the form of leveraged Company stock
acquired with the proceeds of an ESOP Loan
under 10.03 shall be calculated with reference
to Employer contributions used to repay the
loan.
(b) Contributions applied to pay
interest on an ESOP Loan shall be excluded if
the requirements in (c) are satisfied.
(c) The exclusion under (b) shall apply
in a year only if no more than one-third of all
the contributions for the year under the ESOP
Program are contributed for the benefit of
persons who are highly compensated employees
under 4.04-5.
(d) In applying the limitations on
annual additions, all employers that are
statutory affiliates as described in 2.01-2,
with the adjustment provided in section 415(h)
of the Internal Revenue Code, shall be
considered a single employer.
<PAGE>23
4.09-4 If an Employer contributes Company stock under
the ESOP Program, or an Employer contribution is used to purchase
Company stock, the Employer contribution limit under 4.09-2(a)
for the year shall be increased by the amount so contributed up
to a maximum limit of twice that stated in 4.09-2(a) if the
requirements of 4.09-3(c) are met.
4.09-5 If an annual addition for a participant would
exceed the limit in 4.09-2, the Committee shall, pursuant to
Treasury Regulation section 1.415-6(b)(6), eliminate the excess
by reducing the participant's pre-tax, matching, fixed and
supplemental contributions for the year in that order. The
amount of the reduction shall be credited to a suspense account
and reallocated to participants in the following year as a
reduction in the contributions to the plan by the Employer of the
participant from whom the excess was taken. Gains and losses may
be credited to the suspense account, as determined by the
Committee.
4.09-6 If Employer maintains one or more other defined
contribution plans at any time, the annual additions under all
such plans shall be combined for purposes of applying the above
limitations giving effect to any adjustment allowed for annual
additions under any other plan. For the purposes of 4.09-2(a)
only, any contribution to a separate account for post-retirement
medical benefits for a key employee under a funded welfare
benefit plan shall be considered such an annual addition.
4.09-7 If Employer maintains or has maintained one or
more defined benefit pension plans at any time, the following
rules shall apply:
(a) The defined benefit fraction under
all such plans combined with the defined
contribution fraction under this plan and all
other defined contribution plans currently or
previously maintained by Employer shall not
exceed 1.0 for any individual.
(b) The defined benefit fraction
numerator shall be the participant's projected
annual normal retirement benefit. The
denominator shall be the maximum benefit under
section 415(b)(1) of the Internal Revenue Code,
adjusted under (d).
(c) The defined contribution fraction
numerator shall be the sum of all annual
additions for the participant since the plan's
inception. The denominator shall be the sum of
the maximum annual additions under section
415(c)(1) of the Internal Revenue Code for all
years of the participant's employment with
Employer, adjusted under (d).
(d) The denominators under (b) and (c)
shall be the smaller of the maximum percentage
limitation amount times 1.4 or the maximum
dollar limitation amount times 1.25.
<PAGE>24
4.09-8 If an annual addition for a participant would
exceed the limits in 4.09-2 or 4.09-7 because of any other tax
qualified retirement plan of an Employer, the contributions under
this plan shall stand and the contributions or benefits under the
other plan shall be reduced as necessary to meet the limit.
4.09-9 In applying the limitations on annual additions,
all employers who are affiliates under 2.01-2 shall be considered
a single employer.
4.09-10 If an annual addition for a participant would
exceed the limit in 4.09-2 for a limitation year, then excess
annual additions may be corrected in one or a combination of the
following ways, as determined by the Committee:
(a) By corrective disbursement to the
affected participants in accordance with
Treasury Regulation section 1.415-6(b)(6)(iv).
(b) By applying the excess amounts in
the participant's account to reduce Employer
contributions to the plan for that participant
for the next limitation year, and, to the
extent necessary, for future limitation years.
If the participant is not covered by the plan
as of the end of the limitation year, the
excess amounts shall be held unallocated in a
suspense account for the limitation year and
reallocated in the next limitation year to
reduce Employer contributions for all remaining
participants in the plan in accordance with
Treasury Regulation section 1.415-6(b)(6)(ii).
4.10 PAYMENT OF CONTRIBUTIONS
4.10-1 Contributions may be in cash or in Company
stock, subject to the following rules:
(a) Contributions to the extent
necessary to pay principal and interest on
money borrowed to acquire Company stock shall
be in cash.
(b) "Company stock" means common stock
of the Company that is readily tradable on an
established securities market or, if not
readily tradable, common stock with the
greatest voting and dividend rights.
4.10-2 Employer shall make payments to the Trustee to
cover all contributions as follows:
<PAGE>25
(a) Subject to (b) and (c), a pre-tax
contribution shall be paid as soon as the
amount can reasonably be identified and
separated from Employer's other assets.
Payment shall in any event be made within 90
days after the participant would otherwise have
received the amount deducted from pay on
account of the pre-tax contribution.
(b) All contributions for a plan year
shall be paid within the regular or extended
time for filing Employer's federal income tax
return for the year.
(c) In any event, all pre-tax and
matching contributions for a plan year shall be
paid no later than 12 months after the end of
the plan year.
ARTICLE V
PARTICIPANTS' ACCOUNTS
5.01 PARTICIPANTS' ACCOUNTS
5.01-1 The Committee shall keep separate accounts for
each participant for the following:
(a) Savings Plan accounts for amounts
derived from pre-1988 contributions for
matching contributions, and post-tax
contributions.
(b) Savings Plan accounts as follows:
(1) Pre-tax contribution
accounts for amounts derived from
pre-tax contributions received
before 1991 as well as those
received after 1990.
(2) Special collective
bargaining employees' accounts for
post-1987 contributions for any
matching, fixed and supplementary
contributions pursuant to
collective bargaining agreements
that do not permit the
contributions to be allocated to
New ESOP Program accounts under
(d).
(3) Rollover and transfer
accounts.
<PAGE>26
(4) Utah Power Prior Savings
Plan Accounts for amounts
transferred to the Savings Plan
program from the Utah Power Savings
Plan effective as of the close of
the 1990 plan year.
(5) North-West Prior Savings
Plan Accounts for amounts
transferred to the Savings Plan
Program from the North-West Savings
Plan effective as of the close of
the 1990 plan year.
(c) ESOP Program accounts for amounts
derived from pre-1988 tax credit contributions.
(d) ESOP Program accounts for amounts
derived from post-1987 contributions for the
following:
(1) Matching contributions
other than those under (b) above.
(2) Fixed contributions other
than those under (b) above.
(3) Supplemental contributions
other than those under (b) above.
(e) ESOP Program accounts for amounts
transferred from the Utah Power Savings Plan
and from the North-West ESOP.
5.01-2 The Committee shall furnish each participant
annually a statement showing contributions to date and the funds
credited to each account.
5.01-3 The Committee shall direct the Trustee to
maintain an unallocated suspense account (Leveraged ESOP suspense
account) for each loan (ESOP Loan) entered into by the Trustee to
finance the purchase of Company stock (leveraged Company stock)
under 10.03. A separate Leveraged ESOP suspense account shall be
maintained for each ESOP Loan. The following amounts shall be
credited to the Leveraged ESOP suspense account:
(a) Proceeds from the ESOP Loan and any
earnings from the proceeds if invested pending
acquisition of the leveraged Company stock.
(b) Leveraged Company stock acquired
with the ESOP Loan proceeds.
<PAGE>27
(c) Amounts contributed by an Employer
under the ESOP Program and designated by the
Employer for repayment of the ESOP Loan.
(d) Earnings received on leveraged
Company stock under (b) and contributions under
(c) while held in the leveraged ESOP Suspense
Account.
5.02 VALUATIONS AND ADJUSTMENTS
5.02-1 As of each regular or special valuation date,
the Trustee shall value the pooled investment funds and
segregated accounts at their fair market values and report the
values to the Committee. The Committee shall allocate the values
to segregated and nonsegregated accounts as of the valuation
date. The allocation to nonsegregated accounts shall be in
proportion to account balances on the valuation date before
adding any allocations or subtracting any withdrawals or other
distributions made as of that date and appropriate adjustment
shall be made for any interim contributions or distributions
since the last valuation date. Segregated accounts shall be
adjusted individually to reflect changes affecting each account.
5.02-2 The Committee may call for a special valuation
upon finding that desirable to avoid a material distortion in
benefits or otherwise to administer the plan properly.
5.02-3 The Trustee shall determine the fair market
value of Company stock and other securities issued by Employers
(Employer securities) as of each regular or special valuation
date. The Trustee shall engage a qualified, independent person
or organization to fix the value of Employer securities held
under the plan, if required by the Trust Agreement or by
applicable law.
5.03 ALLOCATIONS FROM LEVERAGED ESOP SUSPENSE ACCOUNT
5.03-1 Subject to 5.03-5, as of each plan year end and,
if designated by the Committee, as of each special allocation
date during the plan year, the Committee shall determine in
accordance with applicable law and regulations the number of
shares of leveraged Company stock to be released from each
Leveraged ESOP suspense account and allocated to participants'
accounts under either 5.03-2 or 5.03-3. The Committee shall make
allocations to participants for the year in accordance with the
following:
(a) Allocations of leveraged Company
stock shall be based on nonmonetary units
corresponding with the Trustee's cost for the
stock being allocated.
<PAGE>28
(b) Allocations shall be made first to
ESOP Program matching contribution accounts in
accordance with matching contributions
designated for repayment of the ESOP Loan
during the year.
(c) After allocation under (b), an
allocation of any remaining amount shall be
made to ESOP Program fixed contribution
accounts in accordance with fixed contributions
designated for repayment of the ESOP Loan
during the year.
(d) After allocations under (b) and (c),
an allocation of any remaining amount shall be
made to ESOP Program supplemental contribution
accounts in accordance with 4.05-5.
(e) To the extent that earnings on
leveraged Company stock need not be retained in
a suspense account to repay money borrowed,
such earnings shall be included in the
allocations under (b), (c) and (d).
5.03-2 Subject to 5.03-3, 5.03-4 and 5.03-5, the number
of shares of leveraged Company stock to be released from a
Leveraged ESOP suspense account shall be at least equal to the
number of shares held in the account just prior to the release
multiplied by a fraction as follows:
(a) The numerator shall be the amount of
principal paid for the plan year on a loan for
money borrowed to buy such stock or to repay
money previously borrowed for such purpose.
(b) The denominator shall be the sum of
the numerator plus the principal to be paid on
such borrowed funds in all future years.
5.03-3 Release of shares under 5.03-2 may be made only
if the following requirements are met:
(a) The Leveraged ESOP loan must provide
for the payment each year of principal and
interest at a cumulative rate that is not less
rapid at any time than annual payments of such
amounts for 10 years.
(b) Interest included in any payment can
be disregarded only to the extent that it would
be treated as interest under standard loan
amortization tables.
<PAGE>29
(c) The term of the loan including
renewals, extensions and refinancings cannot
exceed 10 years.
5.03-4 The alternative procedure described in this
provision shall apply if elected by the Committee or if the
requirements of 5.03-3 are not met. Subject to 5.03-5, under the
alternative method, the number of shares of leveraged Company
stock to be released from a Leveraged ESOP suspense account shall
at least equal the number of such shares held in the account just
prior to the release multiplied by a fraction as follows:
(a) The numerator shall be the sum of
the principal and interest paid for the plan
year on a loan for money borrowed to buy such
stock or to repay money previously borrowed for
such purpose.
(b) The denominator shall be the sum of
the numerator plus the principal and interest
to be paid on such borrowed funds in all future
years.
(c) If the interest under the loan is
variable, future interest shall be computed at
the rate in effect on the regular valuation
date.
5.03-5 If an ESOP Loan is repaid with the proceeds of
another loan (Replacement ESOP Loan), the following shall apply:
(a) Such repayments shall not release
shares for allocation to participants under
5.03-1, and
(b) Shares released by such repayments
shall be transferred to a Leveraged ESOP
Suspense Account for the Replacement ESOP Loan.
5.04 SPECIAL DISTRIBUTION OF DIVIDENDS
5.04-1 If directed to do so by the Company, except as
provided in 5.04-2(e), the Trustee shall distribute cash
dividends on Company stock, Pacific Telecom stock, or both, held
on the dividend record date by the trust. The distribution of
cash dividends under this provision shall apply to dividends on
Company stock or Pacific Telecom stock, or both, allocated to
participants under ESOP Program accounts.
5.04-2 Distributions under 5.04-1 shall be subject to
the following:
(a) Company direction under 5.04-1 must
be by written notice from the person designated
in 9.03-1, and may be revoked
<PAGE>30
by the Company with respect to a dividend at
any time before the dividend is distributed.
(b) Dividend distributions shall be paid
in cash no later than 90 days after the end of
the plan year in which the dividends are
received by the trust.
(c) For each participant or beneficiary,
the amount distributed shall equal the amount
otherwise allocable to the individual's account
for the dividend.
(d) Any earnings on a dividend before
distribution shall be retained in the trust and
allocated to the account of the participant or
beneficiary affected.
(e) The Committee may allow participants
to elect to have dividends retained in their
accounts rather than distributed currently in
cash.
5.05 IN-SERVICE WITHDRAWALS
5.05-1 All or part of a participant's Prior Savings
Plan account for post-tax contributions may be withdrawn before
termination of employment at the participant's option, subject to
5.06-3(c), in the following order:
(a) The lesser of accumulated post-tax
contributions made before January 1, 1987 or
the current value of the account may be
withdrawn first.
(b) If all amounts under (a) have been
withdrawn, the remainder of the account may be
withdrawn.
5.05-2 If all amounts under 5.05-1 have been withdrawn,
a participant may withdraw any amounts attributable to rollovers
and unrestricted transfers without a showing of financial
hardship. A restricted transfer is one that is attributable to
accounts that were subject to legally required withdrawal
restrictions under the transferor plan and is not an elective
transfer under 5.08-2(d).
5.05-2 The following accounts may be withdrawn before
termination of employment to the extent needed for a financial
hardship of the participant approved by the Committee under
5.05-3:
(a) The lesser of (1) or (2) below:
<PAGE>31
(1) Pre-tax contributions,
including those received before
January 1, 1988.
(2) The current balance of the
pre-tax contribution account.
(b) If the Segment Leader has provided
for such withdrawals in its adoption statement,
the vested portion of a Prior Savings Plan
account for matching contributions.
(c) The current balance of the
participant's rollover and transfer account,
including earnings to the most recent valuation
date.
5.05-3 "Financial hardship" means a participant's
immediate and heavy financial need that cannot be met from other
reasonably available resources and is caused by one or more of
the following:
(a) Medical expenses under Internal
Revenue Code section 213(d) of the participant,
a dependent member of the participant's
immediate family or household, or another
dependent.
(b) The cost of current tuition for
post-secondary education of the participant, a
dependent member of the participant's immediate
family or household, or another dependent.
(c) The cost of buying the principal
residence of the participant, not including
making mortgage payments.
(d) The cost of preventing eviction from
or foreclosure on the principal residence of
the participant.
(e) Temporary layoff without pay at the
instance of Employer.
(f) Other unexpected or unusual expenses
creating a financial need for which withdrawal
is permitted by Treasury Regulation section
1.401(k)-1.
5.05-4 Withdrawals shall be carried out under the
following rules:
<PAGE>32
(a) The withdrawal date shall be fixed
by the Committee after application by the
participant under Committee procedures, which
may vary among Plan Segments.
(b) If the withdrawal is requested
because of financial hardship, the application
shall include a signed statement of the facts
causing financial hardship and any other facts
required by the Committee. No hardship
withdrawal shall be granted unless the
participant has borrowed the maximum amount
available under 5.06-4 and has withdrawn all
amounts available under 5.05-1.
(c) The Committee may require a minimum
advance notice, may limit the amount and
frequency of withdrawals and may delay payment
of an approved withdrawal to permit a special
valuation, to permit liquidation of necessary
assets or for other pertinent reasons.
(d) The Committee shall designate which
investment fund or funds are to be charged with
the withdrawal if more than one fund is
involved.
(e) Accounts shall be adjusted as of the
last regular or special valuation date on or
before the withdrawal unless the Committee
elects to have a special valuation, which will
then control.
(f) Withdrawals from post-tax
contributions shall be charged in the following
order:
(1) Against contributions made
before 1987.
(2) Against contributions made
after 1986 and a proportionate
share of related earnings.
(3) Against earnings related
to contributions made before 1987.
5.06 LOANS TO PARTICIPANTS
5.06-1 The Committee shall instruct the Trustee to lend
money to a participant or beneficiary as follows:
<PAGE>33
(a) The Committee shall make loans to
participants and beneficiaries who are parties
in interest under 3(14) of ERISA on a
reasonably equivalent basis as follows:
(1) The borrower must
establish an intention and a
reasonably' certain capacity to
repay the loan and interest when
due, and may only have one loan at
a time.
(2) A beneficiary shall not be
eligible for a loan unless all
events needed to make the
beneficiary's rights unconditional
have occurred.
(3) Loans may not be made from
ESOP Program accounts.
(4) Subject to (3) above, a
loan shall be available for not
less than $1,000 and not more than
the limits specified in 5.06-4, but
only to the extent necessary
because of financial hardship under
5.05-3 (without limiting the
determination of financial hardship
under 5.05-3(f) to reasons
permitted by Treasury Regulation
section 1.401(k)-1 for
withdrawals).
(5) Loans shall not be made
available to highly compensated
employees in an amount greater than
the amount available to other
employees expressed as a percentage
of the account, subject to (4)
above.
(b) The loan date shall be fixed by the
Committee after application by the borrower
under Committee procedures.
(c) Receipt of a loan shall constitute
consent by the participant to withdrawals under
5.06-3 before normal retirement age.
(d) Reasonable fees may be charged to
the borrower for making and administering the
loan.
5.06-2 Loans shall be secured as follows:
(a) A loan shall be secured by the
participant's account balances, other than
balances in ESOP Program accounts. The
<PAGE>34
loan shall be held as part of the accounts that
secure the loan, and any payments of principal
and interest and any withdrawals on default
shall be credited to or charged against such
accounts.
(b) All loans shall be secured by an
assignment of current pay of the borrower
sufficient to service the loan. Termination of
the employment producing the pay shall
constitute a default.
(c) The Committee may require or accept
other collateral in its discretion.
5.06-3 If a loan is not repaid when due, the following
shall apply:
(a) The Committee shall have the option
to declare the entire principal and interest
immediately due and payable.
(b) The Committee may instruct the
Trustee to withdraw from the participant's
vested accounts the amount of the loan and
interest plus any applicable withholding, or
foreclose on any other collateral, or both, as
provided below.
(c) After age 59 1/2 or termination of
service, all or part of a participant's entire
vested plan interest may be withdrawn on
default.
(d) During employment before age 59 1/2,
only the following portions of a participant's
vested plan interest may be withdrawn on
default:
(1) Post-tax contributions and
related earnings.
(2) Elective contributions,
plus earnings credited through
December 31, 1988 but not later
earnings, to the extent the
Committee finds a financial
hardship under 5.05-3.
(3) Amounts attributable to
rollovers and unrestricted
transfers. A restricted transfer
is one that is attributable to
amounts that were subject to
legally required withdrawal
restrictions under the transferor
plan and is not an elective
transfer under 5.08-2(d).
<PAGE>35
(e) In all cases, withdrawals will be
charged first to any post-tax contributions and
related earnings. Otherwise, withdrawals will
be charged as the Committee may decide against
different accounts to which the participant's
contributions have been allocated.
5.06-4 Unless the Committee imposes lower limits on a
nondiscriminatory basis, loans permitted by 5.06-1(a) may be made
so long as the aggregate outstanding principal balance of all
loans with respect to any participant does not exceed the lesser
of the following at the time the loan is made:
(a) 50 percent of the participant's
vested Savings Plan accounts.
(b) $50,000, reduced by any principal
payment made on plan loans in the 12 months
preceding the date of the loan.
5.06-5 The Committee shall fix the terms of payment and
interest rate for loans under the following rules, treating all
persons similarly situated alike:
(a) All loans shall be evidenced by
negotiable promissory notes payable to the
Trustee. The maker shall be personally liable
on the note regardless of any security.
(b) The interest rate shall be a
reasonable rate fixed by the Committee based on
locally prevailing commercial lending rates at
the time for comparable loans.
(c) Loans must be payable in not more
than five years, unless used to acquire a
principal residence of the participant.
(d) Loans must be amortized by
substantially level principal and interest
payments made no less often than quarterly over
the loan term. Prepayments shall be allowed.
5.06-6 Regardless of the payment terms, the following
rules shall apply:
(a) A loan to an employee-participant
shall be immediately due and payable on
termination of employment with Employer unless
the borrower continues to be a party in
interest.
<PAGE>36
(b) The loan shall be in default and
5.06-3 shall apply if the pay assignment lapses
by termination of employment or is cancelled.
(c) If a participant or beneficiary
applies for a distribution or withdrawal of
assets that secures an outstanding loan, the
distribution or withdrawal shall, to the extent
necessary to maintain adequate security, be
made by offsetting a corresponding amount of
the loan and accrued interest.
5.06-7 The Committee may suspend or resume making loans
within one or more Plan Segments as follows:
(a) Suspension or resumption shall occur
at such time or times as the Committee
considers necessary or desirable for proper
administration of the plan and orderly
investment of trust assets.
(b) The Committee may consider, among
other things, any of the following:
(1) Cash flow.
(2) Trust liquidity.
(3) Minimum amounts needed to
diversify investment funds.
(4) Experience in
administering and collecting loans.
(5) Any risk of
disqualification of the plan or
loss of exemption of the trust.
(6) Any other perceived
jeopardy to any party under
applicable laws and regulations.
5.06-8 Loans shall be held as a plan investment as
follows:
(a) All loans shall be held as separate
investments for the accounts of the respective
borrowers unless the Committee directs the
Trustee to hold the loans as investments of one
or more pooled investment funds under
10.02-1(a).
<PAGE>37
(b) The Committee shall decide between
the alternatives in (a) and may change from one
alternative to the other. Such a change shall
apply to new loans at any date selected by the
Committee and to existing loans as of the next
valuation date.
5.07 ROLLOVERS
5.07-1 The Committee may approve rollover of funds from
a tax qualified retirement plan or Individual Retirement Account
(IRA) if all of the following criteria are met:
(a) The individual rolling over the
funds is a Qualified Employee of Employer at
the time the rollover is made.
(b) The funds come from either of the
following:
(1) A qualifying rollover
distribution from a qualified plan.
(2) An IRA that holds only
amounts rolled over from one or
more total distributions or
eligible rollover distributions
from other qualified plans and
related earnings.
(c) The funds are paid to this plan
within 60 days after distribution from the
other plan or IRA.
(d) The funds do not include any
employee contributions.
(e) The Committee finds that the
rollover will not impair the qualified status
of this plan.
5.07-2 A rollover shall be credited to the
participant's rollover and transfer account.
5.08 TRANSFERS BETWEEN PLANS
5.08-1 The Committee may approve a transfer from this
plan directly into another qualified plan if the following
conditions are met:
(a) The account is vested and currently
distributable under this plan.
<PAGE>38
(b) The individual involved requests
that the account be distributed directly to the
other plan in which the individual may
participate.
(c) The plan administrator of the
receiving plan has agreed to accept the funds
and has affirmed that the receiving plan is
authorized to accept the transfer.
5.08-2 The Committee may direct the Trustee to accept
funds transferred directly to this plan from another qualified
plan if all of the following conditions are met:
(a) The individual involved has
requested the transfer and is a Qualified
Employee of Employer at the time the transfer
is made.
(b) The Committee determines that the
transfer will not impair the qualified status
of this plan.
(c) Subject to (d) below, none of the
amount transferred is subject to any
distribution requirement that is inconsistent
with the distribution options in this plan.
(d) A transfer that does not satisfy (c)
above may be accepted if it is an elective
transfer under Treasury Regulation section
1.411(d)-4Q & A-3 and the requirements of the
regulation are met.
5.08-3 An amount received by direct transfer shall be
fully vested and shall be accounted for as follows:
(a) Amounts derived from post-tax
contributions shall be carried in the post-tax
contribution account.
(b) Amounts derived from employer
contributions and forfeitures shall be carried
in the rollover and transfer account.
<PAGE>39
ARTICLE VI
RETIREMENT BENEFITS
6.01 ENTITLEMENT; RETIREMENT DATES; PARTICIPATION AFTER
MANDATORY BENEFIT STARTING DATE
6.01-1 A participant shall be entitled to benefits on
retirement or on reaching the mandatory benefit starting date
under 6.05-2.
6.01-2 Retirement shall occur on termination of
employment after reaching one of the following dates:
(a) Normal retirement date shall be age
65.
(b) Deferred retirement date shall be
any day after normal retirement date.
6.01-3 Commencing benefits under 6.05-2(a) while still
employed shall not constitute retirement and shall not prevent
continued participation in contributions or forfeiture
allocations. Contributions and forfeitures allocated to the
account of a participant after the distribution date under 6.04-2
shall be distributed in accordance with 6.04-2 and related
provisions.
6.01-4 If a person receiving benefits is rehired, the
benefit shall not be paid until later termination of employment
except as provided in 6.04-2.
6.02 AMOUNT AND FORM OF BENEFIT
6.02-1 On retirement the benefit shall be based on the
participant's entire account, whether or not vested, adjusted to
the last regular or special valuation on or before distribution.
Valuations may be updated under uniformly applied Committee
procedures to reflect interim investment gains or losses and for
expenses.
6.02-2 Benefits shall be paid in one or a combination
of the following ways as selected under 6.03-5, subject to 6.04:
(a) By a lump sum payment.
(b) By payment in installments fixed by
the recipient subject to 6.04 if all the
conditions in 6.02-3 are met.
6.02-3 Benefits shall be paid in installments under
6.02-2(b) only if all of the following conditions are met:
<PAGE>40
(a) The participant's account exceeds
$3,500.
(b) The installment payment rate is at
least $250 per month, adjusted for cost of
living changes in the same proportions as the
$30,000 limit on annual additions under
4.06-2(a).
(c) The installment period does not
exceed 15 years from the date of commencement
of benefits.
(d) The recipient selects the
installment form of benefit.
6.02-4 If payment is by installments, the following
shall apply:
(a) The participant's Savings Plan
Program shall be invested in accordance with
10.02-3(d).
(b) Installments shall normally be
substantially equal over the period of payout.
Variations may occur because of changes in the
account balances caused by trust investment
results. The installment amounts may also be
changed by the recipient subject to 6.04 and
administrative rules of the Committee.
(c) If the participant dies before
payment of the entire account, the balance
shall be paid as a death benefit under 7.01.
6.02-5 Unless the participant consents to payment at a
slower rate, the following shall apply:
(a) Benefits must begin no later than
the end of the plan year commencing after date
of retirement.
(b) A benefit under 6.02-2(b) will not
be paid more slowly than substantially equal
periodic payments at least annually, over a
period not longer than five years.
6.02-6 Distributions shall be in cash from investment
funds that are not invested in stock of the Company or another
Employer. Distributions from funds invested in stock of the
Company or another Employer shall be in cash unless the
participant elects to receive all such stock in kind under
procedures established by the Committee.
6.02-7 If a person receiving benefits is rehired, the
following shall apply:
<PAGE>41
(a) Subject to 6.04 and (c) below, the
participant may elect at any time to stop
benefits or to reduce the size of installments.
(b) When the participant later
terminates, the amount and form of benefit
shall be redetermined.
6.03 DISTRIBUTION SURVIVES DEATH
If a participant dies before full payment of the
accounts, the balance shall be paid as a death benefit under
Article VII.
6.04 APPLICATION FOR BENEFITS; TIME OF DISTRIBUTION
6.04-1 A participant or beneficiary eligible for
benefits must apply in writing under 9.04 as follows:
(a) Application shall be made on a form
prescribed by the Committee.
(b) Application shall be made between 30
and 90 days before benefits are to start.
6.04-2 The participant or beneficiary shall select the
form of payment in the application. Absent a selection, benefits
shall be paid in a single lump sum.
6.04-3 Subject to 6.05, the participant or beneficiary
shall select the time of payment in application and the following
shall apply:
(a) Subject to (b), the Committee shall
direct the Trustee to start benefits as soon as
reasonably possible after retirement whether or
not an application has been filed, if either of
the following applies:
(1) The distributable amount
has never been over $3500.
(2) The participant has
reached the mandatory benefit
starting date under 6.05-2.
(b) The Committee may delay the start of
benefits for a reasonable period necessary to
process payment but in no event beyond 60 days
after the latest of the following:
(1) The end of the plan year
of retirement.
<PAGE>42
(2) The date the amount is
known.
(3) The date an application is
received.
(c) Unless (a) above applies, the
Committee shall, between 30 and 90 days before
benefits are to start, give the participant an
explanation of the distribution options and the
right to defer payment until the mandatory
benefit starting date.
(d) Whether or not (a) applies, the
Committee shall give the participant or other
eligible recipient an explanation of the
following between 30 and 90 days before
benefits start:
(1) The right to have a direct
rollover under 6.04-6, if
applicable.
(2) The applicability of
mandatory withholding if a direct
rollover could be elected under
6.04-6 and is not.
(3) The applicable rules on
rollover and taxation of the
distribution as required by section
402(f) of the Internal Revenue
Code.
6.04-4 If the date for payment has passed and the
Committee has not located the participant or beneficiary, the
following shall apply:
(a) The unclaimed benefit shall be
forfeited at the end of the plan year in which
the Committee determines that the person cannot
be located using reasonable efforts. Amounts
forfeited under this provision shall be
accounted for as follows:
(1) The amount forfeited shall
be based on the balance of the
account as of the forfeiture date.
(2) Amounts forfeited shall be
applied in accordance with 8.04-3.
(b) If the participant or beneficiary
later establishes a valid claim for the
forfeited amount, then such amount, unadjusted
for any interim gains or losses in the trust,
shall be restored to the participant's account
and distributed in accordance with the regular
rules of the plan. Amounts restored
<PAGE>43
shall be derived first from forfeitures under
8.04 for the plan year of restoration, and then
from additional Employer contributions.
6.04-5 If a matching, fixed or supplementary
contribution account is fully distributed before the final
allocation of contributions, a final payment shall be made to the
participant promptly after allocation.
6.04-6 An eligible recipient of an eligible rollover
distribution under 6.04-3(d) may elect before a benefit is paid
to have the benefit distributed by a direct rollover into an
eligible retirement plan and the following shall apply:
(a) The recipient shall furnish the
Committee sufficient information to identify
the eligible retirement plan and the fund
holder to whom the direct rollover should be
paid.
(b) "Eligible retirement plan" means an
individual retirement account or annuity, an
employer-sponsored qualified retirement trust,
or an employer-sponsored qualified annuity
plan.
(c) "Eligible rollover distribution"
means any distribution from the plan other than
the following:
(1) One of a series of
substantially equal periodic
payments over life, life
expectancy, or a period of 10 years
or more.
(2) A payment required by the
minimum distributions rules under
6.05.
(3) Return of post-tax
contributions.
(4) Corrective distribution of
excess annual additions as
described in 4.09-10(a).
(5) Corrective distribution of
excess deferrals under 4.02-3 or of
excess contributions under 4.05-2.
(6) Deemed distributions of
participant loans.
<PAGE>44
(d) "Eligible recipient" means the
participant, the spouse of a deceased
participant or a spouse or former spouse who is
an alternate payee under a qualified domestic
relations order.
6.05 DISTRIBUTION RULES
6.05-1 Benefits shall be paid in accordance with the
following overriding rules as provided in Treasury Regulations
1.401(a)(9)-1 and -2.
6.05-2 Payments to participant shall be subject to the
following:
(a) Payment shall start by the April 1
after the calendar year in which the
participant reaches age 70 1/2 whether or not
employment has terminated.
(b) Payment shall be made over a period
no longer than the life expectancies of the
participant and any designated beneficiary.
Life expectancies shall not be recalculated
after initial determination.
(c) If the designated beneficiary is not
the spouse and is more than 10 years younger
than the participant, the joint life expectancy
shall be calculated based on the participant's
age as though the age difference were 10 years.
6.06 RESTRICTIONS ON TRANSFER OF DISTRIBUTED SHARES
6.06-1 Shares distributed to participants under the
plan shall be transferable only in conformance with applicable
state and federal securities laws. Shares distributed may not
otherwise be subject to any restrictions on resale.
6.06-2 If leveraged Company stock is distributed, any
restrictions on the transfer of the shares are subject to the
following limitations:
(a) The participant is required to offer
the stock for a period of not more than 14 days
to the participant's employer or the plan or
both before sale to a third party.
(b) The offering price must not be less
favorable than the greater of the fair market
value of the stock or a bona fide offer from a
third party.
(c) The other terms of the offer must be
at least as favorable as those of the third
party.
<PAGE>45
(d) The offer may not be required if the
stock is publicly traded, as that is defined by
applicable regulations, on a national
securities exchange or on a quotation service
sponsored by a national securities association.
6.06-3 Shares distributed may not otherwise be subject
to any restrictions on transfer.
6.06-4 The right described in 6.06-2 shall continue
even if this plan ceases to be a qualified employee stock
ownership plan.
6.07 RIGHT TO SELL DISTRIBUTED SHARES
6.07-1 This section shall not apply to Company stock
that meets the following criteria as defined by applicable
regulations:
(a) It is publicly traded on a national
securities exchange; or
(b) It is publicly traded on a quotation
service sponsored by a national securities
association; and
(c) In either event, it is not subject
to a trading limitation.
6.07-2 If Company stock that is not leveraged Company
stock but that is subject to this section is distributed from the
trust, the holder may require the Company to buy the stock
(subject to 6.07-5) as follows:
(a) The stock must be held by a
participant, former participant, beneficiary of
a participant, or a person who received the
stock by gift from or by reason of the death of
a participant or beneficiary, or by the trustee
of an individual retirement account of any of
the above persons.
(b) The holder may elect to sell the
stock 60 days after it is distributed.
(c) If the holder does not sell all the
stock under (b), the Company must notify the
holder of the value of the stock as of the end
of the plan year of the Company in which the
60- day period ends. The holder may then elect
to sell any remaining stock held within 60 days
after receipt of the notice.
<PAGE>46
(d) If the Company is prohibited by
federal or state law or regulation from
purchasing its stock within the time limits
applicable to this provision, PacifiCorp
Holdings, Inc., a wholly owned subsidiary of
the Company, shall buy the Company stock as may
be necessary to satisfy the Company's purchase
obligation.
(e) The periods referred to in (b) and
(c) shall exclude any period during which the
Company and PacifiCorp Holdings, Inc. are both
not permitted by applicable federal or state
law or regulation to make a purchase.
6.07-3 If Company stock that is leveraged stock subject
to this section is distributed from the trust, the holder may
require the Company to buy the stock (subject to 6.08-5) as
follows:
(a) The stock must be held by a
participant, former participant, beneficiary of
a participant, or a person who received the
stock by gift from or by reason of the death of
a participant or beneficiary.
(b) An election to sell must be made by
the holder within 15 months after the stock is
distributed excluding any period after
distribution during which the Company and
PacifiCorp Holdings, Inc. are not permitted by
applicable federal or state law to make such a
purchase.
(c) Where Company stock meets the
criteria of 6.07-1 when distributed but ceases
to meet the criteria within 15 months after
distribution, the Company must notify the
holder that for the remainder of the 15-month
period Company stock is subject to the election
described in 6.07-3(b). Notification must be
made according to applicable regulations.
(d) PacifiCorp Holdings, Inc. shall
satisfy the Company's obligation to purchase
Company stock under the provision in
circumstances described in 6.07-2(d).
6.07-4 The price and terms of payment for a purchase
under 6.07-2 and 6.07-3 shall be as follows:
(a) The purchase price shall be the fair
market value as of the last valuation date or
the date of exercise as required by applicable
regulations. The fair market value shall be
determined by a qualified, independent,
reputable person or
<PAGE>47
organization selected by the Trustee and
approved by the Committee.
(b) The purchase price shall be paid in
cash in a lump sum, in substantially equal
installments over a period not in excess of the
time permitted by (c) and by applicable
regulations, or partly in cash and partly in
installments. Installment payments may only be
made on a repurchase of Company stock
distributed by lump sum payment.
(c) Any amount paid in a lump sum shall
be paid within 60 days after the election to
sell.
(d) The following requirements shall
apply to amounts paid by installments:
(1) The amounts shall bear
interest from the date of the
election to sell at the prime
commercial rate of the Trustee for
short-term borrowings on that date.
(2) The amounts shall be
secured by Company stock or other
assets with a value equal to at
least 125 percent of the
outstanding balance.
(3) The initial installment
shall be paid within 30 days after
the election.
(4) Installment payments must
be at least as fast as
substantially equal periodic
payments, not less frequently than
annually, over a period not longer
than five years.
6.07-5 The Committee may grant the Trustee an option to
assume the rights and obligations of the Company under 6.07-2
through 6.07-4 if the Trustee has sufficient available assets to
do so. The Committee may grant such option any time before the
closing of the sale by delivering to the Company and the Trustee
a notice authorizing the Trustee to make the purchase. The
Committee shall determine the method of payment under 6.07-4.
6.07-6 The right to sell under this section shall
continue even if this plan ceases to be a qualified employee
stock ownership plan.
<PAGE>48
ARTICLE VII
BENEFITS ON DEATH OR DISABILITY
7.01 BENEFITS ON DEATH
7.01-1 A deceased participant's vested account,
adjusted to the last regular or special valuation date before
payment or segregation and including any final allocation for the
year of death, shall be paid as a death benefit to the
beneficiary. Valuations may be updated under uniformly applied
Committee procedures to reflect interim investment gains or
losses and for expenses. Payment shall be made at a time and in
a form selected by the recipient, subject to the restrictions set
out below, which shall override any inconsistent distribution
options. If death occurs before employment terminates, the
participant's account shall be fully vested.
7.01-2 If the participant was past the required
beginning date under 6.05-2(a) before death, the account shall be
distributed at least as rapidly as under the method of
distribution in effect at death.
7.01-3 If 7.01-2 does not apply and benefits on death
are payable to a beneficiary other than the surviving spouse, the
participant's entire account shall be distributed within five
years after death. The beneficiary may elect a lump sum or
installments to be paid during the five-year period, subject to
the requirements of 6.02-3(a) and (b).
7.01-4 If 7.01-2 does not apply and benefits on death
are payable to the participant's surviving spouse, payment shall
not provide for any of the following:
(a) Installments over a period longer
than the lesser of the spouse's life expectancy
or the period allowed under 6.02-3(c).
(b) Installment payments with respect to
a benefit less than $3,500 or at a rate less
than the rate specified in 6.02-3(b).
(c) Benefits to start after the later of
the following dates:
(1) The date the participant
would have attained age 70 1/2.
(2) Five years after death.
7.01-5 The restrictions of 7.01-2 and 7.02-4 shall be
complied with by distributions in accordance with Treasury
Regulations 1.401(a)(9)-1 and 1.401(a)(9)-2.
<PAGE>49
7.01-6 Except as provided below or as otherwise elected
by the participant, payment of a death benefit attributable to
Company Stock acquired after December 31, 1986 under the ESOP
Program must begin no later than the end of the plan year
commencing after the date of death. Such payments must be made
in substantially equal annual or more frequent installment
payments over not more than five years, unless otherwise elected
by the participant. Any Company Stock acquired with money
borrowed by the Trustee need not be distributed until the end of
the plan year in which the Trustee's borrowing is repaid.
7.01-7 If distribution is deferred or payment is by
installments, retained funds shall be invested under 10.02-3(d).
7.02 DISABILITY
7.02-1 A participant whose employment ceases because of
disability shall be fully vested.
7.02-2 A participant is disabled if the Committee
determines that the participant meets the criteria for disability
under both of the following:
(a) Long-term disability insurance
maintained by Employer.
(b) Social Security disability benefits.
7.02-3 The Committee shall determine the existence of
disability and may have the participant examined by and rely on
advice from a medical examiner satisfactory to the Committee in
making the determination.
7.03 DESIGNATION OF BENEFICIARY
7.03-1 Each participant shall file a designation of
beneficiaries for the Savings Plan Program and for the ESOP
Program as follows:
(a) A designation under a Prior Savings
Plan shall continue in effect for the Savings
Plan Program and a designation under a Prior
ESOP shall continue in effect for the Prior
ESOP Program and shall apply to the ESOP
Program until changed by new designations.
(b) The designations shall name a
specific beneficiary or beneficiaries, which
may include a trust. The beneficiaries may be
changed from time to time in accordance with
these provisions.
<PAGE>50
(c) A designation by a married
participant of a beneficiary other than the
surviving spouse shall not be effective unless
either of the following applies:
(1) The spouse executes a
consent in writing that
acknowledges the effect of the
designation and is witnessed by a
notary public.
(2) The consent cannot be
obtained because the spouse cannot
be located or because of other
circumstances provided by
applicable regulations.
(d) A determination in good faith by the
Committee that (c) has been complied with shall
be final and binding if the Committee has
exercised proper fiduciary care in making the
determination.
(e) The designated beneficiary or other
recipient described below shall receive any
residual benefit after death of a participant.
7.03-2 If the participant's marital status changes
after the participant has designated a beneficiary, the following
shall apply subject to any qualified domestic relations order
under 12.06-2.
(a) If the participant is married at
death but was unmarried when the designation
was made, the designation shall be void unless
the spouse consents to it in the manner
prescribed above.
(b) If the participant is unmarried at
death but was married at or after the time that
the designation was made, the benefit shall be
paid as though the former spouse had
predeceased the participant.
(c) If the participant was married when
the designation was made and is married to a
different spouse at death, the designation
shall be void unless the new spouse consents to
it in the manner prescribed above.
7.03-3 If a beneficiary dies after the death of a
participant but before full distribution to the beneficiary, any
benefit to which the beneficiary was entitled shall be paid to
the estate of the deceased beneficiary.
<PAGE>51
7.03-4 The following shall apply to any part of a
benefit as to which no valid designation of beneficiary is in
effect at death:
(a) Subject to (b) and (c) below, the
benefit shall be paid in the following order of
priority:
(1) To the participant's
surviving spouse.
(2) To the participant's
surviving children in equal shares.
(3) To the participant's
estate.
(b) If a beneficiary designated under
7.03-1 or 7.03-4 disclaims a benefit, the
benefit shall be paid as though that
beneficiary had predeceased the participant.
(c) If a surviving spouse entitled to a
benefit consents after the participant's death
to the participant's designation of another
beneficiary, the other beneficiary shall be a
validly designated beneficiary as to such
benefit.
ARTICLE VIII
BENEFITS AFTER TERMINATION OF EMPLOYMENT
8.01 VESTING
8.01-1 A participant's matching contribution account
shall be vested as follows based on Years of Service under 3.01:
<TABLE>
<CAPTION>
PERCENT
YEARS OF SERVICE VESTED
<S> <C>
Less than 1 0
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
8.01-2 All other accounts of a participant shall be
fully vested at all times.
8.01-3 A participant who, while employed by Employer,
dies, becomes disabled under 7.02 or becomes eligible for
retirement shall be fully vested.
<PAGE>52
8.02 DISTRIBUTABLE AMOUNT
8.02-1 Subject to 8.05, a participant whose employment
terminates for any reason other than retirement, disability under
7.02 or death shall receive only the vested interest under 8.01.
8.02-2 The amount to be forfeited shall be determined
under 8.04-3(a). The amount of the vested benefit shall be based
on the last regular or special valuation on or before payment or
segregation under 8.03.
8.03 PAYMENT OF BENEFITS
8.03-1 Subject to 6.05-2, the participant shall specify
the time of payment in the application under 6.04 and the
following shall apply:
(a) Except as otherwise required below
or as otherwise elected by the participant,
payment of a benefit attributable to Company
Stock acquired after December 31, 1986 under
the Prior ESOP Program or the New ESOP Program,
or the Pacific Telecom stock acquired after
December 31,1986 under the Prior ESOP Program,
must be paid at least as fast as substantially
equal annual or more frequent installment
payments over not more than five years, and
must be made by the later of the following
dates:
(1) The last day of the fifth
plan year commencing after
employment terminated.
(2) As to any Company Stock
acquired with money borrowed by the
Trustee, the last day of the plan
year in which the Trustee's
borrowing is repaid.
(b) Subject to (c) below, the Committee
shall pay benefits as soon as reasonably
possible, whether or not an application has
been filed, if either of the following applies:
(1) The distributable amount
has never been over $3,500.
(2) The participant has
reached normal retirement age.
<PAGE>53
(c) The Committee may delay payment for
a reasonable period necessary to process
payment but in no event beyond 60 days after
the latest of the following:
(1) The end of the plan year
of retirement date.
(2) The date the amount is
known.
(3) The date an application is
received.
(d) Unless (b) above applies, the
Committee shall provide the participant,
between 30 and 90 days before benefits are to
start, with an explanation of the distribution
options and the right to defer payment until
normal retirement date.
8.03-2 Benefits paid before the participant reaches age
55 shall be by lump sum. Benefits at or after age 55 shall be
paid in the form determined by the participant under 6.02.
Application shall be made under 6.04 and 6.04-3(d) and 6.04-6
shall apply.
8.03-3 If distribution is deferred, the former
participant may withdraw the entire post-tax contribution account
excluding any accumulated earnings or appreciation. Retained
funds shall be invested under 10.02-3(d).
8.03-4 If the date for payment has passed and the
Committee has not located the participant or beneficiary, 6.04-4
shall apply.
8.03-5 If an account is segregated under 10.02-3(d) and
the participant resumes work before full distribution of the
benefit, the Committee may return the account to the fund as of
any valuation date.
8.04 FORFEITURE OF UNVESTED AMOUNTS
8.04-1 The portion of a participant's matching
contribution account that is not vested shall be forfeited at the
earlier of:
(a) The date on which the participant
has no vested interest or the vested interest
has been distributed.
(b) The end of the fifth Break in
Service Year.
8.04-2 With respect to forfeitures under the ESOP
Program, leveraged Company stock in a participant's matching
contribution account shall be forfeited only
<PAGE>54
after all other assets in the participant's matching contribution
account have been forfeited.
8.04-3 Forfeitures shall be accounted for as follows:
(a) The amount forfeited shall be based
on the balance in the account as of the end of
the plan year in which forfeiture occurs,
adjusted to reflect distributions during the
year.
(b) Forfeitures shall first be applied
to restore prior forfeitures under 8.05-2.
Forfeitures under the ESOP Program or the
Savings Plan Program, respectively, shall only
be used to restore forfeitures in accounts
under the Program from which the forfeitures
arose.
(c) Any forfeitures remaining after
application under (b) shall be utilized as
follows:
(1) Unless otherwise provided
in a Segment Leader's adoption
statement, forfeitures under
matching contribution accounts
under the ESOP Program shall be
applied first to offset plan
expenses including matching
contributions, and any remaining
forfeitures shall be reallocated to
participants' accounts as
additional fixed contributions.
Forfeitures shall not be applied to
repay ESOP Loans.
(2) Forfeitures under the
Savings Plan Program shall be
applied to offset Savings Plan
Program contributions of the
Employer by which the participant
was last employed.
8.04-4 A zero vested balance of a participant shall be
treated as though it is distributed immediately when employment
terminates.
8.05 RESTORATION OF FORFEITED AMOUNTS
8.05-1 If a participant is rehired before a five-year
Break in Service, but after a forfeiture from a matching
contribution account because of a distribution under 8.04-1(a),
then the forfeited amount, unadjusted for any interim gains or
losses, shall be subject to restoration under 8.05-2, and 8.05-4
shall apply. If the rehire occurs after a five-year Break in
Service, then no restoration shall occur.
<PAGE>55
8.05-2 An amount subject to restoration under 8.05-1
shall be credited to the participant's matching contribution
account as of the first plan-year-end after rehire and
satisfaction of the requirement of 8.05-3. Amounts restored
shall be derived first from forfeitures for the plan year of
restoration, and then from additional Employer contributions.
8.05-3 In order to receive a restoration under 8.05-1
and 8.05-2, a participant must apply for restoration within the
time allowed for repayment under 8.05-4.
8.05-4 A rehired participant under 8.05-1 may repay the
full amount previously distributed from a partially vested
account as follows:
(a) Partial repayments shall not be
allowed.
(b) Repayment may only be made while the
participant remains employed, and may not be
made later than five years after rehire.
(c) Repaid amounts shall be fully vested
and shall be accounted for in such manner as
the Committee may decide.
8.06 VESTING AFTER REHIRE OR WITHDRAWAL
8.06-1 A participant who is fully vested on termination
of employment shall remain fully vested on rehire.
8.06-2 The following rules shall apply in determining
the future vested balance of the matching contribution account
after rehire of a participant who is not fully vested:
(a) If the rehire occurs before a
distribution is made from the account or if the
participant repays a distribution under 8.04-3
after rehire, the participant's future vested
balance shall be determined by applying the
vesting schedule to the entire account.
(b) If the rehire occurs after
distribution is made from the account and
before the participant has a five-year Break in
Service and no repayment is made under 8.05-4
terminates employment before full vesting, the
participant's vested balance shall be
determined by taking the following steps:
(1) Multiplying the
participant's vesting percentage
times the sum of the current
account balance and the amount
previously distributed.
<PAGE>56
(2) Subtracting the amount
previously distributed.
(c) If the rehire occurs after the
participant has a five-year Break in Service,
the following shall apply:
(1) Any unforfeited and
undistributed residue of the
participant's partially vested
account shall remain fully vested
and be carried as a separate
account until the participant's
future contributions are fully
vested.
(2) The forfeited balance
shall not be restored.
8.06-3 If a participant who has withdrawn matching
contributions has a termination of employment before full
vesting, 8.06-2(b) shall apply as though the withdrawal had been
a distribution.
ARTICLE IX
PLAN ADMINISTRATION
9.01 ADMINISTRATIVE COMMITTEE
9.01-1 The plan shall be administered by an
Administrative Committee of four or more persons appointed by the
Company. The Committee shall have a chair chosen from among its
members and a secretary who need not be a member. Minutes shall
be kept of all proceedings of the Committee. The Committee may
act at a meeting by a majority vote of a quorum present or
without a meeting by action recorded in a memorandum signed by a
majority of all members. A majority of members shall constitute
a quorum.
9.01-2 Any member of the Committee may resign on 15
days' notice to the Company. The Company may remove any
Committee member without having to show cause. All vacancies on
the Committee shall be filled as soon as reasonably practicable.
Until a new appointment is made, the remaining members of the
Committee shall have authority to act although less than a
quorum.
9.01-3 The Trustee shall be given the names and
specimen signatures of the Committee members, the chair and the
secretary. The Trustee shall accept and rely on the names and
signatures until notified of a change.
<PAGE>57
9.01-4 Documents may be signed for the Committee by the
chair, the secretary or other person designated by the Committee.
9.02 COMMITTEE POWERS AND DUTIES
9.02-1 The Committee shall interpret the plan and
trust, shall decide any questions about the rights of
participants and their beneficiaries and in general shall
administer the plan. Any decision by the Committee shall be
final and bind all parties. The Committee shall have absolute
discretion to carry out its responsibilities.
9.02-2 The Committee shall be the plan administrator
under federal laws and regulations applicable to plan
administration and shall comply with such laws and regulations.
The Chair of the Committee shall be the agent for service of
process on the plan at the Company's address.
9.02-3 The Committee shall keep records of all relevant
data about the rights of all persons under the plan. The
Committee shall determine the time, manner, amount and recipient
of payment of benefits and the Service of any employee and
instruct the Trustee on distributions. Any person having an
interest under the plan may consult the Committee at any
reasonable time.
9.02-4 The Committee may delegate all or part of its
administrative duties to one or more agents and may retain
advisors to assist it. The Committee may consult with and rely
upon the advice of counsel who may be counsel for an Employer.
The Committee shall appoint any independent public accountant for
the plan.
9.02-5 Each employer shall furnish the Committee any
information reasonably requested by it for plan administration.
9.03 COMPANY AND EMPLOYER FUNCTIONS
9.03-1 Except as provided in 9.03-2, all Company or
Employer functions or responsibilities shall be exercised by the
following persons, who may delegate all or any part of these
functions:
(a) For the Company, by the President.
(b) For any other Employer, by the chief
executive officer of the corporation.
9.03-2 The power to amend or terminate the plan may be
exercised only by the Board of Directors of the Company, except
as provided in 9.03-3. The power to fix contributions shall be
exercised by the Board of Directors of the Company or the Segment
Leader, as provided elsewhere in the plan.
<PAGE>58
9.03-3 The President of the Company may amend the plan
to make technical, administrative or editorial changes on advice
of counsel to comply with applicable law or to simplify or
clarify the plan.
9.03-4 The Board of Directors of the Company or an
Employer shall have no administrative or investment authority or
function. Membership on the Board shall not, by itself, cause a
person to be considered a plan fiduciary.
9.04 CLAIMS PROCEDURE
9.04-1 Any person claiming a benefit, requesting an
interpretation or ruling under the plan or requesting information
under the plan shall present the request in writing to the
Committee Chair, who shall respond in writing as soon as
practicable.
9.04-2 If the claim or request is denied, the written
notice of denial shall state the following:
(a) The reasons for denial, with
specific reference to the plan provisions on
which the denial is based.
(b) A description of any additional
material or information required for review of
the claim and an explanation of why it is
necessary.
(c) An explanation of the plan's claim
review procedure.
9.04-3 Any person whose claim or request is denied or
who has not received a response within 30 days may request review
by notice in writing to the Committee Chair. The original
decision shall be reviewed by the Committee,who may, but shall
not be required to, grant the claimant a hearing. On review,
whether or not there is a hearing, the claimant may have
representation, examine pertinent documents and submit issues and
comments in writing.
9.04-4 The decision on review shall normally be made
within 60 days. If an extension is required for a hearing or
other special circumstances, the claimant shall be so notified
and the time limit shall be 120 days. The decision shall be in
writing and shall state the reasons and the relevant plan
provisions. All decisions on review shall be final and bind all
parties concerned.
9.05 EXPENSES
9.05-1 Members of the Committee shall not be
compensated for services. The Committee shall be reimbursed for
all expenses.
<PAGE>59
9.05-2 The Company may elect to pay administrative fees
or expenses and may allocate the cost among the Employers.
Otherwise the expenses and fees shall be paid from plan assets.
Expenses related to an investment fund under 10.02-1 or 10.02-3
may be charged directly to that fund.
9.06 INDEMNITY AND BONDING
9.06-1 The Company shall indemnity and defend any plan
fiduciary who is an officer, director or employee of Employer
from any claim or liability that arises from any action or
inaction in connection with the plan subject to the following
rules:
(a) Coverage shall be limited to actions
taken in good faith that the fiduciary
reasonably believed were not opposed to the
best interest of the plan.
(b) Negligence by the fiduciary shall be
covered to the fullest extent permitted by law.
(c) Coverage shall be reduced to the
extent of any insurance coverage.
9.06-2 The plan fiduciaries shall be bonded to the
extent required by applicable law for the protection of plan
assets.
ARTICLE X
INVESTMENT OF TRUST FUNDS
10.01 ESTABLISHMENT OF TRUST
Benefits under this plan shall be funded through the
PacifiCorp K Plus Employee Savings and Stock Ownership Trust as
established by agreement between the Company and a trustee. The
trustee shall receive the contributions paid in by Employers,
hold and invest them and pay benefits.
10.02 Investment Funds
10.02-1 Plan assets shall be held in investment funds,
as follows:
(a) Savings Plan Program Funds for
assets attributable to Prior Savings Plan and
New Savings Plan accounts. Such assets shall
be pooled for investment in one or more
investment funds established by the Committee,
which may include funds invested primarily or
entirely in stock of the Company or an
affiliate.
<PAGE>60
(b) ESOP Program Funds for Employer
securities transferred from the Prior ESOPs and
any dividends received on them, as follows:
(1) Amounts transferred to the
ESOP Program from the PacifiCorp
Employee Stock Ownership Plan and
Trust, the PacifiCorp Bargaining
Employees Stock Ownership Plan and
Trust, the Utah Power Savings Plan
and the North-West ESOP shall be
invested primarily in Company
stock.
(2) Amounts transferred from
the Pacific Telecom Employee Stock
Ownership Plan and Trust shall be
invested primarily in Pacific
Telecom stock.
(c) ESOP Program Funds for assets
attributable to ESOP Program accounts
established in connection with ESOP loans after
1987. Such Funds shall be invested primarily
in Company stock and shall include any separate
suspense account funds that hold the proceeds
of one or more ESOP Loans, leveraged Company
stock purchased with such proceeds and any
dividends and other earnings attributable to
the ESOP Loan proceeds and leveraged Company
stock in the account.
(d) Diversified investment funds may be
created for ESOP Program Funds as specified by
the Committee under 10.02-4.
10.02-2 The Committee may create new funds, combine two
or more funds or change the objectives of an existing fund. The
trustee holding the assets involved and any affected investment
manager shall be informed of such action. The Committee shall
inform all participants of the fund and the objectives of each.
10.02-3 Allocation of the account for each participant
among the investment funds under 10.02-1(c) shall be controlled
as follows:
(a) The participant shall allocate
contributions (including transfers under 5.08-1
and rollovers) among the funds and may elect to
transfer assets between funds. An allocation
once made shall apply to all future
contributions unless changed by the
participant. If no allocation has been made,
the
<PAGE>61
Committee shall determine the fund or funds
into which the contributions shall be
deposited.
(b) All allocations and elections shall
be by written notice to the Committee. The
Committee shall adopt rules for allocations and
transfers, which may restrict amounts,
frequency and timing.
(c) Transfers shall be made over a
reasonable period to allow orderly liquidation
and reinvestment of the funds.
(d) After retirement or other
termination of employment, all accounts of a
participant shall be placed in the lowest-risk
investment fund.
10.02-4 Beginning as of January 1, 1991, participants
may elect to have their accounts under the ESOP Program invested
in funds other than those specified in 10.02-1(b) or (c) as
follows:
(a) A diversification election shall be
allowed with respect to each of the six plan
years starting with the year during which the
participant first qualifies under (b). The
earliest plan year in which any participant may
make an election under this provision shall be
as follows:
(1) The 1991 plan year, for
participants having shares of
Company stock transferred to the
ESOP Program from the North-West
ESOP.
(2) The 1992 plan year, for
participants having shares of
Company stock transferred to the
ESOP Program from the Utah Power
Savings Plan.
(3) The 1993 plan year, for
participants not included in (1) or
(2) above.
(b) The diversification election shall
only be available to participants who are at
least age 55 with 10 or more years of
participation in the ESOP Program (including
any participation in a plan from which the
participants' accounts have been merged or
transferred into the ESOP Program), and only if
the current fair market value of the securities
affected is over $500.
<PAGE>62
(c) With respect to the first five years
under (a), a participant may elect in
accordance with 10.02-3 to have up to 25
percent of the total of the shares of Company
stock (or Pacific Telecom stock, as applicable)
attributable to contributions under the ESOP
Program (including any such shares merged with
or transferred to the ESOP Program from a Prior
ESOP Program or from the Utah Power Savings
Plan or the North-West ESOP), invested in
alternative investment funds under (e) below
rather than the applicable investments under
10.02-1(a) or (c). With respect to the sixth
year under (a), the applicable percentage shall
be 50 percent. A participant's shares
attributable to contributions under the ESOP
Program shall be determined on a
diversification date with reference to the
number of shares acquired by or contributed to
the plan and allocated to the participant's
account, excluding such shares acquired by or
contributed to the plan prior to January 1,
1987 as tax credit contributions and allocated
to, and held in, the participant's account for
a period of less than 84 months pursuant to
Internal Revenue Code section 409(d), minus the
number of shares previously diversified by the
participant. If a person has met the
requirements in (b) before the year of first
eligibility under (a)(2), the six-year period
under this provision shall be measured from the
start of the 1991 plan year.
(d) Elections under (c) must be made
within the first 90 days after the end of the
applicable plan year, and shall be carried out
within 180 days after the end of the applicable
plan year. Diversification elections, once
made, become irrevocable following 90 days
after the applicable plan year.
(e) Investment alternatives under (c)
shall be specified by the Committee, and must
include at least three options not inconsistent
with any applicable regulations under Internal
Revenue Code section 401(a)(28). Such
investment alternatives may include appropriate
investment funds under 10.02-1(b).
(f) In lieu of diversification into
investment funds under (e), the Committee may
direct the Trustee to transfer amounts to be
diversified into the Savings Plan Program for
investment in funds such as those described in
(e).
10.02-5 Participants and beneficiaries shall be
permitted in accordance with applicable federal regulations to
direct the manner of exercise of voting rights on shares of
Company stock or stock of an affiliate, including fractional
shares, allocated to an of their accounts, as follows:
<PAGE>63
(a) The issuer of the stock shall
provide the trustee and plan participants with
all notices and information provided to its
shareholders in connection with the exercise of
their voting rights.
(b) The issuer of the stock shall
solicit proxies from participants to vote the
shares allocated to participants' accounts in
the same manner as proxies are solicited
generally from its shareholders.
(c) The Trustee shall not exercise
voting rights on shares of Company Stock
allocated to a participant's account unless
directed to do so by the participant.
(d) Except as required for trust
administration or by law, individual
participant voting instructions shall be held
by the Trustee in confidence.
10.02-6 Except as otherwise provided below or required
by law, the Trustee shall exercise voting rights on unallocated
Company stock held in a suspense account under 10.03-2 in
proportion to the directions received from participants for
voting Company stock allocated to their accounts from the
suspense account under the ESOP Program. During the time while
no shares have been allocated to participants under a leveraged
ESOP suspense account, stock in the account shall be voted in
proportion to directions received from participants for voting
Company Stock allocated to participants'
accounts under the ESOP Program and the Savings Plan Program.
10.02-7 If the Trustee receives a tender offer for
shares of Company stock or stock of an affiliate, the following
shall apply unless otherwise required by law:
(a) Tender offer means an offer to
acquire stock on terms filed with the
Securities and Exchange Commission pursuant to
applicable requirements of the Securities
Exchange Act of 1934, as amended.
(b) When a tender offer is received, the
Trustee shall inform all participants and
beneficiaries of deceased participants whose
accounts are affected by the tender offer. The
notice shall include both of the following
features:
(1) Appropriate information
about the tender offer.
<PAGE>64
(2) Provisions for the
participant or beneficiary to
instruct the Trustee in writing
whether or not to tender the shares
affected, including a reasonable
time for returning the instructions
to the Trustee.
(c) The Trustee shall follow the
instructions received under (b). A failure to
provide a timely instruction under (b) shall be
treated as an instruction not to tender the
shares.
(d) The Trustee shall hold the
individual tender offer instructions in
confidence as described in 10.02-5(d).
(e) The Trustee shall tender unallocated
Company stock held in a suspense account under
10.03-2 in proportion to the instructions under
(c) on allocated shares under the ESOP Program,
except to the extent not permitted by any
pledge agreement or other such arrangement
under which the stock is held as security for
an ESOP Loan. During the time while no shares
have been allocated to participants under a
Leveraged ESOP suspense account, stock in the
account shall be tendered in proportion to
directions received from participants for
tender of Company stock allocated to
participants' accounts under the ESOP Program
and the Savings Plan Program.
10.02-8 If the manner of exercising voting rights under
10.02-5 or 10.02-6 or responding to a tender offer under 10.02-7
is not permitted by law, then the Trustee shall determine how to
exercise the voting rights or how to respond to the tender offer,
as applicable. In making such determinations, the Trustee may
employ such experts and advisors as it deems helpful or
necessary. All reasonable expenses incurred by the Trustee in
making such determinations shall be paid from the trust unless
paid by the Company.
10.03 ESOP LOANS
10.03-1 If authorized in writing by the Committee,the
Trustee may borrow money for trust purposes on the security of
certain assets held in a separate trust under the ESOP Program,
subject to the following:
(a) Money may be borrowed under ESOP
Loans to purchase Company stock and to repay
money borrowed to purchase such stock only on
terms permitted under and subject to the
conditions of applicable law and regulations.
<PAGE>65
(b) The interest rate may not exceed a
reasonable rate at the time the loan is made.
(c) In the event of default on the ESOP
Loan, the value of trust assets transferred in
satisfaction for the loan shall not exceed the
amount of default. If the lender is a
disqualified person, the loan must provide that
assets transferred on default of the loan will
not exceed the amount by which the plan has
failed to meet the payment schedule of the
loan.
(d) The loan must be without recourse
against the plan. The only trust assets that
may be used as security for a loan to buy
leveraged Company stock are Leveraged Company
stock purchased with the loan proceeds, and
Leveraged Company stock purchased with the
proceeds of a prior ESOP Loan repaid by the
current ESOP Loan proceeds.
(e) The lender may not have a right to
any assets held under the ESOP Program other
than the following:
(1) Collateral given for the
loan under (d),
(2) Employer contributions
(other than any contributions of
Company stock) made to repay the
ESOP Loan, and
(3) Earnings on the collateral
and the employer contributions
described in this clause (e).
(f) Employer matching, fixed and
supplemental contributions and income from such
contributions and Company stock acquired with
borrowed money may be used to repay the ESOP
loan, as directed by the Company.
(g) The ESOP loan must be primarily for
the benefit of participants and beneficiaries.
(h) Payments during a plan year with
respect to a loan under this provision may not
exceed amounts under (f) received during the
year plus such amounts received during a prior
year of the loan, less amounts paid on the loan
in a prior year. Contributions and earnings
under (f) shall be accounted for separately
until the loan is repaid.
<PAGE>66
10.03-2 All assets acquired with the proceeds of a loan
under 10.03-1 shall be held in a suspense account under 5.01-3
and allocated under 5.03.
ARTICLE XI
AMENDMENT; TERMINATION; MERGER
11.01 AMENDMENT
11.01-1 The Company may amend this plan under 9.03 at
any time, subject to the following:
(a) No amendment shall revest any of the
plan assets in any Employer or otherwise modify
the plan or trust so that it would not be for
the exclusive benefit of eligible employees.
(b) No amendment shall reduce the
accrued benefit of a participant, or a
participant's vested percentage in that accrued
benefit, as of the date the amendment is
adopted or is effective, whichever is later.
(c) No amendment shall increase the
Years of Service required for vesting without
allowing each participant with at least three
Years of Service on the date the amendment is
adopted a 60-day period to elect in writing to
the Committee to have the prior vesting
schedule continue to apply to future benefits
under the plan. The 60-day election period
shall begin on the latest of the following:
(1) The date the amendment is
adopted.
(2) The date the amendment is
effective.
(3) The date the participant
is provided written notice of the
amendment.
11.01-2 Amendments may be made effective retroactively
to the extent permitted by applicable law and regulations.
11.02 TERMINATION
11.02-1 The Company may terminate this plan or direct
the discontinuance of contributions at any time. In the event of
any total or partial termination or discontinuance, the accounts
of all affected participants shall fully vest and be
<PAGE>67
nonforfeitable. The Company may request a ruling from the
Internal Revenue Service on the effect of termination on the
qualification of the plan.
11.02-2 Subject to 11.02-3, upon termination or
discontinuance, the Company may continue the trust to pay
benefits as they mature or liquidate and distribute the relevant
portion of the trust fund as follows:
(a) If the Employer does not maintain a
successor defined contribution plan, the assets
may be distributed to employees or transferred
to a qualified plan that is not a successor
plan.
(b) If the Employer maintains a
successor defined contribution plan, the assets
may be transferred to the successor plan. The
assets may not be distributed to employees
before termination of employment except as
allowed under 5.05 for in-service withdrawals.
(c) The net assets transferred or
distributed shall be allocated by the Committee
among participants and beneficiaries in
proportion to their interests.
11.02-3 No Company stock shall be distributed from a
tax credit contribution account under 5.01-1 to any participant
who has not terminated employment before the end of the 84th
month after the month in which the stock was allocated to the
participant's account.
11.03 TREATMENT OF EMPLOYERS
11.03-1 All employees of all Employers, including the
Company, shall be treated as though employed by one Employer for
purposes of determining total or partial termination. For this
purpose this plan shall be treated as one plan and not as a
collection of separate plans of the Employers. If some or all of
the employees of an Employer terminate employment, this shall be
viewed in the context of the whole plan to determine whether
there has been a partial termination or curtailment and whether
accelerated vesting is required.
11.03-2 An Employer may be excluded from the plan with
respect to its employees at any time by the Company. Such
exclusion shall not constitute a termination or partial
termination of the plan. Employees of the excluded affiliate
shall be treated as having terminated employment if the affiliate
ceases to maintain its affiliated status. Unless the Committee
determines or the Internal Revenue Service rules that the
exclusion constitutes a partial termination of the plan, the
rights of employees of the excluded affiliate shall not become
fully vested and nonforfeitable as a result of the exclusion. If
the excluded affiliate retains its affiliated status with the
Company, its
<PAGE>68
employees shall continue to accrue Service for the purposes of
vesting, but shall not be eligible to participate in
contributions and forfeitures with respect to pay after the
effective date of the exclusion.
11.04 MERGER
If this plan is merged or consolidated with or the
assets or liabilities are transferred to any other plan or trust,
the benefit that each participant would receive if the plan
terminated just afterwards shall be at least as much as if it
terminated just before.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.01 INFORMATION FURNISHED
The Committee may require satisfactory proof of age,
marital status or other data from a participant, spouse or
beneficiary. The Committee may adjust any retirement benefit if
an error in relevant data is discovered.
12.02 APPLICABLE LAW
This plan shall be construed according to the laws of
Oregon except as preempted by federal law.
12.03 PLAN BINDING ON ALL PARTIES
This plan shall be binding upon the heirs, personal
representatives, successors and assigns of all present and future
parties.
12.04 NOT CONTRACT OF EMPLOYMENT
The plan shall not be a contract of employment between
an Employer and any employee, and no employee may object to
amendment or termination of the plan. The plan shall not prevent
any Employer from discharging any employee at any time.
12.05 NOTICES
Except as otherwise required or permitted under this
plan or applicable law, any notice or direction under this plan
shall be in writing and shall be effective when actually
delivered or deposited postpaid as first-class mail. Mail shall
be directed to the address stated in this plan or in a statement
of adoption or to such other address as a party may specify by
notice to the other parties. Notice to the Committee shall be
sent to the Company's address.
<PAGE>69
12.06 BENEFITS NOT ASSIGNABLE; QUALIFIED DOMESTIC RELATIONS
ORDERS
12.06-1 This plan is for the personal protection of the
participants. No vested or unvested interest of any participant
or beneficiary may be assigned, seized by legal process,
transferred or subjected to the claims of creditors in any way,
except as provided in 12.06-2.
12.06-2 Benefits shall be paid in accordance with a
qualified domestic relations order (QDRO) under section 414(p) of
the Internal Revenue Code pursuant to procedures established by
the Committee. If the alternate payee's benefit is fully vested
and is not required as security for a plan loan, it shall be
distributed to the alternate payee as soon as practicable
regardless of whether the participant has terminated employment
or whether the alternate payee consents to the distribution,
unless the QDRO precludes current distribution.
12.07 NONDISCRIMINATION
The Company, each Employer and the Committee shall to
the fullest extent possible treat all persons who may be
similarly situated alike under this plan.
12.08 NONREVERSION OF ASSETS
12.08-1 Subject to the following paragraphs, no part of
the contributions or the principal or income of this trust shall
be paid to or revested in an Employer or be used other than for
the exclusive benefit of the participants and their
beneficiaries.
12.08-2 On termination of the plan amounts shall be
returned to Employer that remain in a suspense account as
follows:
(a) Amounts in a forfeiture suspense
account under 8.05 that cannot be allocated
because of limitations on annual additions
under 4.09.
(b) Amounts in an ESOP Loan suspense
account that cannot be allocated to
participants because of limitations on annual
additions under 4.09.
12.08-3 A contribution may be returned to an Employer
to the extent that either of the following applies:
(a) The contribution was made by mistake
of fact.
(b) A deduction for the contribution
under 4.08 is disallowed.
<PAGE>70
12.08-4 Return of contributions under 12.08-3 shall be
subject to the following:
(a) Any return must occur within one
year of the mistaken payment or disallowance of
the deduction.
(b) The returnable amount shall be
reduced by a pro rata share of any investment
losses attributable to the contribution and by
any amounts that cannot be charged under (c)
below.
(c) The amounts returned shall be
charged to participants' accounts in the same
proportion as the accounts were credited with
the contribution. No participant's account
shall be charged more than it was previously
credited.
(d) If a participant's pre-tax
contribution is returned, Employer shall
promptly pay the amount to the participant as
additional compensation.
(e) No contributions shall be returned
that are necessary to pay principal or interest
on money borrowed to buy Company stock.
(f) If any part of a tax credit for
Employer contributions is recaptured or
redetermined, any amounts transferred to the
plan in satisfaction of the conditions of the
Internal Revenue Code for allowance of the
credit shall remain in the plan and shall
remain allocated to participants.
ARTICLE XIII
SPECIAL TOP-HEAVY PLAN RULES
13.01 APPLICATION OF RULES
If the plan becomes top-heavy, the rules in this Article
shall apply and shall control over any other provisions with
which they conflict.
13.02 DETERMINATION OF TOP-HEAVY STATUS
13.02-1 The plan shall be top-heavy for a plan year if,
as of the determination date, the plan's top-heavy percentage for
the year exceeds 60 percent. The top-heavy percentage is the
present value of accrued benefits of all key employees
<PAGE>71
as a percentage of the present value of accrued benefits of all
key and non-key employees other than the following:
(a) Former key employees.
(b) Former employees who have performed
no services for an Employer during the five-
year period ending on the determination date.
13.02-2 The determination date shall be the last day of
the preceding plan year.
13.02-3 The following plans of Employers and affiliates
shall be considered as one plan for determining top-heaviness:
(a) Any plan in which a key employee
participates.
(b) Any plan that must be considered in
order for a plan in (a) to meet the minimum
coverage requirements for qualification under
Internal Revenue Code sections 401(a)(4) and
410.
13.02-4 "Key employee" and "non-key employee" are
defined in section 416(i) of the Internal Revenue Code.
13.02-5 For purposes of 13.02-1, the present value of a
participant's accrued benefit shall be the account balance as of
the determination date, subject to all of the following:
(a) Any later Employer contributions
allocated as of that date shall be excluded.
(b) Nondeductible employee contributions
shall be included but amounts attributable to
deductible employee contributions shall be
excluded.
(c) Rollovers and transfers shall be
included or excluded as provided in 13.02-6 and
13.02-7.
13.02-6 Except as provided below, distributions and
transfers made within the plan year ending on the determination
date or the four preceding plan years shall be added back to the
present value of accrued benefits as of the determination date
unless already counted. A transfer out of this plan or
distribution that is rolled over shall not be added back if
either of the following applies:
<PAGE>72
(a) It goes to a plan maintained by
Employer or an affiliate.
(b) It is not initiated by the employee.
13.02-7 A rollover or transfer accepted into this plan
or a predecessor plan before 1934 shall be included in the
present value of accrued benefits. A rollover or transfer
accepted after 1983 shall be included only if it satisfies either
of the following:
(a) It comes from a plan maintained by
Employer or an affiliate under 2.01-2.
(b) It is not initiated by the employee.
13.03 TOP-HEAVY PLAN RESTRICTIONS
13.03-1 The following provisions shall apply for a plan
as of the first day of any plan year for which the plan is
top-heavy.
13.03-2 Each participant who is a non-key employee
employed at the end of the year shall receive a minimum Employer
contribution regardless of whether the participant elects to have
contributions under 4.02 or has 1,000 Hours of Service for the
year. The minimum contribution (excluding any elective
contributions) for a non-key employee shall be the lesser of the
following:
(a) The largest combined pre-tax and
other Employer contribution, expressed as a
percentage of compensation, as defined in
4.01-1(b), for any key employee for the year.
(b) Three percent of such compensation.
<PAGE>73
13.03-3 The limitation in 4.09-7(d) shall be determined
using 1.0 in place of 1.25.
1991 RESTATEMENT EXECUTED AS FOLLOWS EFFECTIVE GENERALLY
JANUARY 1, 1991:
_________________________________________________________________
Adopted: November 28, 1990.
COMPANY PACIFICORP
By A. M. GLEASON
____________________________
Executed: March 21, 1991
AMENDMENT NO. 1 EXECUTED AS FOLLOWS EFFECTIVE GENERALLY
JANUARY 1, 1993:
_________________________________________________________________
COMPANY PACIFICORP
By A. M. GLEASON
____________________________
Executed: September 14, 1993
AMENDMENT NO. 2 EXECUTED AS FOLLOWS EFFECTIVE IN PART OCTOBER 1,
1994 AND IN PART JANUARY 1, 1994:
_________________________________________________________________
COMPANY PACIFICORP
By FREDERICK W. BUCHMAN
____________________________
Executed: December 28, 1994
<PAGE>
EXHIBIT (4)(d)
PACIFICORP K PLUS EMPLOYEE SAVINGS
AND STOCK OWNERSHIP TRUST AGREEMENT
1991 RESTATEMENT
JANUARY 1, 1991
(AS AMENDED BY AMENDMENT NO. 1)
PACIFICORP
AN OREGON CORPORATION
700 NE MULTNOMAH
PORTLAND, OREGON 97232 COMPANY
HARRIS TRUST AND SAVINGS BANK,
A SUBSIDIARY OF THE BANK OF MONTREAL TRUSTEE OF MASTER TRUST
PO BOX 755 AND
111 WEST MONROE STREET TRUSTEE OF LEVERAGED
CHICAGO, ILLINOIS 60690 ESOP TRUSTS
<PAGE>i
TABLE OF CONTENTS
PAGE
INDEX OF TERMS (iii)
ARTICLE I MASTER TRUST AND SEPARATE TRUSTS; EFFECTIVE
DATES; TRUST YEAR; QUALIFICATION
1.01 Master Trust and Separate Trusts;
Effective Dates; Trust Year; Valuation Dates 5
1.02 Qualification 5
ARTICLE II TRUST FUND
2.01 Payments to Trustee 6
2.02 Investment Funds 6
2.03 Interest Bearing Deposits 10
2.04 General Investment Standards 10
2.05 Investment with Insurance Company 10
2.06 Investment Managers 11
2.07 Investment by Trustee;
Directed Investments 13
2.08 Leveraged ESOP Suspense Account 13
ARTICLE III ADMINISTRATION
3.01 Administration by Committee 15
3.02 Powers of Trustee 15
3.03 Distributions; Conflicting Claims 19
3.04 Special Distribution of Dividends 20
3.05 Expenses and Fees 21
3.06 Collective Investment Fund Agents;
Participant Loan Agents 21
3.07 Custodian 22
ARTICLE IV RECORDS; VALUATION; ACCOUNTINGS
4.01 Records; Information for Committee 22
4.02 Valuation 22
4.03 Accountings 23
ARTICLE V LIABILITY
5.01 Indemnity 23
5.02 Bonding 23
<PAGE>ii
Page
ARTICLE VI SUCCESSOR TRUSTEES
6.01 Resignation and Removal 24
6.02 Appointment of Successor 24
6.03 Accountings; Continuity 25
6.04 Special Additional Trustee 25
ARTICLE VII AMENDMENT AND TERMINATION
7.01 Amendment 25
7.02 Termination 26
ARTICLE VIII GENERAL PROVISIONS
8.01 Applicable Law 26
8.02 Agreement Binding on All Parties 26
8.03 Notices and Directions 26
8.04 No Implied Duties 27
8.05 Information Furnished 27
8.06 Company Functions 27
8.07 Benefits Not Assignable; Qualified
Domestic Relations Orders 27
8.08 Nonreversion of Assets 28
<PAGE>iii
INDEX OF TERMS
TERM SECTION PAGE
Collective Investment Fund Agent 3.06-1 21
Committee Preamble 1
Company Heading; 8.06 1, 27
Company stock Preamble 2
Custodian 3.07 22
Effective Date 1.01 22
Employers Preamble 1
ESOP Loan Preamble; 3.02-3 2, 16
ESOP Program Preamble 2
Leveraged ESOP Suspense Account 2.08 13
NERCO stock 3.02-5 18
Pacific Telecom stock Preamble 2
Participant Loan Agent 3.06-4 22
Plan Preamble 1
Plan Administrator 3.01-1 15
Prior ESOP Program Preamble 1
Prior Savings Plans Preamble 1
Savings Plan Program Preamble 1
Special Additional Trustee 6.04 25
Trust Year 1.01 5
Trustee Heading 1
Valuation Dates 1.01 5
<PAGE>
PACIFICORP K PLUS EMPLOYEE SAVINGS
AND STOCK OWNERSHIP TRUST AGREEMENT
1991 RESTATEMENT
JANUARY 1, 1991
PACIFICORP
AN OREGON CORPORATION
700 NE MULTNOMAH
PORTLAND, OREGON 97232 COMPANY
HARRIS TRUST AND SAVINGS BANK,
A SUBSIDIARY OF THE BANK OF MONTREAL TRUSTEE OF MASTER TRUST
PO BOX 755 AND
111 WEST MONROE STREET TRUSTEE OF LEVERAGED
CHICAGO, ILLINOIS 60690 ESOP TRUSTS
The Company and certain of its affiliates have adopted
the PacifiCorp K Plus Employee Savings and Stock Ownership Plan
(the Plan) for the benefit of eligible employees of the Company
and adopting affiliates (the Employers). The Company is the
parent corporation of an affiliated group of entities that are
divided into three operating segments. The leading employer
within each segment (the Segment Leader) has adopted the Plan
on terms set out in the Segment Leader's Plan Adoption
Statement. The Plan is administered by an Administrative
Committee (the Committee) appointed by the Company. The
Company appoints Harris Trust and Savings Bank as trustee of
the Master Trust and the Leveraged ESOP Trust on the terms set
forth in this agreement.
The Plan is in part a successor to several employee
savings plans that comply with Sections 401(a) and 401(k) of
the Internal Revenue Code (the Prior Savings Plans) and
employee stock ownership plans that comply with Section 409 and
related provisions of the Internal Revenue Code (the Prior
ESOPs). The Prior Savings Plans are the NERCO Incentive
Savings Plan, the PacifiCorp Credit Employee Savings Plan, the
Pacific Power & Light Company Employee Savings Plan, the
Pacific Power & Light Bargaining Employees Savings Plan, the
Pacific Telecom Profit Sharing & Savings Plan, the Utah Power &
Light Company Employee Savings and Stock Purchase Plan of
PacifiCorp (the Utah Power Savings Plan) and the North-West
Telecommunications Employee Retirement Incentive Savings Plan
(the North-West Savings Plan). The Prior ESOPs are the
PacifiCorp Employee Stock Ownership Plan, the PacifiCorp
Bargaining Employees Stock Ownership Plan, the Pacific Telecom
Employee Stock Ownership Plan and the North-West
Telecommunications, Inc. Employees' Stock Ownership Plan. The
Master Trust
<PAGE>2
established as described below under this trust agreement is a
successor to the trusts related to those plans.
For administrative efficiency, effective January 1, 1988
the Prior Savings Plans (other than the Utah Power Savings Plan
and the North-West Savings Plan) were consolidated into the
Savings Plan Program within the Plan. Similarly, effective
January 1, 1988 the Prior ESOPs (other than the North-West
ESOP) were consolidated in the Prior ESOP Program within the
Plan, which is designed to be invested primarily in PacifiCorp
common stock (Company stock) or, in the case of the Pacific
Telecom Employee Stock Ownership Plan, in Pacific Telecom, Inc.
common stock (Pacific Telecom stock). In order to provide
eligible employees with additional benefits of having Company
stock held for them through a tax qualified retirement plan,
the ESOP Program has been maintained within the Plan since
January 1, 1988. The ESOP Program is designed to be invested
primarily in Company stock. Investment in Company stock under
the ESOP Program may be made with Employer cash contributions,
with in-kind contributions of Company stock or with the
proceeds of loans involving funds borrowed by the Trustee on
the security of Company stock acquired with the borrowed funds
(ESOP Loans), as directed by the Committee. The ESOP Loans may
be repaid with Employer contributions under the ESOP Program
and earnings on the Employer contributions, and with dividends
on unallocated Company stock acquired with the proceeds of the
ESOP Loans.
The Prior ESOP Program and the New ESOP Program are
employee stock ownership plans designed to meet applicable
requirements of Sections 409 and 4975(e)(7) and related
provisions of the Internal Revenue Code and applicable
regulations.
Since January 1, 1988, the Plan has been a collection of
separate plans made up of the following:
(a) The Savings Plan Program, consisting
of a separate plan for each Segment Leader and
its subsidiaries,
(b) A separate plan for the Prior ESOP
Program, and
(c) A separate plan for the New ESOP
Program.
Effective as of the close of the 1990 Plan Year, the
following changes are being made in the structure of the plan:
(a) The separate plans for each Segment
Leader (and their subsidiaries) in the Savings
Plan Program are being merged into a single plan
constituting the Savings Plan Program.
<PAGE>3
(b) The separate plans for the Prior ESOP
Program and the New ESOP Program are being merged
into a single plan constituting the ongoing ESOP
Program.
(c) Accounts of nonbargaining employees
under the Utah Power Savings Plan are merged into
this plan as follows:
(1) Accounts from Matching
Employer Contributions under the Utah
Power Savings Plan are being merged
into the ESOP Program.
(2) Other accounts are being
merged into the Savings Plan Program,
PacifiCorp Segment.
(d) Accounts of employees under the North-
West Savings Plan are being merged into the
Savings Plan Program, Telecom Segment.
(e) Accounts of certain electing employees
under the North-West Telecommunications, Inc.
Employees' Stock Ownership Plan (the North-West
ESOP) are being transferred into the ESOP
Program.
This agreement establishes six separate trusts for plan
assets, as follows:
(a) A trust (the Leveraged ESOP Trust) for
employees participating in the ESOP Program with
respect to ESOP Loans entered into before 1990
other than pursuant to collective bargaining
agreements, and for allocated shares of Company
stock held for the account of employees
participating in the ESOP Program with respect to
ESOP Loans entered into in 1990 other than
pursuant to collective bargaining agreements.
(b) A trust (the Leveraged ESOP Trust for
Collective Bargaining Employees), constituting a
separate trust for employees participating in the
ESOP Program pursuant to collective bargaining
agreements that provide for such participation
commencing July 1, 1988.
(c) A trust (the 1989 Leveraged ESOP Trust
for Collective Bargaining Employees),
constituting a separate trust for employees
participating in the ESOP Program pursuant to
collective bargaining agreements that provide for
such participation commencing July 1, 1989.
<PAGE>4
(d) A trust (the 1990 Leveraged ESOP
Trust-PacifiCorp) constituting a separate trust
for unallocated shares of Company stock held in
an ESOP Loan Suspense Account for future
allocation to covered PacifiCorp nonbargaining
employees participating in the ESOP Program
pursuant to funding relating to an ESOP Loan
entered into in 1990.
(e) A trust (the 1990 Leveraged ESOP
Trust-PacifiCorp Affiliates) constituting a
separate trust for unallocated shares of Company
stock held in an ESOP Loan Suspense Account for
future allocation to covered nonbargaining
employees (other than PacifiCorp employees)
participating in the ESOP Program pursuant to
funding relating to an ESOP Loan entered into in
1990.
(f) A master trust (the Master Trust) for
the Savings Plan Program, for the Prior ESOP
Program and for some assets of the ESOP Program
as described below.
For the Savings Plan Program and the Prior ESOP Program,
the Master Trust is a restatement and continuation of the
trusts previously established under the plans making up those
programs. Those trusts have been consolidated into the Master
Trust for administrative and funding purposes. The trusts
described in (a), (b), (c), (d) and (e) of the paragraph
immediately above (the ESOP Program Trusts) are separate from
the Master Trust and from each other. Assets of the ESOP
Program Trusts allocated to participants' accounts may be
invested as part of the Master Trust as directed by the
Committee; otherwise assets of the ESOP Program Trusts are not
being commingled with any assets of the Master Trust. The
interest of any lender under an ESOP Loan shall relate only to
assets of the relevant ESOP Program Trust, and not to any
assets of the Master Trust or the other ESOP Program Trusts.
To the extent not inconsistent with the separate existence of
the ESOP Program Trusts, administration of those Trusts is
being combined with administration of the Master Trust.
In order to provide for consolidation of the Savings
Plan Program and the ESOP Program and to provide for transfers
of accounts and mergers of plans as described above, the
parties therefore adopt this restatement of the trust
agreement. The definitions and operative provisions of the
foregoing preamble are by this reference incorporated as part
of the body of the trust agreement. Except as otherwise
specified, the terms apply identically to all of the trusts
described above.
<PAGE>5
ARTICLE I
MASTER TRUST AND SEPARATE TRUSTS; EFFECTIVE
DATES; TRUST YEAR; QUALIFICATION
1.01 MASTER TRUST AND SEPARATE TRUSTS; EFFECTIVE DATES;
TRUST YEAR; VALUATION DATES
1.01-1 This trust agreement establishes six separate
trusts as stated in the sixth and seventh paragraphs of the
preamble, the terms of which are incorporated into this
provision.
1.01-2 The trust year for the Master Trust and the
Leveraged ESOP Trusts shall be a calendar year.
1.01-3 The Master Trust and the Leveraged ESOP Trusts
shall be effective as follows:
(a) The Master Trust is effective
January 1, 1988.
(b) The Leveraged ESOP Trust is effective
January 1, 1988.
(c) The Leveraged ESOP Trust for
Collective Bargaining Employees is effective
July 1, 1988.
(d) The 1989 Leveraged ESOP Trust for
Collective Bargaining Employees is effective
July 1, 1989.
(e) The 1990 Leveraged ESOP Trust-
PacifiCorp is effective October 15, 1990.
(f) The 1990 Leveraged ESOP Trust-
PacifiCorp Affiliates is effective October 15,
1990.
1.01-4 The last day of each trust year shall be the
regular valuation date. Each other date on which the fund is
valued at the request of the Committee shall be a special
valuation date.
1.02 QUALIFICATION
1.02-1 The Plan, the ESOP Program Trusts and the Master
Trust exist for the exclusive benefit of eligible employees of
Employers covered by the Plan and are intended to comply with
sections 401, 409, 501 and 4975(e)(7) and related provisions of
<PAGE>6
the Internal Revenue Code and regulations in order that the
trust may qualify as a tax-exempt trust under section 501(a).
1.02-2 If the Commissioner of Internal Revenue
initially rules that the Master Trust and the ESOP Program
Trusts, or any of them, are not exempt under section 501 of the
Internal Revenue Code, the Company may retroactively amend them
to be exempt.
ARTICLE II
TRUST FUND
2.01 PAYMENTS TO TRUSTEE
2.01-1 Contributions under the Plan shall be paid by
the Employers to the Trustee from time to time.
2.01-2 The Trustee shall receive the sums paid to it in
accordance with the Plan. The Trustee shall accept the sums
paid to it and shall not be responsible for determining the
required amount of contributions or for collecting any
contribution not voluntarily paid.
2.02 INVESTMENT FUNDS
2.02-1 Plan assets shall be held in the following
funds:
(a) Prior ESOP Program Funds. These funds
shall be held under the Master Trust and shall be
invested exclusively in the Employer securities
transferred from the Prior ESOPs and any
dividends received on them, as follows:
(1) Assets from the PacifiCorp
Employee Stock Ownership Plan and
Trust and the PacifiCorp Bargaining
Employees Stock Ownership Plan and
Trust shall be invested primarily in
Company stock, and
(2) Assets from the Pacific
Telecom Employee Stock Ownership Plan
and Trust shall be invested primarily
in Pacific Telecom stock.
(b) Savings Plan Program Funds. Assets
attributable to Prior Savings Plan and Savings
Plan accounts shall be pooled for investment
under the Master Trust in one or more
<PAGE>7
investment funds established by the Committee,
which may include funds invested primarily or
entirely in stock of the Company or an affiliate.
(c) ESOP Program Funds. Assets
attributable to ESOP Program accounts shall be
invested primarily in Company Stock under ESOP
Program funds and shall include any separate
suspense account funds that hold the proceeds of
one or more ESOP Loans, leveraged Company stock
purchased with such proceeds and any dividends
and other earnings attributable to the ESOP Loan
proceeds and leveraged Company stock in the
account. Diversified investment funds may be
created as specified by the Committee under
2.02-4. The Committee may direct that ESOP
Program assets allocated to participants'
accounts be held in the Master Trust. Otherwise,
all assets under the ESOP Program shall be held
in the ESOP Program Trusts.
2.02-2 Subject to 2.02-5, the Committee may create new
funds, combine two or more funds or change the objectives of an
existing fund. The Trustee and any affected investment manager
shall be informed in writing of such action. The Committee
shall inform all participants of the funds and the objectives
of each.
2.02-3 Allocation of the account for each participant
among the investment funds under 2.02-1(c) shall be controlled
as follows:
(a) The participant shall allocate
contributions (including transfers and rollovers)
among the funds and may elect to transfer assets
between funds. An allocation once made shall
apply to all future contributions unless changed
by the participant. If no allocation has been
made, the Committee shall determine the fund or
funds into which the contributions shall be
deposited.
(b) All allocations and elections shall be
by written notice to the Committee. The
Committee shall adopt rules for allocations and
transfers, which may restrict amounts, frequency
and timing.
(c) Transfers shall be made over a
reasonable period to allow orderly liquidation
and reinvestment of the funds.
(d) After retirement or other termination
of employment, all accounts of a participant
shall be placed in the most liquid low risk
investment fund.
<PAGE>8
2.02-4 Beginning as of January 1, 1991, participants
may elect to have their accounts in the ESOP Program invested
in funds other than those specified in 2.02-1(a) or (c) as
follows:
(a) A diversification election shall be
allowed with respect to each of the six plan
years starting with the year during which the
participant first qualifies under (b). The
earliest plan year in which any participant may
make an election under this provision shall be as
follows:
(1) The 1991 plan year, for
participants having shares of Company
stock transferred to the ESOP Program
from the North-West ESOP.
(2) The 1992 plan year, for
participants having shares of Company
stock transferred to the ESOP Program
from the Utah Power Savings Plan.
(3) The 1993 plan year, for
participants not included in (1) or
(2) above.
(b) The diversification election shall
only be available to participants who are at
least age 55 with 10 or more years of
participation in the ESOP Program (including any
participation in a plan from which the
participants' accounts have been merged or
transferred into the ESOP Program), and only if
the current fair market value of the securities
affected is over $500.
(c) During the first five years under (a),
a participant may elect in accordance with
10.02-3 to have up to 25 percent of the total of
the shares of Company stock (or Pacific Telecom
stock, as applicable) attributable to
contributions under the ESOP Program (including
any such amounts merged with or transferred to
the ESOP Program from a Prior ESOP Program or
from the Utah Power Savings Plan or the North-
West ESOP), invested in alternative investment
funds under (e) below rather than the applicable
investments under 2.02-1(a) or (c), unless
suitable funds are established under 2.02-1(c).
With respect to the sixth year under (a), the
applicable percentage shall be 50 percent. A
participant's account attributable to
contributions under the ESOP Program shall be
determined on a diversification date with
reference to the number of shares acquired by or
contributed to the plan and allocated to the
<PAGE>9
participant's account, excluding such shares
acquired by or contributed to the plan prior to
January 1, 1987 as tax credit contributions and
allocated to, and held in, the participant's
account for a period of less than 84 months
pursuant to Internal Revenue Code section 409(d),
minus the number of shares previously diversified
by the participant. If a person has met the
requirements in (b) before the year of first
eligibility under (a)(2), the six-year period
under this provision shall be measured from the
start of the 1991 plan year.
(d) Elections under (c) must be made no
later than 90 days after the end of the
applicable plan year, and shall be carried out
within 180 days after the end of the applicable
plan year. Diversification elections, once made,
become irrevocable following 90 days after the
applicable plan year.
(e) Investment alternatives under (c)
shall be specified by the Committee, and must
include at least three options not inconsistent
with any applicable regulations under Internal
Revenue Code section 401(a)(28). Such investment
alternatives may include appropriate investment
funds under 2.02-1(c).
(f) In lieu of diversification into
investment funds under (e), the Committee may
direct the Trustee to transfer amounts to be
diversified into the Savings Plan Program for
investment in funds such as those described in
(e).
2.02-5 The Committee shall direct the Trustee to
maintain an unallocated suspense account under a ESOP Program
Trust (a Leveraged ESOP suspense account) for each loan entered
into by the Trustee to finance the purchase of Company stock
(leveraged Company stock) under 3.02-3. A separate Leveraged
ESOP suspense account shall be maintained for each ESOP Loan.
The following amounts shall be credited to the Leveraged ESOP
suspense account:
(a) Proceeds from the ESOP Loan and any
earnings from the proceeds if invested pending
acquisition of the leveraged Company stock,
(b) Leveraged Company stock acquired with
the ESOP Loan proceeds,
(c) Amounts contributed by an Employer
under the ESOP Program and designated by the
Employer for repayment of the ESOP Loan,
<PAGE>10
(d) Earnings received on leveraged Company
stock under (b) and contributions under (c) while
held in the Leveraged ESOP suspense account.
2.03 INTEREST BEARING DEPOSITS
The Trustee is hereby authorized to invest trust
assets in deposits which bear a reasonable rate of interest in
a bank or similar financial institution supervised by the
United States or a state, notwithstanding that the bank or
financial institute is the fiduciary or, otherwise a party in
interest with respect to the Plan, including deposits in
Trustee or its affiliates.
2.04 GENERAL INVESTMENT STANDARDS
2.04-1 Trust funds shall be invested in securities and
other property in accordance with the investment objectives of
the funds and applicable law. Subject to this requirement,
permissible investments shall include but not be limited to the
following:
(a) Preferred or common stock, notes,
debentures, bonds or other securities.
(b) Mutual funds, money market funds,
commercial paper, savings and loan accounts,
certificates of deposit and savings accounts,
including deposits under 2.03.
(c) Real estate, mortgages or other
property of the same or a dissimilar kind to any
of those named.
2.04-2 The funds may be held in cash without liability
for interest to the extent reasonably necessary or appropriate
for orderly trust administration.
2.04-3 Subject to 2.02-5, on written direction from the
Committee, any portion of the trust assets may be invested in
any collective investment fund maintained by the Trustee, or
other fiduciary of the Plan or this trust, exclusively for
investment of assets held in qualified employee benefit trusts.
The instrument creating such fund is incorporated as part of
this trust. Assets of this trust may be commingled with assets
of other qualified trusts in the fund, and shall be held and
administered under the fund instrument as it now exists and may
later be amended.
2.05 INVESTMENT WITH INSURANCE COMPANY
2.05-1 The Committee may direct the Trustee to invest
all or part of the trust assets (other than any assets in a
suspense account under 2.02-5) with one or more insurance
companies under a group annuity, deposit administration,
guaranteed income
<PAGE>11
or other annuity or investment contract. In that event, the
insurance company shall, subject to the terms of the contract,
have exclusive responsibility for and control over all assets
deposited with it, and 2.06-3 shall apply for the protection of
the Trustee with respect to the directed investment. This
section does not permit earmarked insurance on the lives of
individual participants.
2.05-2 If an insurance company holds assets in a
separate pooled account, the following shall apply:
(a) The insurance company shall be an
investment manager under 2.06.
(b) The insurance company shall invest the
funds in accordance with 2.04, shall have all of
the powers given to the Trustee under 3.02 and
shall not be subject to any state laws limiting
investments.
(c) The assets may be commingled with
assets of other qualified plans in the pooled
account for investment in accordance with the
investment contract.
2.06 INVESTMENT MANAGERS
2.06-1 The Committee may appoint one or more investment
managers, who may be the Trustee or an insurance company
holding assets under 2.05, for all or part of the trust assets
other than any assets in a suspense account under 2.02-5.
Subject to 2.05, 2.06-2 and 2.06-4, any investment manager
shall have exclusive responsibility for and control over the
investment of the assets for which responsibility is allocated
to the manager by the Committee, including voting of proxies
and responding to any tender offers with respect to such
assets.
2.06-2 The Committee may, as to any investment manager
except an insurance company, reserve any or all of the
following rights:
(a) To fix investment objectives and
guidelines.
(b) To limit permissible investments.
(c) To require consultation by the
investment manager at regular intervals or with
respect to certain kinds of transactions.
(d) Except as to the Trustee, to receive
notification of all transactions before or after
consummation.
<PAGE>12
(e) Except as to the Trustee, to have
proposed transactions submitted in advance and
not consummated if disapproved by notice given
within 15 days after submission.
2.06-3 An investment manager, the Committee in
directing an investment and the Trustee in managing any assets
over which it has investment discretion, shall act in a
fiduciary capacity. The Trustee shall act only as an
administrative agent in carrying out directed investment
transactions. The Trustee shall have no duty to investigate
any such transaction and shall not be responsible for the
investment manager's or the Committee's investment direction.
If an investment direction under 2.07-2 violates the duty to
diversify, to maintain liquidity or to meet any other
investment standard under this trust or applicable law, the
entire responsibility and liability, if any, therefor shall
rest upon the fiduciary giving the direction.
2.06-4 Each investment manager shall be a person or
entity qualified under the Employee Retirement Income Security
Act of 1974, as amended. Each manager shall submit the
following to the Committee in writing:
(a) Verification that the manager is a
registered investment advisor under the
Investment Advisers Act of 1940, a bank as
defined in that Act or a qualified insurance
company.
(b) Verification that the manager is
bonded for the protection of the trust in
conformance with applicable law.
(c) Acknowledgement that the manager is a
fiduciary with respect to the Master Trust or a
ESOP Program Trust.
2.06-5 The Committee shall notify the Trustee of the
appointment, removal or resignation of any investment manager.
The Trustee may rely upon the continued authority of an
appointed manager until notified in writing of resignation or
removal. Each investment manager shall, on request, furnish
the Trustee and the Committee with the names and specimen
signatures of persons authorized to act on behalf of the
manager.
2.06-6 Unless the Committee provides otherwise, the
Trustee shall have authority to do the following even though
assets are being managed by an investment manager:
(a) Dispose of fractional shares.
(b) Roll over Treasury obligations,
commercial paper and similar investments.
<PAGE>13
(c) Make short-term investments in highly
liquid, low-risk, interest-bearing deposits or
securities.
2.07 Investment by Trustee; Directed Investments
2.07-1 Subject to 2.07-2, the Trustee shall have
responsibility for and control over the investment of assets.
The Trustee shall act as an investment manager as to such
assets and be subject to 2.06.
2.07-2 The Trustee may be directed in the investment of
some or all of the assets as described in 2.04-3, 2.05, 2.06
and 3.02-3. In that event, 2.06-3 shall apply for the
protection of the Trustee with respect to the directed
investments.
2.08 Leveraged ESOP Suspense Account
2.08-1 Subject to 2.08-5, as of each plan year end and,
if designated by the Committee, as of each special allocation
date during the plan year, the Committee shall determine in
accordance with applicable law and regulations the number of
shares of leveraged Company stock to be released from each
Leveraged ESOP suspense account and allocated to participants'
accounts under 2.08-2 or 2.08-3. The Committee shall make
allocations to participants' accounts for the year in
accordance with the Plan.
2.08-2 Subject to 2.08-3, 2.08-4 and 2.08-5, the number
of shares of leveraged Company stock to be released from a
Leveraged ESOP suspense account shall be at least equal to the
number of shares held in the account just prior to the release
multiplied by a fraction as follows:
(a) The numerator shall be the amount of
principal paid for the plan year on a loan for
money borrowed to buy such stock or to repay
money previously borrowed for such purpose.
(b) The denominator shall be the sum of
the numerator plus the principal to be paid on
such borrowed funds in all future years.
2.08-3 Release of shares under 2.08-2 may be made only
if the following requirements are met:
(a) The ESOP Loan must provide for the
payment each year of principal and interest at a
cumulative rate that is not less rapid at any
time than annual payments of such amounts for 10
years.
<PAGE>14
(b) Interest included in any payment can
be disregarded only to the extent that it would
be treated as interest under standard loan
amortization tables.
(c) The term of the loan including
renewals, extensions and refinancings cannot
exceed 10 years.
2.08-4 The alternative procedure described in this
provision shall apply if elected by the Committee or if the
requirements of 2.08-3 are not met. Subject to 2.08-5, under
the alternative method, the number of shares of leveraged
Company stock to be released from a Leveraged ESOP suspense
account shall at least equal the number of such shares held in
the account just prior to the release multiplied by a fraction
as follows:
(a) The numerator shall be the sum of the
principal and interest paid for the plan year on
a loan for money borrowed to buy such stock or to
repay money previously borrowed for such purpose.
(b) The denominator shall be the sum of
the numerator plus the principal and interest to
be paid on such borrowed funds in all future
years.
(c) If the interest under the loan is
variable, future interest shall be computed at
the rate in effect on the regular valuation date.
2.08-5 If an ESOP Loan is repaid with the proceeds of
another loan (Replacement ESOP Loan), the following shall
apply:
(a) Such repayments shall not release
shares for allocation to participants under
2.08-1, and
(b) Shares released by such repayments
shall be transferred to a Leveraged ESOP suspense
account for the Replacement ESOP Loan.
<PAGE>15
ARTICLE III
ADMINISTRATION
3.01 ADMINISTRATION BY COMMITTEE
3.01-1 The Committee is the plan administrator for the
Plan and has general responsibility to interpret the Plan and
this trust and determine the rights of participants and
beneficiaries under the Plan.
3.01-2 The Trustee shall be given the names and
specimen signatures of the Chairman, Secretary and members of
the Committee. The Trustee shall accept and rely upon the
names and signatures until notified of change. Instructions to
the Trustee shall be signed for the Committee by the Chairman
or such other person as the Committee may designate.
3.02 POWERS OF TRUSTEE
3.02-1 The Trustee shall have all necessary powers to
discharge its duties under this trust, including without
limitation the powers to do the following, subject to authority
retained by the Committee, or allocated to an insurance company
or an investment manager:
(a) Own and hold all assets and retain and
exercise all incidents of such ownership, subject
to the terms of this trust, either directly or
through nominees, with or without disclosing the
trust.
(b) Deal in any way with any assets
through a public or private transaction and
receive all proceeds from the assets.
(c) As the holder of any security in the
trust fund, exercise any right or power or take
any action that could be exercised or taken by a
beneficial owner holding the security of record.
(d) Write covered call options on
securities in the fund and deal in other options
directly related to an outstanding covered call
option.
(e) Pursuant to written direction of the
Committee, loan securities to banks and broker-
dealers approved by the Trustee, as permitted by
regulations of the Department of Labor and any
other applicable regulatory authority.
<PAGE>16
(f) Utilize the Federal Book-entry Account
System, a service provided by the Federal Reserve
Bank for its member banks for deposit of Treasury
securities.
(g) Deposit securities with a clearing
corporation as approved by the Committee.
3.02-2 The cost of any legal proceeding or litigation
relating to the trust assets shall be a trust expense. The
Trustee may decline to start or respond to any legal action
unless the Company indemnifies the Trustee to its satisfaction
from any expense not covered by the trust fund. The Trustee
may compromise claims only on terms approved by the Committee,
which terms shall be binding on all parties. The Trustee may
begin, maintain or defend any litigation necessary in
connection with the investment or administration of the trust.
3.02-3 If directed in writing by the Committee, the
Trustee in its capacity as trustee of an ESOP Program Trust
shall borrow money for trust purposes on reasonable terms
specified by the Committee, as embodied in the loan documents,
and on the security of certain assets under the Leveraged ESOP
Trust or the Leveraged ESOP Trust for Collective Bargaining
Employees, subject to the following:
(a) Money may be borrowed under ESOP Loans
to purchase Company stock and to repay money
borrowed to purchase such stock only on terms
permitted under and subject to the conditions of
applicable law and regulations.
(b) The interest rate may not exceed a
reasonable rate at the time the loan is made.
(c) In the event of default on the ESOP
Loan, the value of trust assets transferred in
satisfaction for the loan shall not exceed the
amount of default. If the lender is a
disqualified person, the loan must provide that
assets transferred on default of the loan will
not exceed the amount by which the plan has
failed to meet the payment schedule of the loan.
(d) The loan must be without recourse
against the Plan. The only trust assets that may
be used as collateral for a loan to buy leveraged
Company stock are:
(1) Leveraged Company stock
purchased with the loan proceeds, and
<PAGE>17
(2) Leveraged Company stock
purchased with the proceeds of a
prior ESOP Loan repaid by the current
ESOP Loan proceeds.
(e) The lender may not have a right to any
assets held under an ESOP Program Trust other
than:
(1) Collateral given for the
loan under (d),
(2) Employer contributions
(other than any contributions of
Company stock) made to repay the ESOP
Loan, and
(3) Earnings on the collateral
and the employer contributions
described in this clause (e).
(f) Employer matching, fixed and
supplementary contributions and income from such
contributions and Company stock acquired with
borrowed money may be used to repay the ESOP
Loan, as directed by the Company in writing.
(g) The ESOP Loan must be primarily for
the benefit of participants and beneficiaries.
(h) Payments during a plan year with
respect to a loan under this provision may not
exceed amounts under (f) received during the year
plus such amounts received during a prior year of
the loan, less amounts paid on the loan in a
prior year. Contributions and earnings under (f)
shall be accounted for separately until the loan
is repaid.
(i) All assets acquired with the proceeds
of an ESOP Loan shall be held in a suspense
account and allocated in accordance with
provisions of the Plan in accordance with
applicable requirements of Internal Revenue Code
Section 4975(e)(7) and related Code provisions
and regulations.
(j) The Committee's direction to borrow
money under this provision shall specifically
instruct the Trustee to execute such documents
and take other actions necessary to carry out the
loan. The direction may include instructions to
employ a purchasing agent selected by the
Committee in connection with the acquisition of
Company stock with the loan proceeds.
<PAGE>18
3.02-4 The Trustee may employ agents and advisors for
assistance and may consult and rely upon the advice of counsel,
who may be counsel for the Company or an Employer.
3.02-5 Participants shall be permitted in accordance
with applicable federal regulations to direct the manner of
exercise of voting rights on all shares of Company stock or
stock of an affiliate, including fractional shares, allocated
to any of their accounts, as follows:
(a) The issuer of the stock shall provide
the trustee and plan participants with all
notices and information provided to its
shareholders in connection with the exercise of
their voting rights.
(b) The issuer of the stock shall solicit
proxies from participants to vote the shares
allocated to participants' accounts in the same
manner as proxies are solicited generally from
its shareholders.
(c) The Trustee shall not exercise voting
rights on shares of Company stock allocated to a
participant's account unless directed to do so by
the participant.
(d) Except as required for trust
administration or by law, if any individual
participant voting instructions should be
received by the Trustee, they shall be held by
the Trustee in confidence.
3.02-6 Except as otherwise provided below or required
by law, the Trustee shall exercise voting rights on unallocated
Company stock held in a suspense account under 3.02-3(i) in
proportion to the directions received from participants for
voting Company stock allocated to their accounts from the
suspense account under the ESOP Program.
3.02-7 If the Trustee receives a tender offer for
shares of Company stock or stock of an affiliate, the following
shall apply unless otherwise required by law:
(a) Tender offer means an offer to acquire
stock on terms filed with the Securities and
Exchange Commission pursuant to applicable
requirements of the Securities Exchange Act of
1934, as amended.
(b) When a tender offer is received, the
Trustee shall inform all participants and
beneficiaries of deceased participants
<PAGE>19
whose accounts are affected by the tender offer.
The notice shall include:
(1) Appropriate information
about the tender offer, and
(2) Provisions for the
participant or beneficiary to
instruct the Trustee in writing
whether or not to tender the shares
affected, including a reasonable time
for returning the instructions to the
Trustee.
(c) The Trustee shall follow the
instructions received under (b). A failure to
provide a timely instruction under (b) shall be
treated as an instruction not to tender the
shares.
(d) The Trustee shall hold the individual
tender offer instructions in confidence as
described in 3.02-5(d).
(e) The Trustee shall tender unallocated
Company stock held in a suspense account under
3.02-3(i) in proportion to the instructions under
(c) on allocated shares under the ESOP Program,
except to the extent not permitted by any pledge
agreement or other such arrangement under which
the stock is held as security for an ESOP Loan.
3.02-8 If the manner of exercising voting rights under
3.02-5 or 3.02-6 or responding to a tender offer under 3.02-7
is not permitted by law, then the Trustee shall determine how
to exercise the voting rights or how to respond to the tender
offer, as applicable. In making such determinations, the
Trustee may employ such experts and advisors as it deems
helpful or necessary. All reasonable expenses incurred by the
Trustee in making such determinations shall be paid from the
trust unless paid by the Company.
3.03 DISTRIBUTIONS; CONFLICTING CLAIMS
3.03-1 The Trustee shall pay benefits for a participant
or beneficiary in one of the following manners in accordance
with procedures established by the Committee and agreed to by
the Trustee:
(a) To the participant or beneficiary;
(b) To a parent or to a child of legal
age;
(c) To one having actual custody of the
person;
<PAGE>20
(d) To the legal guardian; or
(e) To one furnishing maintenance, support
or hospitalization.
3.03-2 A receipt from the recipient or canceled check
shall be a sufficient voucher for the Trustee. Neither the
Trustee, the Committee nor the Company need obtain from the
recipient an accounting for the payment.
3.03-3 To the extent directed by the Committee, the
Trustee shall make all or part of any payment in kind in
Company stock or stock of an affiliate, as applicable. No
transfer agent or other person involved need review the
authority for the transfer or require an accounting of the
application of the stock distributed in kind.
3.03-4 If a dispute arises over a distribution, the
Trustee may withhold the distribution until the dispute is
determined by a court of competent jurisdiction or settled by
the parties concerned.
3.03-5 If any payment directed to be made from the
trust is not claimed within a reasonable time, the Trustee
shall notify the Committee. The Trustee shall have no
obligation to find any payee.
3.03-6 Upon notice to the Committee, the Trustee may
pay any applicable tax from any distribution or payment due
under the trust unless the Trustee is provided with a
satisfactory release from the relevant taxing authority or
satisfactory indemnification from the payee.
3.04 SPECIAL DISTRIBUTION OF DIVIDENDS
3.04-1 If directed to do so by the Company, except as
provided in 3.04-2(e), the Trustee shall distribute cash
dividends on Company stock, or stock of an affiliate, or both,
held by the trust on the dividend record date. The
distribution of cash dividends under this provision shall apply
to dividends on Company stock or stock of an affiliate, or
both, allocated to participants under ESOP Program accounts
(including ESOP Program accounts derived from shares of Company
stock transferred to the ESOP Program from the North-West ESOP
and from the Utah Power Savings Plan).
3.04-2 Distributions under 3.04-1 shall be subject to
the following:
(a) Company direction under 3.04-1:
(1) Must be by written notice
from the person designated in 8.06-1,
and
<PAGE>21
(2) May be revoked by written
notice from the Company with respect
to a dividend at any time before the
dividend is distributed.
(b) Dividend distributions shall be paid
in cash no later than 90 days after the end of
the plan year in which the dividends are received
by the trust.
(c) For each participant or beneficiary,
the amount distributed shall equal the amount
otherwise allocable to the individual's account
for the dividend.
(d) Any earnings on a dividend before
distribution shall be retained in the trust and
allocated to the account of the participant or
beneficiary affected.
(e) The Committee may allow participants
to elect to have dividends retained in their
accounts rather than distributed currently in
cash.
3.05 EXPENSES AND FEES
3.05-1 The Trustee shall be reimbursed for all trust
expenses and shall be paid a reasonable fee approved from time
to time by the Committee. Trust expenses include, without
limitation, expenses associated with ESOP Loans under 3.02-3.
The Trustee shall notify the Committee periodically of trust
expenses and fees.
3.05-2 The Company may elect to pay any trust fees or
expenses. Otherwise the expenses and fees shall be paid from
the trust fund.
3.05-3 The Committee may charge expenses reasonably
incurred in connection with determining the ownership of an
account, including ownership after dissolution of a marriage,
to the account involved.
3.06 COLLECTIVE INVESTMENT FUND AGENTS;
PARTICIPANT LOAN AGENTS
3.06-1 The Committee may appoint one or more national
or state banks or trust companies as agents for the purpose of
investing in collective investment funds as described in
2.04-3.
3.06-2 A collective investment fund agent shall have no
power, responsibility or liability for anything outside of its
specified responsibilities, and shall not be liable for any
action or inaction of any other fiduciary with respect to other
matters.
<PAGE>22
3.06-3 The Committee's statement of appointment of a
collective investment fund agent shall become a part of this
trust.
3.06-4 If a Segment Leader provides for loans of Plan
assets to participants, the Committee may appoint one or more
Participant Loan Agents. A Participant Loan Agent may be an
individual or a national or state bank or trust company, and
shall have responsibility limited to participant loans.
3.07 CUSTODIAN
If directed to do so by the Committee, the Trustee shall
employ a bank or other suitable institution to serve as
Custodian for all or part of the trust assets. The Custodian
shall have exclusive responsibility for the custody of all
assets entrusted to its care and for carrying out investment
directions relating to those assets. No Custodian shall have
any trustee powers or responsibilities.
ARTICLE IV
RECORDS; VALUATION; ACCOUNTINGS
4.01 RECORDS; INFORMATION FOR COMMITTEE
4.01-1 The Trustee shall keep complete records of the
trust open to inspection by the Company and the Committee at
all reasonable times. The form and content of the records
shall be sufficient for the Committee to comply with reporting
and disclosure requirements under applicable law.
4.01-2 In addition to reports required below, the
Trustee shall furnish to the Committee any information about
the Master Trust or the Leveraged ESOP Trust and the Leveraged
ESOP Trust for Collective Bargaining Employees that it
requests.
4.02 VALUATION
4.02-1 As of each regular or special valuation date
under the Plan, the Trustee shall value the assets of the
Master Trust and the Leveraged ESOP Trusts in accordance with
applicable law and report the value to the Committee. The
value of any funds deposited with an insurance company under
2.05 shall be the amount withdrawable to pay benefits at any
time.
4.02-2 The Trustee shall determine the fair market
value of Company stock and other stock issued by an Employer
under the Plan as of each regular or special valuation date.
If the stock is traded on a public market, fair market value
shall be determined by the Trustee with reference to the price
for the stock on the public market, or as otherwise required by
law at the time of the valuation. If the stock is not publicly
<PAGE>23
traded at the time of the valuation, the Trustee shall engage a
qualified, independent person or organization to fix the value
of the stock.
4.03 ACCOUNTINGS
4.03-1 For the Master Trust and for each ESOP Program
Trust separately, the Trustee shall furnish the Committee with
a complete statement of account annually within 60 days after
the end of the trust year showing assets and liabilities and
income and expense for the year. The form and content of the
account shall be sufficient for the Committee to comply with
reporting and disclosure requirements under applicable law.
4.03-2 The Committee may object to an accounting within
60 days after it is furnished and require that it be settled by
audit by a qualified, independent certified public accountant.
The auditor shall be chosen by the Trustee from a list of at
least five such accountants furnished by the Committee at the
time the audit is requested. Either the Committee or the
Trustee may require that the account be settled by a court of
competent jurisdiction, in lieu of or in conjunction with the
audit. All expenses of any audit or court proceedings
including reasonable attorneys' fees shall be allowed as
expenses of the trust.
4.03-3 If the Committee does not object to an
accounting within the time provided, the account shall be
settled for the period covered by it.
4.03-4 When an account is settled, it shall be final
and binding on all parties including all participants and
persons claiming through them.
ARTICLE V
LIABILITY
5.01 INDEMNITY
The Company shall indemnify and defend the Trustee and
any Custodian from any claim, loss, liability or expense
arising from any action or inaction in administration of this
trust based on direction or information from the Company, an
investment manager or the Committee absent willful misconduct
or bad faith.
5.02 BONDING
The Trustee or Custodian need not give any bond or other
security for performance of its duties under this trust.
<PAGE>24
ARTICLE VI
SUCCESSOR TRUSTEES
6.01 RESIGNATION AND REMOVAL
6.01-1 The Trustee may resign at any time by notice to
the Committee, which shall be effective in 60 days unless the
Committee and the Trustee agree otherwise.
6.01-2 The Trustee may be removed by the Committee on
60 days' notice or shorter notice accepted by the Trustee.
6.01-3 When resignation or removal is effective, the
Trustee shall begin transfer of assets to the successor Trustee
immediately. The transfer shall be completed within 60 days,
unless the Committee extends the time limit.
6.01-4 If the Trustee resigns or is removed, the
Committee shall appoint a successor or an alternative funding
medium shall be established by the effective date of
resignation or removal under 6.01-1 or 6.01-2. If neither has
occurred, the Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for
instructions. All expenses of the Trustee in connection with
the proceedings shall be allowed as expenses of the trust.
6.01-5 Resignation or removal under 6.01-1 or 6.01-2
may apply separately to the Master Trust or to a ESOP Program
Trust, or to all trusts, as specified in the applicable notice.
6.02 APPOINTMENT OF SUCCESSOR
6.02-1 The Committee may appoint any national or state
bank or trust company as a successor to replace the Trustee
upon resignation or removal. The appointment shall be
effective when accepted in writing by the new Trustee, who
shall have all of the rights and powers of the former Trustee
including ownership rights in the trust assets. The former
Trustee shall execute any instrument necessary or reasonably
desired by the Committee or the successor Trustee to evidence
the transfer.
6.02-2 The successor Trustee need not examine the
records and acts of any prior Trustee and may retain or dispose
of existing trust assets, subject to directions from the
Committee. The successor Trustee shall not be responsible for
and the Company shall indemnify and defend the successor
Trustee from any claim or liability because of any action or
inaction of any prior Trustee or any other past event, any
existing condition or any existing assets.
<PAGE>25
6.03 ACCOUNTINGS; CONTINUITY
6.03-1 A Trustee who resigns or is removed shall submit
a final accounting to the Committee as soon as practicable.
The accounting shall be received and settled as provided in
4.03 for regular accountings.
6.03-2 No resignation or removal of the Trustee or
change in identity of the Trustee for any reason shall cause a
termination of the Plan or the Master Trust or the Leveraged
ESOP Trust or the ESOP Program Trusts.
6.04 SPECIAL ADDITIONAL TRUSTEE
6.04-1 The Committee may appoint one or more national
or state banks or trust companies or individuals as special
additional trustees. A special additional trustee shall be
included in the term Trustee for purposes of asset management
powers but not for purposes of signing amendments.
6.04-2 The Committee shall specify the responsibilities
of a special additional trustee, which may be general or
limited. A special additional trustee shall have no powers,
responsibility or liability for anything outside of its
specified responsibilities, and shall not be liable for any
action or inaction of any other trustee with respect to other
matters.
6.04-3 The Committee's statement of appointment of a
special additional trustee shall become part of this plan and
trust.
ARTICLE VII
AMENDMENT AND TERMINATION
7.01 AMENDMENT
7.01-1 The Company may amend this trust agreement at
any time by written instrument executed and delivered to the
Trustee, with the following limitations:
(a) All amendments shall be signed by the
Trustee.
(b) No amendment shall revest any of the
trust funds in the Company or any Employer or
otherwise modify the trusts so that they would
not be for the exclusive benefit of eligible
employees.
7.01-2 Amendments may be retroactive to the extent
permitted by applicable law and regulations.
<PAGE>26
7.02 TERMINATION
7.02-1 The Company may wholly or partly terminate the
Plan or direct the discontinuance of contributions at any time.
In the event of any total or partial termination or
discontinuance, the accounts of all affected participants shall
fully vest and be nonforfeitable. The Company may request a
ruling from the Internal Revenue Service on the effect of
termination on the qualification of the Plan and the trusts
under this trust agreement. The Trustee may decline to
distribute under 7.02-2 or 7.02-3 until an appropriate ruling
has been issued.
7.02-2 Upon termination of the Plan or discontinuance
of contributions, the Company may continue the affected trust
to pay benefits as they mature or liquidate and distribute the
applicable portion of the trust fund. If the trust fund is
liquidated, it shall be allocated by the Committee among
participants and beneficiaries in accordance with the Plan.
When all assets have been distributed the trust shall end.
7.02-3 No Company stock shall be distributed from a tax
credit contribution account from a Prior ESOP to any
participant who has not terminated employment before the end of
the 84th month after the month in which the stock was allocated
to the participant's account.
7.02-4 In no event shall any part of the contributions
or the principal or income of this trust be paid to or revested
in the Company or any affiliate or be used other than for the
exclusive benefit of the participants and their beneficiaries,
except for return of contributions as provided in 8.08.
ARTICLE VIII
GENERAL PROVISIONS
8.01 APPLICABLE LAW
This trust shall be construed according to the laws of
Oregon except as preempted by federal law.
8.02 AGREEMENT BINDING ON ALL PARTIES
This agreement shall be binding upon the heirs, personal
representatives, successors and assigns of any and all present
and future parties.
8.03 NOTICES AND DIRECTIONS
Any notice or direction under this trust shall be in
writing and shall be effective when actually delivered or, if
mailed, when deposited postpaid as first-class mail. Mail
shall be directed to the address stated in this trust or to
such other address
<PAGE>27
as either party may specify by notice to the other party.
Notices to the Committee shall be sent to the address of the
Company.
8.04 NO IMPLIED DUTIES
The powers, rights and duties of the Trustee shall be
those stated in this trust without reference to the Plan, and
no other duties shall be implied.
8.05 INFORMATION FURNISHED
The Trustee may accept as correct and rely on any
information furnished by the Company, an Employer or the
Committee. The Trustee may not require an audit or disclosure
of the records of the Company or any Employer.
8.06 COMPANY FUNCTIONS
8.06-1 Except as provided in 8.06-2, all authority of
the Company under this trust agreement shall be exercised by
the President of the Company, and all authority of any other
Employer shall be exercised by the chief executive officer of
the corporation. All or any part of such authority may be
delegated to others.
8.06-2 The power to amend or terminate the trust
agreement may be exercised only by the Board of Directors of
the Company except as provided in 8.06-3.
8.06-3 The President of the Company may amend the trust
agreement to make technical, administrative or editorial
changes on advice of counsel to comply with applicable law or
to simplify or clarify the trust agreement.
8.06-4 The Board of Directors of the Company or of an
Employer shall have no administrative or investment authority
or functions. Membership on the Board shall not make a person
a fiduciary.
8.07 BENEFITS NOT ASSIGNABLE; QUALIFIED DOMESTIC
RELATIONS ORDERS
8.07-1 The Plan is for the personal protection of the
participants. No vested or unvested interest of any
participant or beneficiary under the Master Trust or the
Leveraged ESOP Trusts may be assigned, seized by legal process,
transferred or subjected to the claims of creditors in any way,
except as provided in 8.07-2.
8.07-2 Benefits shall be paid in accordance with a
qualified domestic relations order (QDRO) under section 414(p)
of the Internal Revenue Code pursuant to procedures established
by the Committee. If the alternate payee's benefit is fully
vested and is not required as security for a plan loan, it
shall be distributed to the alternate
<PAGE>28
payee as soon as practicable regardless of whether the
participant has terminated employment or whether the alternate
payee consents to the distribution, unless the QDRO precludes
current distribution.
8.08 NONREVERSION OF ASSETS
8.08-1 Subject to 8.08-2 and 8.08-3, no part of the
contributions or the principal or income of the Master Trust or
the Leveraged ESOP Trusts shall be paid to or revested in an
Employer or be used other than for the exclusive benefit of the
participants and their beneficiaries.
8.08-2 If the Plan is terminated, any amount under the
Plan that cannot be applied as an authorized offset against
Employer contributions or trust expenses because of the
termination of the Plan shall be returned to Employer.
8.08-3 A contribution may be returned to an Employer to
the extent that:
(a) The contribution was made by mistake
of fact; or
(b) A deduction for the contribution under
the Plan is disallowed.
8.08-4 Return of contributions under 8.08-3 shall be
subject to the following:
(a) Any return must occur within one year
of the mistaken payment or disallowance of the
deduction.
(b) The returnable amount shall be reduced
by a pro rata share of any investment losses
attributable to the contribution and by any
amounts that cannot be charged under (c) below.
(c) The amounts returned shall be charged
to participants' accounts in the same proportion
as the accounts were credited with the
contribution. No participant's account shall be
charged more than it was previously credited.
(d) No contributions shall be returned
that are necessary to pay principal or interest
on money borrowed to buy Company stock.
(e) If any part of a tax credit for
Employer contributions is recaptured or
redetermined, any amounts transferred to the Plan
in satisfaction of the conditions of the
<PAGE>29
Internal Revenue Code for allowance of the credit
shall remain in the Plan and shall remain
allocated to participants.
1991 RESTATEMENT EXECUTED AS FOLLOWS EFFECTIVE AS PROVIDED IN
_____________________________________________________________
1.01-3:
______
Adopted: November 28, 1990.
COMPANY: PACIFICORP
By A.M. GLEASON
_____________________________
Executed: March 21, 1991
TRUSTEE OF MASTER TRUST HARRIS TRUST AND SAVINGS BANK
AND LEVERAGED ESOP TRUSTS:
By KATHERINE B. ALLEN
_____________________________
Executed: March 26, 1991
COMPANY PACIFICORP
By A.M. GLEASON
_____________________________
Executed: September 14, 1993
TRUSTEE OF MASTER TRUST HARRIS TRUST AND SAVINGS BANK
AND LEVERAGED ESOP TRUSTS
By BRIAN BAKER
_____________________________
Executed: September 20, 1993
<PAGE>
EXHIBIT (4)(e)
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS & STOCK PURCHASE PLAN
OF PACIFICORP
Amended and Restated January 1, 1991
(As Amended by Amendment No. 1)
<PAGE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS & STOCK PURCHASE PLAN OF PACIFICORP
Article Page
_______ ____
I. Introduction 1
II. Definitions 2
2.1 Terminology 2
2.2 Pronouns 10
2.3 Investment Funds 10
III. Participation 11
3.1 Eligibility 11
3.2 Voluntary 11
3.3 Application 11
3.4 Termination 12
IV. Participant's Account 12
4.1 Participant's Account 12
4.2 Section 415 Limitations 12
V. Employee Contributions 16
5.1 Amounts for Basic Contributions 16
5.2 Amounts for Supplemental Contributions 16
5.3 Nature of Basic Contributions 16
5.4 Nature of Supplemental Contributions 17
5.5 Changes 18
5.6 Suspended Contributions 18
5.7 Restrictions on Tax-Saver Contributions 19
VI. Company Contributions 22
<PAGE>ii
Page
____
VII. Restrictions on Company Contributions and
Participant Regular Contributions 22
VIII. Forfeitures 25
IX. Trust Fund 25
9.1 Trust Agreement 25
9.2 Diversion of Assets 26
X. Investment of Contributions 26
10.1 General Rules 26
10.2 Investment of Company Matching Contributions 27
10.3 Investment of Participant Basic
Contributions 27
10.4 Investment of Participant Supplemental
Contributions 27
10.5 Transfer of Accounts 28
10.6 Purchase of PacifiCorp Common Stock 28
10.7 Investment of Fixed Income Investment Fund 29
10.8 Investment of the Equity Investment Funds 29
10.9 Investment of the Balanced Investment Fund 30
10.10 Investment Manager 30
XI. Voting of Stock in Trust 31
11.1 Voting of PacifiCorp Stock 31
11.2 Voting of Shares in Equity Investment and
Balanced Investment Funds 31
XII. Vesting 32
12.1 Participant Contributions 32
12.2 Company Matching Contributions (Prior
Years) 32
<PAGE>iii
Page
____
12.3 Company Matching Contributions (Current
Year) 32
12.4 Full and Immediate Vesting 33
XIII. Hardship Withdrawals 33
13.1 Hardship Criteria 33
13.2 Amounts Not Available for Hardship 35
13.3 Other Hardship Withdrawal Requirements 35
XIV. Withdrawal Upon Termination of Employment 35
14.1 Benefit 35
14.2 Timing of Distribution 36
14.3 Undistributed Balance 37
14.4 Method of Distribution from Basic Portion
of Plan and from Fund I 37
14.5 Method of Distribution from Funds II, III
and IV 38
14.6 Direct Rollover 38
14.7 Notice of Rollover Right and Mandatory
Withholding 39
XV. Loans to Participants 39
15.1 Eligibility Requirements 39
15.2 Application for Loan 40
15.3 Amount of Loan 40
15.4 Terms of Loan 41
XVI. Rehired Employees 43
XVII. Administration 43
17.1 The Employee Savings and Stock Purchase
Plan Committee 43
17.2 Cost of Administration 45
<PAGE>iv
Page
____
XVIII. Non-assignability 46
18.1 General Non-assignability 46
18.2 Qualified Domestic Relations Order 46
XIX. Beneficiary 46
XX. Accounting and Valuation 47
20.1 Accounting 47
20.2 Valuation of Funds 48
20.3 Member Statement 48
20.4 Allocation Procedure for PacifiCorp
Common Stock 49
20.5 Allocation Procedure for Other Funds 50
XXI. Modification or Termination of the Plan 51
XXII. Miscellaneous 51
XXIII. Applicable Law 53
Appendix A - Optional Distribution for Amounts Trans-
ferred from the UP&L Mining Division
Employee Pension Plan 54
Appendix B - Employees Transferred from PacifiCorp 55
Appendix C - Service for Certain Mining Division Employees 56
Appendix D - Compensation Limit (IRS Model Amendment) 57
Appendix E - Employees Transferring to and from Bargaining
Unit Positions 58
<PAGE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN OF PACIFICORP
I. INTRODUCTION
____________
This Plan, known as the Utah Power & Light Company
Employee Savings and Stock Purchase Plan of PacifiCorp, was
established for the purpose of encouraging and assisting
Employees in adopting a regular savings and investment program
and to help Employees provide additional security for their
retirement. To that end, the Plan affords Employees a means of
making regular contributions from their current earnings
through payroll deductions, under the Basic portion of the
Plan, and provides for contributions to be added by the
Company. In addition, the Plan affords Employees a means of
making other, unmatched contributions under the Supplemental
portion of the Plan. This Plan constitutes an amendment,
restatement, and continuation of the Plan as originally
effective as of January 26, 1968, and as amended from time to
time thereafter up to and including January 1, 1991. Effective
December 31, 1990, participation by active Company employees
who are not represented by the Bargaining Unit (defined in
Article II) shall be discontinued, and assets associated with
their accounts in the Plan shall be transferred to a separate
defined contribution plan sponsored by PacifiCorp. Assets
associated with the accounts of any non-active Participants who
have terminated or retired from either Bargaining Unit or other
employment status prior to January 1, 1991 shall remain in the
<PAGE>2
Plan until such time as final distribution is made pursuant to
Article XIV.
All appendices hereto are considered an integral part
of this Plan.
II. DEFINITIONS
___________
2.1 Terminology. As used herein, the following words and
___________
phrases shall have the respective meanings hereinafter set
forth unless a different meaning is clearly required by the
context.
"Bargaining Unit" shall mean International
Brotherhood of Electrical Workers Local No. 57, or any other
union representing Company employees that, through collective
bargaining, provides for participation in the Plan.
"Basic Portion of the Plan" shall mean those
provisions of the Plan pertaining to Participant Basic
Contributions which are matched 85% by Company Matching
Contributions, including the related contributions, earnings,
withdrawals, distributions, and the accounting therefor.
"Beneficiary" shall mean beneficiary, designated or
otherwise selected under the provisions of Article XVIII.
"Board of Directors" shall mean the Board of
Directors of PacifiCorp.
"Code" shall mean the Internal Revenue Code of 1986,
as amended; references to Code Sections shall include any
successor sections thereof.
<PAGE>3
"Collateral Account" shall mean the combined
Participant Basic Tax-Saver and Supplemental Tax-Saver
Accounts. Effective as of the date prescribed by the Committee
(but no earlier than January 1, 1988), Collateral Account shall
also include that nonforfeitable portion of the Company Account
attributable to Company Matching Contributions directly related
to Participant Tax-Saver Contributions.
"Committee" shall mean the Employee Savings and Stock
Purchase Plan Committee appointed pursuant to Article XVII.
"Company" shall mean the division of PacifiCorp doing
business as 'Utah Power & Light Company' (Utah Division),
including any wholly-owned subsidiaries operating as a part of
Utah Division which are authorized by the Board of Directors to
participate in the Plan and including the Utah portion of Power
Supply Operations covered by the Bargaining Unit.
"Company Account" shall mean that portion of the
Trust assets valued pursuant to Article XX attributable to
Company Matching Contributions made on behalf of any
Participant, and the earnings thereon.
"Company Matching Contributions" shall mean the
Company contributions made in behalf of a Participant in
accordance with Article VI.
"Continuous Service" shall mean the number of
consecutive years of service, (including any elimination
periods and periods of eligibility under the LTD Plan) without
<PAGE>4
a One-Year Break in Service, of an Employee and shall include
the first twelve months of Maternity and Paternity Leave.
"Earnings" shall mean the regular salary or wages
received by the Employee from the Company for working times
regularly established by agreement or law as "straight time"
and including any amounts otherwise deferred under section
401(k) of the Code as well as any sick leave or personal time
off benefits received from the Company while the Participant
is still employed by the Company, exclusive of any bonuses,
overtime, premium pay, per diem payments, overtime meal
allowances, long-term disability payments, or other special or
additional payments.
Earnings shall be limited as follows except for
determination of the annual addition limit:
(a) The limit for any participant for any plan year
beginning after December 31, 1988 shall be $200,000, plus any
adjustment authorized by applicable law.
(b) Compensation of a highly compensated employee
who is a 5 percent owner or is one of the 10 highest paid
employees shall be aggregated with compensation from the
Company to the employee's lineal descendants under age 19 or to
the employee's spouse to determine the limit.
(c) If the limit is exceeded because of aggregation
under (b) above, pay counted for each aggregated employee shall
be reduced pro rata to stay within the limit.
<PAGE>5
(d) For plan years beginning after December 31,
1993, the limit in (a) above shall be $150,000, as adjusted by
applicable law.
"Effective Date" shall mean January 1, 1991 the
Effective Date of the restated Plan, except as follows. The
Effective Date for purposes of adding Fund IV and apportioning
investments in increments of 5% under Paragraph 10.4 shall be a
date fixed by the Committee, which shall be no later than
January 1, 1992. Until Fund IV is made available, Paragraph
10.4(a) as provided in the Plan amendment and restatement dated
January 1, 1989, shall continue to apply.
"Eligible Employee" shall mean an Employee eligible
to participate in the Plan pursuant to Article III.
"Employee" shall mean each regular employee of the
Company who is represented by a Bargaining Unit under a
collective bargaining agreement that provides for participation
in the Plan.
"ERISA" means the Employee Retirement Income Security
Act of 1974.
"Highly Compensated Employee" shall mean any Employee
described in section 414(q) of the Code.
"Hour of Service" shall mean (i) any hour for which
the Employee is directly or indirectly paid or entitled to
payment, by the Company for hours worked, (ii) each hour for
which backpay (irrespective of mitigation of damages) to the
Employee has been either awarded or agreed to by the Company,
<PAGE>6
or (iii) on account of a period of time during which no duties
are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military
duty, or leave of absence. The number of hours of service, and
the period to which such hours shall be credited will be
determined in accordance with Department of Labor Regulations
section 2530.200b-2. The same hour shall not be credited under
(i), (ii), (iii). In the case of an Employee with respect to
whom records are not maintained reflecting the number of hours
for which he is paid, such an Employee will be credited with
45 hours of service for each week in which the Employee would
be credited with service under the principles of the preceding
sentences.
"Loan Account" shall mean the Account maintained for
a Participant in order to administer a loan to such Participant
in accordance with Article XV.
"LTD Plan" shall mean the Long-Term Disability
Insurance Plan of the Company.
"Maternity and Paternity Leave" shall mean any period
of absence (i) by reason of the pregnancy of the Participant,
(ii) by reason of the birth of a child of the Participant,
(iii) by reason of the placement of a child in connection with
the adoption of the child by the Participant, or (iv) for
purposes of caring for the child during the period immediately
following the birth or placement of the child.
<PAGE>7
"One-Year Break in Service" shall mean for service
after December 31, 1975, a Plan Year during which an Employee
has not completed more than 500 Hours of Service and means, for
service prior to December 31, 1975, a Break in Service as
administered under the prior provisions of the Plan. An
Employee who is on Maternity and Paternity Leave shall be
deemed to have completed (1) the number of hours that normally
would have been credited but for the absence, or (2) if the
normal work hours are unknown, eight hours of employment per
day of such absence. However, the total number of hours of
employment required to be deemed completed for such period of
absence shall not exceed 501 and shall be credited only in the
year in which the absence begins (if such crediting is
necessary to prevent a year of service during which the
Employee has less than 501 hours of employment), or in the
following year.
"Participant" shall mean any person included in the
membership of the Plan in accordance with Article III.
"Participant Account" shall mean that portion of the
Trust assets valued pursuant to Article XX attributable to a
Participant's own contributions made on both an after-tax basis
and a before-tax basis, and the earnings thereon. The
Participant Account shall consist of the Participant Basic
Account and the Participant Supplemental Account.
"Participant Basic Account" shall mean that portion
of the Participant Account attributable to Participant Basic
<PAGE>8
Contributions under Paragraph 5.1 and the earnings thereon.
The Participant Basic Account shall consist of the Participant
Basic Regular Account and the Participant Basic Tax-Saver
Account.
"Participant Basic Contributions" shall mean the
contributions made by a Participant under the Basic Portion of
the Plan pursuant to Paragraph 5.1 consisting of both
Participant Regular Contributions and Participant Tax-Saver
Contributions.
"Participant Basic Regular Account" shall mean that
portion of the Participant Basic Account attributable to a
Participant's Regular Basic Contributions, pursuant to
Paragraph 5.3, and the earnings thereon.
"Participant Basic Tax-Saver Account" shall mean that
portion of the Participant Basic Account attributable to a
Participant's pre-tax Basic Contributions, pursuant to
Paragraph 5.3, and the earnings thereon.
"Participant Regular Contributions" shall mean the
contributions made by a Participant on an after-tax basis
pursuant to Paragraph 5.3.
"Participant Supplemental Account" shall mean that
portion of the Participant Account attributable to a
Participant's Supplemental Contributions under Paragraph 5.2
and the earnings thereon. The Participant Supplemental Account
shall consist of the Participant Supplemental Regular Account
and the Participant Supplemental Tax-Saver Account.
<PAGE>9
"Participant Supplemental Contributions" shall mean
the contributions made by a Participant under the Supplemental
Portion of the Plan pursuant to Paragraph 5.2 consisting of
both Participant Regular Contributions and Participant Tax-
Saver Contributions.
"Participant Supplemental Regular Account" shall mean
that portion of the Participant Supplemental Account
attributable to a Participant's Regular Supplemental
Contributions, pursuant to Paragraph 5.4, and the earnings
thereon.
"Participant Supplemental Tax-Saver Account" shall
mean that portion of the Participant Supplemental Account
attributable to a Participant's Tax-Saver Supplemental
Contributions, pursuant to Paragraph 5.4, and the earnings
thereon.
"Participant Tax-Saver Contributions" shall mean the
contributions made by a Participant on a pre-tax basis pursuant
to Paragraphs 5.3 and 5.4.
"Plan Year" shall mean the calendar year.
"Supplemental Portion of the Plan" shall mean those
provisions of the Plan pertaining to Participant Supplemental
Contributions, including the related contributions, earnings,
withdrawals, distributions, and the accounting therefor.
"Total and Permanent Disability" shall mean physical
or mental impairment through injury or disease which in the
opinion of a Company-approved medical doctor is of such
<PAGE>10
severity as to continuously prevent, for life, an employee from
engaging in his occupation during the first two years of such
disability and, after the first two years, from engaging in any
occupation or performing any gainful work for which the
employee is reasonably suited by virtue of training or
experience.
"Trust Fund" shall mean the Trust Fund provided for
in Article IX.
"Valuation Date" shall mean the close of business on
the last business day of each calendar quarter.
"Year of Service" shall mean a 12-month period within
which an Employee has completed not less than 1,000 Hours of
Service.
2.2 Pronouns. As used herein, the masculine pronoun
________
shall include the feminine, and the singular the plural, unless
a different meaning is clearly required by the context.
2.3 Investment Funds.
________________
"Fund I - PacifiCorp Common Stock Fund" shall mean
that portion of the Trust invested in common stock of
PacifiCorp.
"Fund II - Equity Investment Fund" shall mean that
portion of the Trust invested primarily in equity securities
and securities convertible into equity securities; provided,
however, that no investment shall be made in securities of
PacifiCorp except to the extent that such securities are held
in a commingled trust fund.
<PAGE>11
"Fund III - Fixed Income Investment Fund" shall mean
that portion of the Trust invested with an insurance company or
insurance companies or other funding agent selected by the
Committee for investment at a guaranteed rate of interest for a
contracted period of time or for investment in other fixed
income securities.
"Fund IV - Balanced Investment Fund" shall mean that
portion of the Trust invested primarily in a combination of
equity and fixed income securities; provided, however that no
investment shall be made in securities of PacifiCorp except to
the extent that such securities are held in a commingled trust
fund.
III. PARTICIPATION
_____________
3.1 Eligibility. Each Employee shall be eligible to
___________
become a Participant on the first day of any calendar quarter
on or following the completion of one Year of Service from his
date of hire. A rehired Employee, who was a prior Plan
Participant, will be eligible to start participation on the
first day of any calendar quarter following his rehired date.
A former Plan Participant who transfers employment to
a position represented by the Bargaining Unit shall be eligible
to start participation as soon as practicable, as provided in
Appendix E.
3.2 Voluntary. Participation in the Plan is voluntary.
_________
3.3 Application. Each Employee on the Effective Date who
___________
was a Participant the day immediately preceding the Effective
Date, shall continue to be a Participant as of the Effective
<PAGE>12
Date. Any other Employee who is eligible may become a
Participant only on the first day of any calendar quarter after
he elects to participate.
An Employee who elects to become a Participant shall
do so by signing an enrollment form, designating a Beneficiary
(in accordance with Article XIX), authorizing the Company to
deduct his contributions from his earnings, and acknowledging
his acceptance of and agreement to all provisions of the Plan.
3.4 Termination. An Employee shall cease to be a
___________
Participant when the Employee receives a final distribution in
accordance with Article XIV or the Plan is terminated in
accordance with Article XXII.
IV. PARTICIPANT'S ACCOUNT
_____________________
4.1 Participant's Account. Each Participant shall have
_____________________
an account established on his behalf to which will be added his
own Participant Contributions in accordance with Article V, and
investment earnings thereon. Withdrawals from the Participant
Account shall be made as described in Articles XIII and XIV.
4.2 Section 415 Limitations.
_______________________
(a) Any provision in the Plan to the contrary
notwithstanding, no annual additions to a Participant's
accounts (other than his Loan Account, as applicable) under the
Plan for any Plan Year shall exceed the lesser of $30,000 or
25% of the Participant's compensation. The foregoing $30,000
limitation shall be adjusted, to reflect increases in the cost
<PAGE>13
of living in accordance with regulations prescribed by the
Secretary of the Treasury.
(b) Compensation, for purposes of this Article IV,
means a Participant's earned income, wages, salaries, fees for
professional services, and other amounts received for personal
services actually rendered in the course of employment with the
Company, and excluding the following:
(i) Company contributions to a plan of deferred
compensation to the extent contributions are not included
in gross income of the Member for the taxable year in
which contributed, and any distributions from a plan of
deferred compensation whether or not includable in the
gross income of the Participant when distributed.
However, any amounts received by a Participant pursuant to
an unfunded non-qualified plan may be considered as
compensation;
(ii) other amounts which receive special tax
benefits (such as the nontaxable portion of group term
life insurance premiums).
For purposes of applying the limitations in this Article,
amounts included as compensation are those actually paid or
made available to a Participant within the limitation year.
(c) Any provision of the Plan to the contrary
notwithstanding, in the case of a Participant who is also a
participant in any other defined benefit plan of the Company,
the defined contribution plan fraction when added to the
<PAGE>14
defined benefit plan fraction of such Participant shall not
exceed 1.0 for such Plan Year.
(d) For purposes of this Paragraph 4.2: (i) the
defined contribution plan fraction of a Participant shall be a
fraction, the numerator of which is the sum of the annual
additions to the Participant's accounts under a defined
contribution plan of the Company as of the close of the plan
year and the denominator of which is the sum of the lesser of
the following amounts for such plan year and for each prior
plan year: (a) the product of 1.25 multiplied by the dollar
limitation in effect for such plan year, or (b) the product of
1.4 multiplied by 25% of the Participant's compensation (within
the meaning of section 415(c)(3) of the Code); (ii) the defined
benefit plan fraction for a Participant shall be a fraction,
the numerator of which is the projected annual benefit of the
Participant under the plan, determined as of the close of the
plan year, and the denominator of which is the lesser of (a)
the product of 1.25 multiplied by the dollar limitation in
effect for the plan, or (b) the product of 1.4 multiplied by
the amount equal to 100% of the Participant's average
compensation for his high three years; and (iii) annual
addition means for any year the sum of (A), (B), and (C), where
(A) = employer contributions; (B) = employee contributions; and
(C) = forfeitures, if any.
(e) For purposes of applying this Paragraph 4.2 all
defined benefit plans (including the Retirement Plan of the
<PAGE>15
Company) and all defined contribution plans (including the
Plan) shall be combined or aggregated, and the limitations on
annual additions shall be determined on the basis of a
Participant's benefits and contributions on his behalf under
all such plans.
(f) If the limitations of this Article 4.2 are
exceeded, Participant Regular Contributions to the Plan shall
be returned to the Participant to the extent necessary to bring
annual additions within such limitations.
The portion of any contribution which has been
allocated to a Participant under the Plan for a Plan Year, but
which cannot be credited to his Participant Account because of
the limitations imposed by this Article shall, subject to the
limitations of this Article, be treated as a forfeiture and
allocated to the other Participants in proportion to their
Compensation for the Plan Year. If such reallocation causes
the limitation of this Article IV to be exceeded with respect
to each Participant for the limitation year, then these amounts
must be held unallocated in a suspense account. If a suspense
account is in existence at any time during a particular
limitation year, other than the limitation year described
above, all amounts in the suspense account must be allocated
and reallocated to Participant's accounts (subject to the
limitation of this Article) before any Company Matching
Contributions or Participant Contributions which would
<PAGE>16
constitute annual additions may be made to the Plan for that
limitation year.
V. EMPLOYEE CONTRIBUTIONS
______________________
5.1 Amounts for Basic Contributions. A Participant may
_______________________________
contribute Basic Contributions each month by making payroll
deductions equal to one of the following percentages of his
regular earnings:
Periods of
Continuous Service Percentage of Earnings
__________________ ______________________
From one year through
five full years 1%, 2%, or 3%
Over five years and through
ten full years 1%, 2%, 3%, or 4%
Over ten years and through
fifteen full years 1%, 2%, 3%, 4%, or 5%
More than fifteen full years 1%, 2%, 3%, 4%, 5%, or 6%
However, no amount may be contributed which will result in the
limitations under Paragraph 4.2 being exceeded.
5.2 Amounts for Supplemental Contributions. If a
______________________________________
Participant is making Basic Contributions according to
Paragraph 5.1, he may contribute Supplemental Contributions
each month by making payroll deductions equal to one of the
following percentages of his Earnings: 1%, 2%, 3%, 4%, 5%, 6%,
7%, 8%, 9%, or 10%. However, no amount may be contributed
which will result in the limitations under Paragraph 4.2 being
exceeded.
5.3 Nature of Basic Contributions. Each Participant
_____________________________
electing to make contributions under Paragraph 5.1 shall
<PAGE>17
designate in writing to the Company, in such form or manner as
the Committee may prescribe, what whole percentage of his
Earnings to be contributed shall constitute Participant Basic
Regular Contributions, if any, and what whole percentage of his
Earnings shall constitute Participant Basic Tax-Saver
Contributions, if any. In no event shall the aggregate of a
Participant's Basic Regular Contributions and Basic Tax-Saver
Contributions for any Plan Year exceed his appropriate elected
percentage of regular earnings limit as prescribed in Paragraph
5.1. Subject to Article VII, Participant Basic Regular
Contributions shall be made on an after-tax basis by means of
payroll deduction and shall be credited to a Participant's
Basic Regular Account. Subject to Paragraph 5.7, Participant
Basic Tax-Saver Contributions shall be made on a before-tax
basis by means of payroll deduction and shall be credited to a
Participant's Basic Tax-Saver Account.
5.4 Nature of Supplemental Contributions. Each
____________________________________
Participant electing to make contributions under Paragraph 5.2
shall designate in writing to the Committee, in such form or
manner as the Committee may prescribe, what whole percentage of
his Earnings to be contributed shall constitute Participant
Supplemental Regular Contributions, if any, and what whole
percentage of his earnings shall constitute Participant
Supplemental Tax-Saver Contributions, if any. In no event
shall the aggregate of a Participant's Supplemental Regular
Contributions and Supplemental Tax-Saver Contributions exceed
<PAGE>18
10% of Earnings as prescribed in Paragraph 5.2. Participant
Supplemental Regular Contributions shall be made on an after-
tax basis by means of payroll deduction and shall be credited
to a Participant's Supplemental Regular Account. Participant
Supplemental Tax-Saver Contributions shall be made on a before-
tax basis by means of payroll deduction and shall be credited
to a Participant's Supplemental Tax-Saver Account.
5.5 Changes. Once during each year, or more often with
_______
the consent of the Committee, a Participant may, subject to the
limitations under Paragraphs 5.1 and 5.2, increase or decrease
the percentage designations of his contributions in the Basic
and/or Supplemental Portions of the Plan and/or, accordingly
under Paragraphs 5.3 and 5.4, increase or decrease the after-
tax and/or before-tax percentage designations of his
contributions by complying with such procedures as the
Committee may prescribe for effecting such changes.
5.6 Suspended Contributions. A Participant may suspend
_______________________
his contributions under the Plan upon thirty days' notice to
the Committee, whereupon he shall be ineligible to resume
contributions until the beginning of the calendar quarter next
following six months after the date of suspension. In
addition, a Participant may be suspended from making
contributions to the Plan in accordance with the provisions of
Paragraph 13.1(c). During any period in which a Participant
has suspended or is ineligible to resume his contributions
under the Plan, any earnings attributable to his interest under
<PAGE>19
the Plan shall continue to be credited to the appropriate
account, but no contribution shall be made in his behalf by the
Company during such period.
5.7 Restrictions on Tax-Saver Contributions.
_______________________________________
(a) In no case shall a Participant's Tax-Saver
Contributions exceed $7,000 in any Plan Year, as may be
adjusted in accordance with regulations prescribed by the
Secretary of the Treasury to reflect increases in the cost of
living, and any such contributions made to the Tax-Saver
Contributions Account in excess of such $7,000 amount (as
adjusted), plus any related earnings on such excess amount,
shall be distributed to the Participant no later than April 15
following the close of the calendar year in which such excess
contributions are made.
(b) If the Actual Deferral Percentage (as defined in
Paragraph 5.7(d) of Earnings of Eligible Employees who are
Highly Compensated Employees is more than the amount permitted
under the special limitations set forth under Paragraph 5.7(c),
there shall be a step-down reduction (in increments of 1%) in
the Supplemental Tax-Saver Contributions and, to the extent
necessary, the Basic Tax-Saver Contributions of those
Participants so that such special limitations are satisfied.
Subject to Paragraph 4.2 and Article VII, any such excess
Supplemental Tax-Saver Contributions may be contributed to the
Trust as Participant Supplemental Regular Contributions
credited to the Participant Supplemental Regular Accounts of
<PAGE>20
such Participants. Any such excess Basic Tax-Saver
Contributions may be contributed to the Trust as Participant
Basic Regular Contributions credited to the Participant Basic
Regular Accounts of such Participants. Alternatively, excess
Tax-Saver Contributions may be paid directly to the
Participant. In addition, if the Company or the Committee
determines that contributions would be in excess of the special
limitations set forth in Paragraph 5.7(c) below, the Company
may, in its sole discretion, suspend, in whole or in part,
Supplemental Tax-Saver Contributions and, to the extent
necessary, Basic Tax-Saver Contributions to the Plan made on
behalf of Eligible Employees who are Highly Compensated
Employees. Subject to Paragraph 4.2 and Article VII, in such
case the Supplemental Tax-Saver Contributions which would
ordinarily be contributed to the Trust on the Participant's
behalf in a payroll period may be contributed to the Trust as a
Participant Supplemental Regular Contribution credited to the
Participant's Supplemental Regular Account, and the Basic Tax-
Saver Contributions which would ordinarily be contributed to
the Trust on the Participant's behalf in a payroll period may
be contributed to the Trust as a Participant Basic Regular
Contribution credited to the Participant's Basic Regular
Account. Excess contributions shall be recharacterized no
later than 2 1/2 months after the end of the plan year to which
the recharacterization relates. In no event shall amounts
already in the Trust be recharacterized from Tax-Saver
<PAGE>21
Contributions to Basic Regular Contributions. Alternatively,
such Contributions may be paid directly to the Participant.
(c) The Actual Deferral Percentage for any Plan Year
of all Eligible Employees who are Highly Compensated Employees
shall not exceed the greater of: (A) 125% of the Actual
Deferral Percentage for all other Eligible Employees who are
not Highly Compensated Employees; or (B) 200% of the Actual
Deferral Percentage for all other Eligible Employees who are
not Highly Compensated Employees. The Actual Deferral
Percentage under alternative (B) for Eligible Employees who are
Highly Compensated Employees may not exceed the Actual Deferral
Percentage for all other Eligible Employees by more than two
percentage points. The limit shall be adjusted in accordance
with Treasury Regulation section 1.401(m)-2 to avoid duplicate
use of the limit for any highly compensated employee in
violation of Code section 401(m)(9).
(d) For purposes of this Paragraph 5.7, the Actual
Deferral Percentage for a Plan Year shall be the average of the
ratios, calculated separately for each Eligible Employee in
each group, of: the amount of (i) Basic Tax-Saver
Contributions, and Supplemental Tax-Saver Contributions made on
behalf of each Eligible Employee for such Plan Year to (ii) the
Eligible Employee's Earnings for such Plan Year. If the
Eligible Employee makes no Tax-Saver Contributions for the
year, his individual percentage shall be zero.
<PAGE>22
(e) If a reduction in the amount of Tax-Saver
Contributions on behalf of a Participant is required because of
the application of Paragraph 5.7(c) above, the reduction shall
be treated as taxable earnings to the Participant for the pay
period in which the reduction occurs, and the Employer shall
withhold any taxes required by law on such taxable earnings.
(f) If a distribution of excess Tax-Saver
Contributions (and related earnings) is required because of the
application of Paragraph 5.7(a) above, the Company shall
withhold any taxes required by law on such distribution.
(g) In the event a Participant is required to reduce
his Tax-Saver Contributions to the Plan as a result of the
application of the provisions of Paragraph 5.7(a) above, the
Company Contributions under Article VI made on behalf of each
Participant for the remainder of the Plan Year shall be applied
to the reduced amount of Tax-Saver Contributions.
VI. COMPANY CONTRIBUTIONS
_____________________
The Company will contribute to the Plan an amount
equal to 85% of each Participant's Participant Basic
Contribution (including Participant Basic Regular and
Participant Basic Tax-Saver Contributions) or such lesser
amount as required so to not exceed the limitations under
Paragraph 4.2.
VII. RESTRICTIONS ON COMPANY CONTRIBUTIONS AND PARTICIPANT
REGULAR CONTRIBUTIONS
_____________________________________________________
(a) If the Contribution Percentage (as defined in
Paragraph (c) of this Article VII) of Earnings for Eligible
<PAGE>23
Employees who are Highly Compensated Employees is more than the
amount permitted under the special limitations set forth under
Paragraph (b) of this Article VII, there shall be a pro rata
reduction in the Participant Regular Contributions or Company
Contributions, or both, credited to the Participant Regular
Accounts and Company Accounts of those Participants who are
Highly Compensated Employees so that such special limitations
are satisfied. Any excess Participant Regular or Company
Contributions contributed to the Trust, plus any related
earnings thereon, shall be distributed to such Participants
before the end of the Plan Year following the Plan Year in
which such excess Participant Regular or Company Contributions
are made. In addition, if the Company or the Committee
determines that Participant Regular or Company Contributions
would be in excess of the special limitations set forth under
Paragraph (b) below, the Company may, in its sole discretion,
suspend, in whole or in part, (i) Participant Regular
Contributions to the Plan made on behalf of Highly Compensated
Employees who are also Eligible Employees, or (ii) Tax-Saver
Contributions to the Plan made on behalf of Highly Compensated
Employees who are also Eligible Employees and, therefore,
related Company Contributions with respect to such Participants
(in which case the Tax-Saver Contributions that would
ordinarily be contributed to the Trust on the Participants'
behalf in a payroll period may be paid directly to such
Participants).
<PAGE>24
(b) The Contribution Percentage for any Plan Year of
all Eligible Employees who are Highly Compensated Employees
shall not exceed the greater of: (A) 125% of the Contribution
Percentage for all Eligible Employees who are not Highly
Compensated Employees, or (B) 200% of the Contribution
Percentage for Eligible Employees who are not Highly
Compensated Employees. The Contribution Percentage under
alternative (B) for Eligible Employees who are Highly
Compensated Employees may not exceed the Contribution
Percentage for all other Eligible Employees by more than two
percentage points. The limit shall be adjusted in accordance
with Treasury Regulation section 1.401(m)-2 to avoid duplicate
use of the limit for any highly compensated employee in
violation of Code section 401(m)(9).
(c) For purposes of this Article VII, the
Contribution Percentage for a Plan Year shall be the average of
the ratios, calculated separately for each Eligible Employee in
each group, of: the amount of Participant Regular and Company
Contributions to the Participant Regular Account and Company
Account on behalf of each Eligible Employee for such Plan Year
to the Eligible Employee's Earnings for such Plan Year. If the
Eligible Employee makes no Regular Contributions and receives
no Company Contributions for the year, his individual
percentage shall be zero.
(d) If a reduction in the amount of Tax-Saver
Contributions on behalf of a Participant is required because of
<PAGE>25
the application of Paragraph (a) above, the reduction shall be
treated as taxable earnings to the Participant for the pay
period in which the reduction occurs, and the Company shall
withhold any taxes required by law on such taxable earnings.
(e) If a distribution of excess Tax-Saver
Contributions or Company Contributions (and related earnings)
is required because of the application of Paragraph (a) above,
the Company shall withhold any taxes required by law on such
distribution.
(f) In the event a Participant is required to reduce
his Tax-Saver Contributions to the Plan as a result of the
application of the provisions of Paragraph (a) above, the
Company Contribution under Article VI made on behalf of the
Participant for the remainder of the Plan Year shall be applied
to the reduced amount of Tax-Saver Contributions.
VIII. FORFEITURES
___________
Any Company contributions during the current Plan
Year plus earnings thereon which are forfeited, as set forth in
Article XII, in any calendar quarter shall be credited against
future contributions due or to become due from the Company, or
used to pay the costs of administration of the Plan.
IX. TRUST FUND
__________
9.1 Trust Agreement. All Participant and Company
_______________
contributions to the Plan and earnings thereon will be held
under a Trust Agreement and be invested and held for the
exclusive benefit of the Participants in the Plan. The Trustee
<PAGE>26
shall be appointed by the President of PacifiCorp and shall
serve at the pleasure of the President of PacifiCorp. The
Trust Agreement shall provide, among other things, for a Trust
Fund to be administered by the Trustee to which all
contributions shall be paid, and the Trustee shall have such
rights, powers and duties as the President of PacifiCorp shall
from time to time determine.
9.2 Diversion of Assets. At no time prior to the
___________________
satisfaction of all liabilities with respect to Participants
and their Beneficiaries shall any part of the assets of the
Plan be used for or diverted to purposes other than for the
exclusive benefit of such persons; provided, however, Company
contributions may be returned to the Company (i) if made by the
Company by a mistake of fact, within one year after the payment
of the contribution, or (ii) if a contribution is conditioned
upon the deductibility of such contribution under section 404
of said Code, then to the extent the deduction is disallowed,
within one year of the disallowance of the deduction.
X. INVESTMENT OF CONTRIBUTIONS
___________________________
10.1 General Rules. The contributions of the Company and
_____________
Participants shall be paid over to the Trustee and, shall be
invested by the Trustee as hereinafter provided. Dividends,
interest, cash proceeds from the sale of securities and any
other income from the assets of the Fund shall be reinvested in
such Fund. Pending investment, contributions of the Company
and Participants, dividends and interest, the cash proceeds of
<PAGE>27
the sale of securities by the Trustee and any other income from
the assets of a Fund may be temporarily invested as determined
by the Trustee or an Investment Manager. The Trustee may keep
uninvested an amount of cash sufficient in its opinion to
enable it to carry out the purposes of the Plan.
10.2 Investment of Company Matching Contributions.
____________________________________________
Company Matching Contributions on behalf of a Member shall be
invested by the Trustee solely in the PacifiCorp Common Stock
Fund.
10.3 Investment of Participant Basic Contributions. Basic
_____________________________________________
Contributions of a Participant (including both Regular and Tax-
Saver Contributions) shall be invested by the Trustee solely in
the PacifiCorp Common Stock Fund.
10.4 Investment of Participant Supplemental Contributions.
____________________________________________________
Supplemental Contributions of a Participant (including, for
purposes of this Article X, Supplemental Regular Contributions
and Supplemental Tax-Saver Contributions) shall be invested by
the Trustee as follows:
(a) Upon becoming eligible to participate in the
Plan, each Employee shall elect, by written notice to the
Company in such form and manner as the Committee may prescribe,
to have the aggregate of 100% of his future Participant Regular
Contributions and Tax-Saver Contributions invested in one, two,
three, or four of the following Funds, apportioned among the
funds in increments of 5%:
Fund I - PacifiCorp Common Stock Fund
<PAGE>28
Fund II - Equity Investment Fund
Fund III - Fixed Income Investment Fund
Fund IV - Balanced Investment Fund
(b) At least quarterly during each Plan Year as
determined by the Committee, a Participant in the Plan may
elect, by written notice to the Company in such form and manner
as the Committee may prescribe, the Funds in which his future
Participant Regular Contributions and Tax-Saver Contributions
shall be invested. The Participant may elect to have such
contributions invested in one, two, three, or four of the Funds
in accordance with 10.4(a) above.
10.5 Transfer of Accounts. At least quarterly during each
____________________
Plan Year as determined by the Committee, a Participant may
elect to transfer within his Participant Supplemental Regular
Account and Supplemental Tax-Saver Account all or a portion of
his share in one Fund into another Fund on the basis of the
respective Fund values as of the selected dates, subject to
such administrative rules as the Committee may, from time to
time, adopt. Elections must be made to the Company in such
form and manner as the Committee may prescribe. The Committee
may restrict, delay or prohibit transfers for any period to the
extent that the effecting of such transfers may tend to create
adverse investment results for one or more of the Funds.
10.6 Purchase of PacifiCorp Common Stock. As soon as
___________________________________
practicable after receipt of funds applicable to the purchase
<PAGE>29
of PacifiCorp Common Stock, the Trustee shall purchase such
Stock, or cause such Stock to be purchased.
10.7 Investment of the Fixed Income Investment Fund. As
______________________________________________
soon as practicable after receipt of funds applicable to
investment in the Fixed Income Investment Fund, the Trustee
shall invest in such Fund.
10.8 Investment of the Equity Investment Fund. As soon as
________________________________________
practicable after receipt of funds applicable to investment in
the Equity Investment Fund, such funds shall be invested by the
Trustee in a manner consistent with the nature of the Fund.
The Equity Investment Fund or any designated portion thereof
shall be invested and reinvested in any one of the following
ways:
(a) In a commingled trust fund maintained by the
Trustee for qualified employee benefit plans; or
(b) As directed by an Investment Manager appointed
by the Committee, including investment in commingled trust
funds; or
(c) In the Trustee's discretion, including
investment in commingled trust funds. Except to the extent
otherwise provided in Paragraph 10.10, all investment decisions
with respect to any assets of the Equity Investment Fund,
including the authority to acquire and dispose of such assets,
shall be the exclusive responsibility of the Trustee or
Investment Manager having discretionary authority over such
assets.
<PAGE>30
10.9 Investment of the Balanced Investment Fund. As soon
__________________________________________
as practicable after receipt of funds applicable to investment
in the Balanced Investment Fund, such funds shall be invested
by the Trustee in a manner consistent with the nature of the
Fund. The Balanced Investment Fund or any designated portion
thereof shall be invested and reinvested in any one of the
following ways:
(a) In a commingled trust fund maintained by the
Trustee for qualified employee benefit plans; or
(b) As directed by an Investment Manager appointed
by the Committee including investment in commingled trust
funds; or
(c) In the Trustee's discretion, including
investment in commingled trust funds. Except to the extent
otherwise provided in Paragraph 10.10, all investment decisions
with respect to any assets of the Balanced Investment Fund,
including the authority to acquire and dispose of such assets,
shall be the exclusive responsibility of the Trustee or
Investment Manager having discretionary authority over such
assets.
10.10 Investment Manager. The Committee may appoint one or
__________________
more Investment Managers and designate the portion of the
assets of the Trust which are to be invested under the
direction of any such Investment Manager.
An Investment Manager shall manage the investment and
reinvestment of that portion of the assets of the Trust which
<PAGE>31
have been designated as its responsibility. No Investment
Manager shall provide, directly or indirectly, brokerage
services to the Plan. An Investment Manager, who is not also a
Trustee, shall not have custody of any assets of the Trust and
shall have no responsibility with respect to the administration
and operation of the Plan, the safekeeping of the assets of the
Trust or the management of assets of the Trust which have not
been allocated to such Investment Manager.
XI. VOTING OF STOCK IN TRUST
________________________
11.1 Voting of PacifiCorp Stock. The Committee shall
__________________________
adopt reasonable measures to permit the Participants to
instruct the Trustee as to the voting of the full shares of
common stock of the PacifiCorp represented by the Participant's
Account as of the allocation date preceding the record date for
each stockholders' meeting. No instructions from the
Participant will be requested with respect to fractional shares
which will be voted by the Trustee. The Trustee itself or by
proxy shall vote full shares of stock in accordance with
instructions from the Participants, and shall likewise vote the
aggregate of all fractional shares, any whole shares for which
no instructions from Participants are received, and any
unallocated shares in such manner as it deems proper.
11.2 Voting Shares in Equity Investment and Balanced
_______________________________________________
Investment Funds. The Trustee may vote the shares in the
________________
Equity Investment and Balanced Investment Funds in its
discretion.
<PAGE>32
XII. VESTING
_______
12.1 Participant Contributions. The Participant at any
_________________________
time has a nonforfeitable right to the portion of his
Participant's Account which originated from Participant Basic
Contributions and Participant Supplemental Contributions and
earnings thereon.
12.2 Company Matching Contributions (Prior Years). The
____________________________________________
Participant at any time has a nonforfeitable right to the
portion of his Participant's Account which originated from
Company Matching Contributions from prior Plan Years and
earnings thereon.
12.3 Company Matching Contributions (Current Year). The
_____________________________________________
Participant has a nonforfeitable right to the portion of his
Participant Account which originated from Company Matching
Contributions during the current Plan Year plus earnings
thereon as follows:
(a) At time of retirement under the Company's
Retirement Income Plan;
(b) At time of death;
(c) At time of termination of employment (not
including elimination periods and periods of eligibility for
benefits under the LTD Plan) as a result of Permanent and Total
Disability;
(d) At time of Plan termination under Article XXI;
or
<PAGE>33
(e) At the end of the Plan Year if he is still an
Employee.
12.4 Full and Immediate Vesting. Effective with Plan
__________________________
Years beginning after December 31, 1987, the Participant at any
time has a nonforfeitable right to all of his Participant
Account and Company Account.
XIII. HARDSHIP WITHDRAWALS
____________________
13.1 Hardship Criteria. The Plan is designed to promote
_________________
savings, investment, and security for the retirement of Company
employees. However, the Committee may authorize early
withdrawals to meet financial hardships faced by Participants.
The following circumstances shall be deemed to constitute
hardship within the meaning of the hardship provisions of the
Plan:
(a) Financial Need. The distribution is necessary
(i) to provide for medical expenses, not covered by insurance,
on account of the illness of the Employee, his spouse, or
dependent children; (ii) to provide for the payment of tuition
and related educational fees for the next twelve months of
post-secondary education for the Employee, his spouse, or
dependent children, (iii) to provide for the purchase
(excluding mortgage payments) of a principal residence for the
Employee; (iv) to prevent the eviction of the Employee from his
principal residence or foreclosure on the mortgage of the
Employee's principal residence; (v) to pay the funeral expenses
of a family member; or (vi) to pay other expenses as set forth
<PAGE>34
by the Internal Revenue Service in documents of general
applicability.
(b) Availability of Financial Resources. A hardship
withdrawal of amounts within the Participant Basic Tax-Saver
Account and/or Participant Supplement Tax-Saver Account shall
be made only if both of the following requirements are met:
____
(i) the distribution is not in excess of the immediate and
heavy financial need of the Employee; (ii) the Employee shall
have obtained all distributions, other than hardship
distributions, and all nontaxable loans currently available
from the Plan or any other qualified plan of the Company.
Requirement (ii) of this subparagraph does not apply to a
hardship withdrawal of amounts within the Participant Basic
Regular Account and/or Participant Supplemental Regular
Account.
(c) A Participant who receives a hardship withdrawal
of amounts within the Participant Basic Tax-Saver Account
and/or Participant Supplemental Tax-Saver Account in accordance
with this paragraph shall have Participant Basic Contributions
(together with related Company Matching Contributions),
Participant Supplemental Contributions, and similar
contributions to any other qualified or non-qualified plan of
deferred compensation of the Company suspended for 12 months
after the receipt of the hardship withdrawal. Once the
Participant is again allowed to make contributions to the Plan
after the end of the 12-month suspension, his annual limit on
<PAGE>35
Participant Tax-Saver Contributions for purposes of Paragraph
5.7(a) for the Plan Year in which contributions are resumed
shall be reduced by the amount of Participant Tax-Saver
Contributions which he had made during the Plan year in which
he received his hardship distribution.
13.2 Amounts Not Available for Hardship. Beginning with
__________________________________
the Effective Date, amounts described as follows are not
available for hardship withdrawal: (i) amounts encumbered as
security for outstanding loans pursuant to Paragraph 15.4, (ii)
amounts within the Loan Account itself, (iii) amounts within
the Company Account, and (iv) amounts within the Participant
Account representing those earnings accrued after December 31,
1988 on Participant Tax-Saver Contributions.
13.3 Other Hardship Withdrawal Requirements. In order for
______________________________________
a married Participant to obtain a hardship distribution, the
hardship application must contain the written, notarized
consent of his spouse. The minimum amount which may be
withdrawn for hardship purposes is $250 for each withdrawal.
The amount of a financial hardship need may include any amounts
necessary to pay federal, state, or local income taxes or
penalties reasonably anticipated to result from the
distribution.
XIV. WITHDRAWAL UPON TERMINATION OF EMPLOYMENT
_________________________________________
14.1 Benefit. When employment is terminated, the portion
_______
of the Participant's Account which has vested in accordance
with Article XII shall be distributed to the terminating
<PAGE>36
Participant in accordance with Paragraph 14.2. Any portion of
the Participant's Account which has not vested shall be
forfeited and used as directed under Article VIII.
Distribution from the Trust shall be made by the Trustee as
directed by the Committee. Distributions shall be made in
accordance with Paragraph 14.4. Transfer of the Participant's
employment within the divisions of the Company, or to positions
within the Company but outside of the Bargaining Unit, or to
the Company's affiliates shall not constitute termination of
employment for purposes of the Plan.
14.2 Timing of Distribution. Notwithstanding the
______________________
withdrawal election under Article XIII:
(a) Upon termination of employment due to death, or
retirement under a Company retirement plan, distribution will
be made to the terminating Participant or his Beneficiary
during the month of February of the year following the year in
which the termination occurred; except that upon the request of
such terminating Participant or Beneficiary the Committee may
approve and permit such distribution at an earlier date.
Periods of eligibility to receive benefits under the
LTD Plan do not constitute termination of employment, and,
therefore, are not causes for distribution upon termination.
(b) Upon termination of employment for any other
reason, distribution shall be made to the terminating
Participant as soon as practical after the allocation date next
<PAGE>37
following receipt by the Committee of notification of such
termination.
(c) Any other provision of the Plan to the contrary
notwithstanding, payment of a benefit under the Plan to a "5
percent owner" (within the meaning of Code section 416(i)(1)(B))
shall commence no later than the April 1 next following the
calendar year in which the Participant attains age 70 1/2,
regardless of whether the Participant has retired as of such
date.
(d) Notwithstanding the provisions of this Article
14.2, a distribution may not be made to a Participant before he
reaches Normal Retirement Age (as defined in the Retirement
income plan of the Company) without the consent of the
Participant, unless the present value of such distribution has
never exceeded $3,500.
14.3 Undistributed Balance. The undistributed vested
_____________________
portion of a terminated Participant's accounts shall continue
to participate in any earnings until the entire balance shall
have been distributed in accordance with Paragraph 14.2.
14.4 Method of Distribution from Basic Portion of the Plan
_____________________________________________________
and from Fund I. All distributions from the Basic Portion of
_______________
the Plan and from Fund I - PacifiCorp Common Stock Fund will be
made in full shares of stock plus cash representing any
fractional shares and uninvested cash balance. A Participant
or his Beneficiary may request that the Trustee purchase said
shares at such time as they become distributable to said
Participant or Beneficiary. The Trustee will not be obligated
<PAGE>38
to purchase said shares unless he has on hand sufficient monies
not yet invested in stock. In the event of such purchase the
Trustee will pay to the Participant or his Beneficiary the
proceeds resulting therefrom.
14.5 Methods of Distribution from Funds II, III and IV.
_________________________________________________
All distributions from Fund II - Equity Investment Fund, Fund
III - Fixed Income Investment Fund, and Fund IV - Balanced
Investment Fund shall be made in a single sum payment in cash.
The value of such distribution from Fund II and IV shall be
determined on the date that the distribution is processed by
the Committee. The value of such distributions from Fund III
shall be determined as of the Valuation Date at the end of the
prior quarter.
14.6 Direct Rollover. An eligible recipient of an
_______________
eligible rollover distribution may elect before a benefit is
paid to have the benefit distributed by a direct rollover into
an eligible retirement plan and the following shall apply:
(a) The recipient shall furnish the Committee
sufficient information to identify the eligible retirement plan
and the fund holder to whom the direct rollover should be paid.
(b) "Eligible retirement plan" is defined in section
402(c)(8)(B) of the Internal Revenue Code.
(c) "Eligible rollover distribution" is defined in
section 402(c)(4) of the Internal Revenue Code.
(d) "Eligible recipient" means the participant, the
spouse of a deceased participant or a spouse or former spouse
<PAGE>39
who is an alternate payee under a qualified domestic relations
order.
14.7 Notice of Rollover Right and Mandatory Withholding.
__________________________________________________
The Committee shall give the participant or other eligible
recipient an explanation of the information in (a) through (c)
between 30 and 90 days before benefits start. The recipient
may waive the 30-day requirement in order to receive
distribution sooner.
(a) The right to have a direct rollover under 14.6,
if applicable.
(b) The applicability of mandatory withholding if a
direct rollover could be elected under 14.6 and is not.
(c) The applicable rules on rollover and taxation of
the distribution as required by section 402(f) of the Internal
Revenue Code.
XV. LOANS TO PARTICIPANTS
_____________________
15.1 Eligibility Requirements. Effective as of the date
________________________
determined by the Committee (but in no event earlier than
July 1, 1986), a Participant shall be eligible to obtain a loan
from the Plan in accordance with the provisions hereof. A
maximum of one loan may be outstanding at any time for each
Participant, except as follows. A Participant who had two
loans outstanding as of December 31, 1990 may continue to
maintain and repay those specific loans, but shall not obtain
any new loan until both of the loans outstanding at
<PAGE>40
December 31, 1990 are paid in full. Loans cannot be combined,
and only one loan may be issued per calendar quarter.
15.2 Application for Loan. Application for a loan must be
____________________
made in writing to the Company on such forms and in such manner
as the Committee may prescribe. Loan applications will be
administered on a reasonably equivalent, uniform, and
nondiscriminatory basis. All such loans shall be evidenced by
notes. In order for a married Participant to obtain a loan,
the loan application must contain the written, notarized
consent of his spouse.
15.3 Amount of Loan. The minimum amount that a
______________
Participant shall be permitted to borrow shall be $1,000. The
maximum aggregate amount of all outstanding loans to a
Participant under this Plan and any other plan of the Company
is the lesser of (i) $50,000 (reduced by the maximum loan
outstanding during the 12 months preceding the date on which
the loan is made) or (ii) 50% of such Participant's Collateral
Account, as valued on the most recent Valuation Date.
Notwithstanding the foregoing provisions, for loans made prior
to October 1, 1989, if the Participant's accrued balance in his
Collateral Account is $20,000 or less, he shall be permitted to
borrow up to 80% of his Collateral Account up to a maximum loan
of $10,000, provided the aggregate total of outstanding loans
under this Plan to Participant does not exceed his accrued
balance in his Collateral Account, as valued on the most recent
Valuation Date for which an allocation has been determined. In
<PAGE>41
no case shall the combined balances of loans outstanding during
any 12-month period exceed $50,000.
15.4 Terms of Loan. The following terms shall apply to
_____________
each loan:
(a) Loan disbursements shall be made proportionately
from a Participant's Basic Tax-Saver Account, funds within the
Supplemental Tax-Saver Account, and other portions of the
Participant's Collateral Account. A loan shall not be
considered a distribution of the Collateral Account.
(b) All loans shall be repaid by the Participant through
approximately equal payroll deductions commencing with the date
of the loan and shall be repaid within five years from the date
of the loan. Notwithstanding the preceding sentence, the
Committee may permit repayment of a loan over a period in
excess of five, but not in excess of twenty, years when the
loan is used to acquire or construct any dwelling unit which
within a reasonable time is to be used (determined at the time
the loan is made) as a principal residence of the Participant.
Loan balances may be paid off early, in a manner described by
the Committee.
(c) A Participant's accrued balance in his
Collateral Account shall constitute, to the extent of 125% of
his combined loan balances as of the most recent Valuation
Date, security for repayment of the loan. In the event that
the value of such Collateral Account is not sufficient to repay
the unpaid balance of the loan, together with interest thereon,
<PAGE>42
such Participant shall continue to be liable for any balance
due, and when he becomes entitled to a distribution or
withdrawal from his Collateral Account, the loan balance due
shall be deducted from such Account. In no event shall a
Participant's balances in his Collateral Account be used to
satisfy the loan in the event of the Participant's default
prior to the time he is entitled to a distribution or
withdrawal from such Tax-Saver Accounts under Paragraph 14.2.
(d) The interest rate on the loan shall be
determined pursuant to such rules or procedures as the
Committee shall prescribe from time to time.
(e) A Participant's loan repayments, including
principal and interest, shall be credited to the Participant's
Loan Account and allocated through the Loan Account to such
Fund or Funds as reflect the Participant's then-current
investment allocation of contributions, as determined under
Article X and as reflect the Participant's then-current Basic
and Supplement designation as determined under Article V. Upon
complete repayment of the loan principal and interest, such
amount shall be credited to the respective components of the
Participant's Collateral Account, and his Loan Account shall be
closed subject to the granting of a new loan to the
Participant.
(f) Distributions from the Collateral Accounts
pursuant to Paragraph 13.3 shall only be made from amounts
within the Collateral Account which are in excess of 125% of
<PAGE>43
the outstanding balance of any loans, determined as of the most
recent Valuation Date.
(g) The granting and administration of a loan from
the Plan to a Participant shall be subject to further
provisions, conditions, or restrictions which the Committee in
its discretion may adopt from time to time on a uniform and
nondiscriminatory basis.
XVI. REHIRED EMPLOYEES
_________________
Should a former Participant, who terminated his
employment (including a Participant who had previously
transferred to any other division, subsidiary, or affiliate of
PacifiCorp or to a position within the Company but outside of
the Bargaining Unit), subsequently again become an Employee of
the Company and satisfy the eligibility criteria for
participation under Article III he may elect to rejoin the
Plan. A rehired Employee who was a prior Plan Participant will
be eligible to start participation on the first day of any
calendar quarter following his rehire date.
XVII. ADMINISTRATION
______________
17.1 The Employee Savings and Stock Purchase Plan
____________________________________________
Committee. The Plan shall be administered by an Employee
_________
Savings and Stock Purchase Plan Committee (the Committee)
consisting of at least five members who shall be appointed by
and serve at the pleasure of the President of PacifiCorp. The
Committee shall appoint its own chairman, vice chairman and
secretary, and shall act by a majority of its members, with or
<PAGE>44
without a meeting. The Committee shall maintain a written
record of any action taken.
The Trustee will be notified of the appointment and
termination of members of the Committee and of the appointment
and termination by the Committee of its chairman, vice chairman
and secretary, upon which notices the Trustee shall be entitled
to rely. The Committee shall have full power and authority to
administer the Plan and to interpret its provisions. Any
decision by the Committee shall be final and bind all parties.
The Committee shall have absolute discretion to carry out its
responsibilities. The Committee may designate a person, who may
or may not be a member of the Committee, as the Plan
Administrator, but if no such person is designated, the
Committee shall be the Plan Administrator. The Plan
Administrator shall have the responsibility for filing all
reports or other documents required to be filed with
governmental authorities and for providing information and
materials to Participants and their beneficiaries and shall
have such other responsibilities as may be provided by law or
as may be delegated by the Committee. Subject to the
limitations of the Plan, the Committee from time to time shall
establish rules for the administration of the Plan and the
transaction of its business.
The Committee may employ such agents and such
clerical and other services as it may deem advisable in
<PAGE>45
carrying out the provisions of the Plan, and may consult with
counsel, who may be counsel for the Company.
The Committee shall establish the funding policy of
the Plan consistent with the objectives of the Plan and
consistent with ERISA and communicate it to the Trustee.
The Committee shall by rule establish a claims
procedure under which each claimant will receive notice in
writing in the event any claim for benefits under the Plan is
denied; such notice shall set forth the specific reasons for
the denial. The claims procedure shall also provide an
opportunity for full and fair review by the Committee of any
denial of a claim, and shall afford the right to a claimant, if
he so desires, to appear before the Committee and make an oral
statement or to submit a written statement.
The Committee, the individual members thereof, and
the Plan Administrator, shall be indemnified by the Company, or
from the proceeds of insurance policies purchased by the
Company, against any and all liabilities arising by reason of
any act or failure to act made in good faith pursuant to the
provisions of the Plan, including expenses reasonably incurred
in the defense of any claim relating thereto.
17.2 Cost of Administration. The cost of administration
______________________
of the Plan shall be paid by the Plan, except to the extent
paid by the Company. All expenses directly relating to the
purchase or transfer of stock shall be included in the purchase
price of the stock allocated to the Participant's accounts;
<PAGE>46
provided, however, that no commissions will be paid with assets
of the Trust Fund in connection with the purchase of stock from
the Company.
XVIII. NON-ASSIGNABILITY
_________________
18.1 General Non-assignability. Subject to Article 18.2,
_________________________
the interest of any Participant in the Plan cannot be
hypothecated, assigned or alienated either voluntarily or
involuntarily except by operation of law.
18.2 Qualified Domestic Relations Order. The provisions
__________________________________
of Article 18.1 shall not apply to a "qualified domestic
relations order" as defined in Code section 414(p), as amended,
and those other domestic relations orders permitted to be
treated by the Committee under the provisions of the Retirement
Equity Act of 1984. The Committee shall establish a written
procedure to determine the qualified status of domestic
relations orders and to administer distributions under such
qualified orders. Further, to the extent provided under a
qualified domestic relations order, a former spouse of a
Participant shall be treated as the spouse or surviving
spouse for all purposes under this Plan.
XIX. BENEFICIARY
___________
Upon eligibility for Plan membership, a Participant
shall designate a Beneficiary to whom distribution of his
interest in the Trust Fund shall be made in event of his death
prior to the full receipt thereof. Such designation may,
without notice to the Beneficiary, be changed or revoked by the
<PAGE>47
Participant at any time. The designation of any Beneficiary
and any change or revocation thereof shall be made in writing
on forms provided by the Committee and shall not be effective
unless and until filed with the Committee. In the case of a
married Participant, any designation as Beneficiary of anyone
other than the spouse must include the written, notarized
consent of the spouse to such designation. If no Beneficiary
has been designated under this Plan and a Beneficiary has been
designated under the Retirement Plan of the Company, such
Beneficiary shall be deemed to be the Beneficiary under this
Plan. If a Participant or former Participant fails to
designate a Beneficiary under the Plan, and no Beneficiary has
been designated under the above-referenced Retirement Plan, or
if no designated Beneficiary survives the Participant or former
Participant, the amount payable upon the death of a Participant
or former Participant shall be paid to his surviving spouse,
or, if there is no surviving spouse, then to such Participant's
estate.
XX. ACCOUNTING AND VALUATION
________________________
20.1 Accounting. The Committee shall maintain, or cause
__________
to be maintained, records which accurately reflect the interest
of each Participant in the Trust, including all contributions,
income and withdrawals. Such records shall clearly distinguish
between and among an individual's Participant Basic Account,
Participant Basic Regular Account, Participant Basic Tax-Saver
Account, Participant Supplemental Account, Participant
<PAGE>48
Supplemental Regular Account, Participant Supplemental Tax-
Saver Account, Company Account, and Loan Account, as
applicable, and shall clearly represent the interest of each
Account in each Fund. Such records shall be kept primarily for
recordkeeping purposes in such manner as to permit
ascertainment of each Participant's interest as of each and
every Valuation Date and shall not require segregating the
Trust for each Account.
20.2 Valuation of Funds. As of each Valuation Date, the
__________________
Trustee shall compute the net value of each Fund by valuing the
assets of the Funds at fair market value using a method of
valuation uniformly applied by the Trustee and agreed to by the
Committee. The Committee shall allocate the Fund values to
accounts as of the valuation date. Appropriate adjustments
shall be made for any interim contributions or distributions
since the last valuation date. The allocation from each Fund
shall be in proportion to account balances on the valuation
date before adding any allocations or subtracting any
withdrawals or other distributions made as of that date.
Subject to special procedures in 20.4 below for PacifiCorp
Common Stock purchased but not yet allocated to participants'
accounts, dividends on PacifiCorp Stock shall be allocated to
the accounts of the participants in the amount paid on each
share in the participant's account.
20.3 Member Statement. At least once each year the
________________
Committee shall cause to be furnished to each Participant a
<PAGE>49
statement of the contributions made by him and the Company, and
the value of his Participant Account and Company Account. Said
statement shall contain such information as is necessary for
the Participant to clearly distinguish between contributions
and Plan income and shall include such other information as the
Committee may deem appropriate.
20.4 Allocation Procedure for PacifiCorp Common Stock.
________________________________________________
All PacifiCorp Common Stock purchased shall be held unallocated
until the end of the calendar quarter during which it was
purchased and shall at that time be duly allocated to
Participant's Accounts. The Trustee shall furnish such
information as is required by the Committee to determine the
average purchase price per share for each quarter as follows:
(1) Determine the number of shares bought during the
quarter.
(2) Determine the cost of the shares represented in
paragraph (1), immediately above. The cost shall be the amount
paid, including all brokerage fees, transfer taxes and any
other expenses incurred in connection with the purchase and
transfer of such stock.
(3) Determine the number of shares carried forward
from the preceding quarter as unallocated stock. Stock
forfeited during the preceding quarter shall be included.
(4) Determine the value of the shares represented in
paragraph (3), immediately above, by multiplying the number of
<PAGE>50
such shares by the average purchase price per share for the
preceding quarter.
(5) Determine the number of shares, if any,
attributable to the shares represented in paragraphs (1) and
(3) arising from the declarations during the quarter of stock
dividends and stock splits.
(6) Determine the total cash dividends paid during
the quarter which are attributable to the shares represented in
paragraphs (1), (3) and (5).
(7) Add (2) and (4), subtract (6), and divide the
result by the sum of (1), (3) and (5). The resultant amount is
the average purchase price per share for the quarter.
After the average purchase price per share for the
quarter has been determined, the shares taken into account in
such determination shall be appropriately allocated by the
Committee at such price to the Participant's Accounts in
accordance with the Plan. This stock shall be allocated in
units of 1/10,000 of a share. Any stock that cannot be so
allocated shall remain unallocated and be carried forward to
the next quarter.
20.5 Allocation Procedure for Other Funds. Investment
____________________________________
funds other than the PacifiCorp Common Stock Fund shall be held
unallocated until the end of the calendar quarter during which
the investments were purchased and shall at that time be duly
allocated to Participants' Accounts in a reasonable manner as
<PAGE>51
prescribed by the Committee. The Trustee shall provide such
information as is necessary for these allocations.
XXI. MODIFICATION OR TERMINATION OF THE PLAN
_______________________________________
The Company expects to continue the Plan
indefinitely, but it necessarily reserves the right to amend,
including retroactively, or terminate, in whole or in part, the
Plan at any time, subject to the Company's obligations under
any collective bargaining agreement. No amendment shall reduce
the balances in any Participant's Account. In the event of
termination or partial termination of the Plan or upon complete
discontinuance of Company Matching Contributions under the
Plan, the entire Participant Account shall be vested as
described in Section XII. The Plan may be wholly or partially
amended, otherwise modified, or terminated at any time by the
Board of Directors. The president of PacifiCorp may amend the
Plan to make technical, administrative or editorial changes on
advice of counsel to comply with applicable law or to clarify
the Plan.
XXII. MISCELLANEOUS
_____________
The Company, the Board of Directors, the Committee
(including any subcommittees and individual members thereof),
the Plan Administrator, the Trustee, and any person who is
deemed to be a fiduciary under the Plan, shall not be liable
for a breach of fiduciary responsibility of another fiduciary
under the Plan except to the extent (a) it shall have
<PAGE>52
participated knowingly in, or knowingly undertaken to conceal,
an act or omission of such fiduciary, knowing such act or
omission was a breach of such fiduciary's responsibilities, (b)
it shall have, through a breach of its fiduciary
responsibilities, enabled such fiduciary to commit a breach of
its fiduciary responsibilities, or (c) it shall have knowledge
of a breach of fiduciary responsibilities by such fiduciary,
unless it has made reasonable efforts to remedy the breach.
The Company, the Board of Directors, and the
Committee (including any subcommittees and individual members
thereof) and the Plan Administrator shall not be liable for
acts or omissions of (a) any person or persons to whom any
authority, power or responsibility has been allocated pursuant
to Article XVII or (b) any person or persons who have been
designated to carry out such authority power or responsibility
pursuant to Article XVII except to the extent (i) it shall have
violated its fiduciary responsibilities with respect or
implementation of the allocation or designation procedures of
Article XVI or the continuation of any such allocation or
designation, or (ii) it would otherwise be liable under this
Article XXII.
Neither the Company, the Committee, the Plan
Administrator, nor the Trustee guarantee the Trust Fund in any
manner against loss or depreciation.
In the event of any merger or consolidation of the
Plan with, or transfer of any assets or liabilities of the Plan
<PAGE>53
to, any other plan, each Participant shall be entitled to
receive a benefit immediately after such merger, consolidation
or transfer (computed as if such other plan had then
terminated) which is equal to or greater than the benefit he
would have been entitled to receive immediately before such
merger, consolidation or transfer (computed as if the Plan had
then terminated).
XXIII. APPLICABLE LAW
______________
The Plan shall be governed by and construed in
accordance with the laws of the State of Utah, except as
otherwise provided by the laws of the United States.
AMENDED AND RESTATED PLAN EXECUTED AS FOLLOWS EFFECTIVE
GENERALLY JANUARY 1, 1991:
_______________________________________________________
PACIFICORP
By A.M. GLEASON
_______________________________
Executed: September 15, 1992
AMENDMENT NO. 1 EXECUTED AS FOLLOWS EFFECTIVE GENERALLY
JANUARY 1, 1991:
_______________________________________________________
Company PACIFICORP
By FREDERICK W. BUCKMAN
______________________________
Frederick W. Buckman
Executed: March 30, 1994
<PAGE>54
APPENDIX A
Optional Distribution of Amounts Transferred from the Utah
__________________________________________________________
Power & Light Company Mining Division Employee Pension Plan
___________________________________________________________
Notwithstanding other provisions of Article XIV of
the Plan to the contrary, former members of the Utah Power &
Light Company Mining Division Employee Pension Plan (Mining
Plan) who, upon termination of the Mining Plan, transferred
their balance in the Mining Plan to the Supplemental Portion of
the Plan, may separately and alternatively elect to receive
their entire balance in the Plan (and earnings thereon) in the
form of a 50 percent joint and survivor annuity.
<PAGE>55
APPENDIX B
Employees Transferred from PacifiCorp
_____________________________________
For determining periods of continuous service under
Article V. Employee Contributions, prior service with any
other PacifiCorp division, subsidiary, or affiliate shall be
recognized for each former employee of such division,
subsidiary, or affiliate who is directly transferred to Utah
Power & Light Company. Similarly, any such service within
PacifiCorp shall not be considered a One-Year-Break-in-Service
for Employees hired or rehired by Utah Power & Light Company.
<PAGE>56
APPENDIX C
Service for Certain Mining Division Employees
_____________________________________________
Notwithstanding other provisions of Article III and V
to the contrary, for purposes of eligibility and contribution
percentage, Years of Service for employees who were hired by
the Company as a result of the Company's acquisition of the
assets of Emery Mining Corporation on April 27, 1986 and who
subsequently became eligible to participate in the Plan
effective July 1, 1986 shall include all prior service with
Emery Mining Corporation and with its predecessors in the
operation of the Company's coal mines.
<PAGE>57
APPENDIX D
Compensation Limit (IRS Model Amendment)
________________________________________
The purpose of this Appendix D is to set forth Model
Amendment 1 (as published in IRS Notice 88-131 (1988-52 I.R.B.
1) and incorporated in the Plan effective as of March 31, 1989)
to comply with the Tax Reform Act of 1986 and Section 411(d)(6)
of the Code. Except where the context clearly indicates to the
contrary, terms used in this Appendix D shall be interpreted
consistent with terms used and defined in the Plan.
In addition to other applicable limitations which may
be set forth in the Plan and notwithstanding any other contrary
provision of the Plan, compensation taken into account under
the Plan shall not exceed $200,000, adjusted for changes in the
cost of living as provided in section 415(d) of the Internal
Revenue Code, for the purpose of calculating a Plan
Participant's accrued benefit (including the right to any
optional benefit provided under the Plan) for any Plan Year
commencing after December 31, 1988. However, the accrued
benefit determined in accordance with this provision shall not
be less than the accrued benefit determined on March 31, 1989
without regard to this provision.
Notwithstanding the preceding sentence, the accrued
benefit of any Plan Participant who is a Highly Compensated
Employee, within the meaning of section 414(q) of the Code, is
reduced to the extent a benefit has accrued with respect to
compensation in excess of $200,000 during the 1989 Plan Year
before the later of the adoption or effective date of this
provision.
<PAGE>58
APPENDIX E
Transfers To and From Bargaining Unit Positions
_______________________________________________
Effective January 1, 1991, transfers of employment to
and from positions represented by the Bargaining Unit shall
affect participation in the Plan.
Should a Participant transfer his employment from a
position represented by the Bargaining Unit (defined in Section
2.1 of the Plan) to another position within PacifiCorp but
outside of the Bargaining Unit, active participation in the
Plan shall cease effective with the date of such transfer. As
soon as practicable after the next Valuation Date following the
date of the change in employment status, the Participant's
account balance within the Plan shall be transferred to the
PacifiCorp defined contribution plan covering the former
Participant's new position within PacifiCorp. The account
balance shall be valued as follows: Basic and Fund I shares on
the Valuation Date will be transferred along with any earned
dividends; proceeds from the sale of Fund II and IV units based
on the Valuation Date at the market value on the date of the
transfer; Fund III value at the Valuation Date plus any accrued
interest and dividends to date of transfer.
Should a former Plan Participant transfer his
employment from a position outside of the Bargaining Unit to a
position represented by the Bargaining Unit, he shall become
eligible to commence participation as soon as practicable
following his transfer date. He shall also be permitted to
transfer into the Plan the assets associated with his account
balance in the PacifiCorp defined contribution plan under which
he was covered prior to his reemployment under this Plan.
<PAGE>
EXHIBIT (4)(f)
MASTER TRUST AGREEMENT
BETWEEN
PACIFICORP
(SUCCESSOR TO UTAH POWER & LIGHT COMPANY)
AND
FIRST INTERSTATE BANK OF UTAH, N.A.
AS TRUSTEE
FOR
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
<PAGE>1
MASTER TRUST AGREEMENT
______________________
THIS AGREEMENT is made and entered into this 23rd day
of December, 1992, by and between PACIFICORP, an Oregon
corporation, (the "Company") successor to UTAH POWER & LIGHT
COMPANY, a Utah corporation, ("Pre-Merger UP&L") and FIRST
INTERSTATE BANK OF UTAH, N.A., (the "Trustee" or "Master
Trustee").
W I T N E S S E T H:
WHEREAS, the Company, on January 9, 1989, adopted the
Utah Power & Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp (the "Plan") as an amendment, restatement
and continuation of the Utah Power Employee Savings and Stock
Purchase Plan (the "Prior Plan"), which Prior Plan was adopted
by UP&L in 1968 for the benefit of eligible UP&L employees and
has been amended from time to time thereafter and has remained
continuously in effect; and
WHEREAS, First Interstate Bank of Utah, N.A., and its
predecessor, Walker Bank & Trust Company, has at all times
since the adoption of said Plan acted as Trustee therefor
pursuant to an Agreement and Declaration of Trust entered into
between UP&L and said Trustee; and
WHEREAS, the Company is the successor of the merger
of PacifiCorp, a Maine corporation, and Pre-Merger UP&L, which
merger occurred on January 9, 1989, and which resulted in Pre-
Merger UP&L becoming a division of the Company ("UP&L"); and
<PAGE>2
WHEREAS, the Company has now determined that it is in
the best interest of the company and of the UP&L employees
covered by the Plan to amend and revise said Plan and establish
for the Plan a new Master Trust with a trustee to hold and
invest the assets of the Plan in accordance with the provisions
of this Master Trust Agreement (the "Agreement"); and
WHEREAS, the Trustee is willing to hold and invest
such assets pursuant to the terms of this Agreement and in
accordance with said Plan.
NOW, THEREFORE, in consideration of the mutual
covenants herein contained, the Company and the Trustee do
covenant and agree as follows:
I. TRUSTEE ACCEPTANCE
__________________
The Trustee hereby accepts its appointment effective
as of January 9, 1989 as Master Trustee of the Utah Power &
Light Company Employee Savings and Stock Purchase Plan of
PacifiCorp and covenants that it will hold any and all funds
and property which it may receive from time to time as Trustee
under the Plan in trust for the uses and purposes and upon the
terms and conditions herein stated.
II. PLAN ADMINISTRATOR
__________________
The Plan will be administered by the Employee Savings
and Stock Purchase Plan Committee (the "Committee"), appointed
by the President of the Company (the "President"). The
Committee has
<PAGE>3
full power and authority to administer the Plan and interpret
its provisions. Notices, instructions or any
other communication between the Committee and the Trustee will
be in written form, and if sent by the Committee shall be
signed by the Chairman, Vice Chairman, or Secretary or any two
members of the Committee. The Trustee shall be entitled to
rely on any such signed communications received. The Trustee
will be advised by the Secretary of the Company of the names of
Committee officers and members and of all subsequent
replacements, or additions to the Committee membership.
III. TRUST FUND
__________
A. The Company hereby establishes with the Trustee
a Master Trust (the "Trust") consisting of all assets
heretofore transferred to it as Trustee under the prior trust
established by Pre-Merger UP&L to fund the Plan and all
contributions hereafter transferred to it from time to time
pursuant to this Trust. All such assets and contributions,
together with the income therefrom and any other increments
thereon, less all payments and charges which may be authorized
under this Master Trust Agreement, shall constitute the "Trust
Fund" to be held in trust and dealt with in accordance with the
provisions of this Agreement.
B. The Trust Fund created hereby shall be comprised
of cash contributions from UP&L and from each UP&L employee who
is a participant in the Plan, and of the undistributed
securities and earnings thereon, purchased with such
contributions. UP&L shall collect all employee contributions
and transmit them,
<PAGE>4
together with UP&L contributions, in cash, to the Trustee. All
such employee and UP&L contributions and all other cash and
securities received under the Plan by the Trustee from time to
time shall be held in trust hereunder as the Trust Fund. The
Trustee shall have no responsibility to determine whether the
amount of any such contributions is in accordance with the Plan
and shall have no duty to collect or enforce payment to it of
any employee or UP&L contribution.
C. The Trust Fund shall be used for the exclusive
benefit of the participants and their beneficiaries covered by
the Plan. Nothing herein, however, shall be construed to
prevent any right of return or refund of assets of the Trust
Fund to UP&L as authorized under or as is consistent with the
Plan or to restrict the use of such assets for the payment of
taxes, costs and fees of administration or other charges
properly assessed against the Trust Fund under the Plan or
pursuant to this Agreement.
D. No part of the Trust Fund shall revert to or be
recoverable by the Company or UP&L, nor be used for or diverted
to purposes other than the exclusive purpose of providing
benefits to the members or their beneficiaries, in accordance
with the provisions of the Plan, and for costs and fees of
administration of the Plan.
<PAGE>5
IV. CUSTODY, SEGREGATION AND INVESTMENT
___________________________________
The Trust shall consist of the following components:
A. Contributions made by employees and UP&L for
purchase of common stock of the Company which contributions and
stock purchased therefrom and all earnings thereon are
designated as the "Basic Portion of the Plan" as defined in
Article II, paragraph 2.1 of the Plan. Such contributions,
stock and earnings shall be held as the "Basic Portion of the
Trust Fund".
B. Additional contributions made by employees and
invested in the various funds hereinafter described, together
with all stock or other securities purchased with said
contributions and all earnings and dividends thereon,
collectively designated as the "Supplemental Portion" of the
Plan, as defined in Article II, paragraph 2.1 of the Plan.
Such contributions, dividends and earnings shall be held as the
"Supplemental Portion of the Trust.Fund".
V. SUPPLEMENTAL PORTION OF TRUST FUND
__________________________________
The Supplemental Portion of the Trust Fund will
consist of the following separate funds, designated
respectively as "Fund I", "Fund II", "Fund III" and "Fund IV".
Fund I will be invested in Common Stock of the
Company, and will be designated as the "PacifiCorp Common Stock
Fund".
Fund II will be an equity investment fund, invested
primarily in equity securities and securities convertible into
equity securities, and will be designated as the "Equity
Investment Fund".
<PAGE>6
Fund III will be a fixed income investment fund,
invested in a guaranteed interest contract or comparable fixed
income investment providing for a guaranteed rate of interest
for a fixed period of time, and will be designated as the
"Fixed Income Investment Fund."
Fund IV will be a balanced investment fund, invested
in a combination of equity and fixed income securities and will
be designated as the "Balanced Investment Fund".
VI. INVESTMENT OF TRUST FUNDS
_________________________
A. Basic Portion and Fund I Investment (PacifiCorp
_______________________________________________
Common Stock Fund).
__________________
The Trustee shall promptly invest all funds
contributed under the Basic Portion of the Plan and
supplemental funds contributed to Fund I in common stock of
PacifiCorp ("Pacificorp Common Stock").
Such investment shall be made from time to time in
the open market or by private purchase (including by
subscription of any unissued stock) at such prices as the
Trustee may determine in its absolute and uncontrolled
discretion; provided, however, that a private purchase may not
be made at a price greater than the closing composite price of
PacifiCorp Common stock on the New York Stock Exchange and the
Pacific Exchange on the business day next preceding the date of
such purchase, during which any sale of PacifiCorp Common Stock
has been made on such exchange; and provided further that no
subscription of any unissued stock shall be made at a price
greater than the subscription price offered
<PAGE>7
publicly. Any rights, warrants or options which are issued
with respect to the stock held in the Trust Fund shall be
exercised or sold by the Trustee in its discretion and any
funds resulting therefrom will accrue for the Trust Fund. The
Trustee may purchase PacifiCorp Common Stock under its Dividend
Reinvestment and stock Purchase Plan, as from time to time
amended, or under any other similar plan made available to all
holders of shares of PacifiCorp Common stock of record which
may be in effect from time to time, at the purchase price
provided for in such plan. The Trustee may retain in the Trust
Fund such reasonable amount of cash as it may from time to time
determine necessary. The Trustee shall have no obligation to
pay interest on any cash held in the Trust Fund. However,
pending investment, contributions of UP&L and participants,
dividends and interest, the cash proceeds of the sale of
securities by the Trustee and any other income from the assets
of a fund may be temporarily invested as determined by the
Trustee.
B. Fund II and Fund IV Investment (Equity
______________________________________
Investment Fund and Balanced Investment Fund)
_____________________________________________
One or more "Investment Managers"' will be selected
in accordance with the Plan document and will be responsible
for investment of all Fund II funds in equity securities and
Fund IV funds in a combination of equity and fixed income
securities. The Trustee shall be notified by the Committee of
the portion of Fund II and Fund IV for which each investment
manager is responsible.
<PAGE>8
The terms and conditions of appointment, authority
and retention of such Investment Manager, and establishment of
guidelines for investment, shall be the sole responsibility of
the appointing authority designated in the Plan. The Trustee
shall not be liable for any losses to the Trust Fund from
assets disposed of or acquired pursuant to directions given by
such Investment Manager.
The Trustee shall be the custodian of all cash and
securities in Fund II and Fund IV.
The Trustee shall settle purchases and sales of
assets of Fund II and Fund IV upon the direction of the
Investment Manager (s). No Investment Manager shall provide,
directly or indirectly, brokerage services to the Plan. The
Investment Manager shall issue orders for the purchase or sale
of securities directly to a broker or dealer. Telephone
notification, followed by written notification, of the issuance
of each such order shall be given promptly to the Trustee by
the Investment Manager and the execution of each such order
shall be confirmed by the broker to the Investment Manager and
to the Trustee. Such notification shall be authority to the
Trustee to receive securities purchased against payment
therefor and to deliver securities sold against receipt of the
proceeds therefrom, as the case may be. The Trustee shall
periodically evaluate the amount of brokerage commissions paid
with respect to investments directed by the Investment Manager
in order to determine that such commissions are overall
reasonable and do not exceed normal commissions for comparable
brokerage transactions. If the Trustee concludes that
<PAGE>9
the commissions are excessive, it shall report this conclusion
immediately to the President.
The Trustee shall not be liable for the acts or
omissions of the Investment Manager unless the Trustee
knowingly participates in, or knowingly undertakes to conceal,
an act or omission of such Investment Manager knowing such act
or omission constitutes a breach of fiduciary responsibility by
the Investment Manager. The performance by the Trustee of
execution of trades, custody, reporting, recording, and
bookkeeping with respect to Fund II and Fund IV shall not be
deemed to give rise to any participation of knowledge on the
part of the Trustee. If the Trustee has other knowledge of a
breach committed by the Investment Manager, it shall notify the
President.
C. Fund III Investment (Fixed Income Investment Fund)
__________________________________________________
The Trustee is hereby authorized, and will have sole
responsibility therefor, to negotiate and implement a
guaranteed interest contract or comparable fixed income
investment providing for a guaranteed rate of interest for a
fixed period of time or for investment in other fixed income
securities for all employee Supplemental Contributions
designated for Fund III. Such investment shall be negotiated
with one or more established insurance companies or other
funding agent offering such form of investment.
VII. POWERS OF THE TRUSTEE
_____________________
In addition to the power set forth in Paragraph VI
above, the Trustee shall have the following powers and
authority
<PAGE>10
in the administration of this Trust:
A. To purchase, receive or subscribe for any
securities or other property;
B. To sell, exchange or transfer any securities or
other property at public or private sale for cash or on credit;
C. To exercise any conversion privilege or
subscription right available in connection with any such
property; to oppose or to consent to the reorganization,
consolidation, merger or readjustment of the finances of any
corporation, company or association, or to the sale, mortgage,
pledge or lease of property-of any corporation, company or
association any of the securities of which may at any time be
held by it arid to do any act with reference thereto, including
the exercise of options, the making of agreements or
subscriptions and the payment of expenses, assessments or
subscriptions, which may be deemed necessary or advisable in
connection therewith and to hold and retain any securities or
other property which it may so acquire; and to deposit any such
property with any protective, reorganization or similar
committee, to delegate discretionary power to any such
committee and to pay any of the expenses and compensation of
any such committee and any assessments levied with respect to
any property so deposited;
D. To commence or defend suits or legal proceedings
and to represent the Trust in all suits or legal proceedings;
to settle, compromise or submit to arbitration any claims,
debts or damages due or owing to or from the Trust, provided
that the
<PAGE>11
Trustee shall retain the right, in its sole discretion, to
bring, join in or oppose any such suits, proceedings,
settlements or arbitrations where it may be adversely affected
by the outcome, individually or as Trustee, or where it is
advised by counsel that such action is required by the act or
other applicable law;
E. To exercise, personally or by general or limited
power of attorney, any right, including the right to vote,
appurtenant to any securities or other property;
F. The Trustee, with respect to that portion of the
Trust Fund which it is managing, or pursuant to direction of an
Investment Manager, may invest and reinvest cash for short-term
purposes. The Trustee may, in its discretion, invest and
reinvest such cash in savings accounts, repurchase agreements,
commercial paper, and certificates of deposit with any
financial institution, including the banking department of
Trustee or any company affiliated with Trustee, and purchase,
hold and sell U.S. Treasury Bills, commercial paper, bankers
acceptances and similar investments, including commingled or
collective funds, composed of such investments.
VIII. DISCRETIONARY POWERS OF TRUSTEE
_______________________________
The Trustee shall have the following powers and
authority to be exercised in its sole discretion with respect
to the Trust Fund:
A. To engage any legal counsel, who may be counsel
to the Company, UP&L or the Committee, and any other suitable
advisors or agents, to consult with such counsel or other
<PAGE>12
suitable advisors or agents with respect to the construction of
the Agreement, the duties of the Trustee hereunder, or any act
which the Trustee proposes to take or omit, to rely upon the
advice of such counsel or other advisors and to pay their
reasonable fees, expenses and compensation;
B. To register any securities held by it in its own
name or in the name of a nominee or any custodian of such
property, including the nominee of any system for the central
handling of the securities, with or without the addition of
words indicating that such securities are held in a fiduciary
capacity, to deposit or arrange for the deposit of any such
securities with such a system and to hold any securities in
bearer form;
C. To make, execute and deliver, as Trustee, any
and all contracts, waivers, releases or other instruments in
biting necessary or proper for the accomplishment of any of the
foregoing powers;
D. To perform all acts, whether or not expressly
authorized, which the Trustee may reasonably deem necessary or
desirable for the protection of the Trust Fund.
IX. ADMINISTRATIVE FUNCTIONS PERFORMED BY TRUSTEE
_____________________________________________
The Trustee, pursuant to written instructions from
the Committee, will disburse participants' Hardship Withdrawals
and Loans, from a participant's account(s) as provided by the
Plan. Applications for such Hardship Withdrawals and Loans
will be taken and administered by the Committee for and on
behalf of the Plan. Specific instructions for payment of all
such approved
<PAGE>13
Hardship Withdrawals and Loans will thereupon be transmitted in
writing to the Trustee who will make such payment from trust
funds attributable to the Hardship and Loan applicant's
individual account(s). With respect to Loans, the Trustee will
submit to UP&L the individual amounts for each approved loan
accompanied by a promissory note which UP&L will have executed
by the loan applicant and a copy of such note will be returned
to the Trustee to be retained as part of the Trust assets.
Loans will be repaid by means of payroll deductions which will
be promptly forwarded to the Trustee and credited to the
individual participant's loan account.
X. ACCOUNTS AND RECORDS; TRUST YEAR
________________________________
A. The trust year for purposes of accounting and
record keeping shall be the calendar year.
B. The Trustee shall keep accurate and detailed
accounts of all investments, receipts and disbursements and
other transactions hereunder, for its own account as Trustee
and the account of the Investment Manager, and all accounts,
books and records relating thereto shall be open to inspection
by any person designated by the Committee, UP&L or the Company,
at all reasonable times. The Trustee shall present and file
quarterly with the Committee a written report setting forth all
investments, receipts and disbursements, and other transactions
effected by it and by said Investment Manager during such
quarterly period and containing an exact description of all
securities purchased and sold, the cost or net proceeds of
sale,
<PAGE>14
and showing a complete listing of the securities and
investments held at both cost and market value. The Trustee
shall also file quarterly with the Committee a summary of
receipts and disbursements, a listing of all transactions and a
complete listing of all investments at both cost and market
value. A similar quarterly report relating to each
participant's account(s) will be prepared and mailed by the
Committee to each participant.
C. UP&L, acting through the Committee, shall
maintain appropriate accounts for each participant showing UP&L
and employee cash contributions, allocation of stock purchased
and investment earnings. The Trustee shall maintain stock
purchase records and shall supply to the Committee and/or
participants sufficient information to determine the average
price per share paid for stock purchased under the Basic and
Fund I portion of the Plan.
D. The Trustee may accept as correct and rely on
any information furnished by the Company, by UP&L or by the
Committee, and may not require an audit or disclosure of the
records of the Company, of UP&L or of the Committee.
XI. EXPENSES AND COMPENSATION
_________________________
A. The Trustee shall be entitled to such reasonable
compensation as may be agreed upon in writing from time to time
by the Committee and the Trustee. The expenses and costs of
administration, except brokerage fees and commissions, incurred
by the Trustee in the performance of its duties, including fees
<PAGE>15
for reasonable services rendered to the Trustee by any other
person, firm or corporation other than the Company, Up&L, their
counsel and accountants, shall be paid from assets of the Trust
Fund, except to the extent paid by UP&L.
B. Investment Manager fees, and all brokerage fees
and commissions for the Basic Portion of the Trust Fund, Fund
I, Fund II and Fund IV will be paid from the assets of the
respective fund for which such fees and commissions were
incurred.
XII. VOTING
______
A. Company Common Stock Purchased Under the Basic
______________________________________________
Portion of the Trust Fund and Fund I
____________________________________
A copy of all soliciting materials which PacifiCorp
sends to registered holders of its Common Stock shall be sent
promptly by the Company to each participant before each
stockholders' meeting. The Company shall also give each
participant a form addressed to the Trustee on which he can
give confidential instructions on how the full shares of
PacifiCorp Common Stock credited to his account, as of the
allocation date preceding the record date for each
stockholders' meeting, are to be voted. Upon timely receipt of
such instructions, the Trustee shall vote the stock as
instructed. The instructions received by the Trustee from the
participants shall be held in strictest confidence and shall
not be divulged or released by the Trustee to the Company or
UP&L, or to any officer or employee of the Company of UP&L. No
instructions from participants shall be
<PAGE>16
requested with respect to fractional shares, which shall be
voted by the Trustee. The Trustee shall vote, in such manner
as it shall determine, the unallocated shares of pacificorp
Common Stock and the shares of PacifiCorp Common Stock for
which it receives no instruction.
B. The Trustee may vote shares of stock in the
Equity Investment Fund (Fund II) and the Balanced Fund (Fund
IV) in its discretion.
XIII. STOCK DISTRIBUTION ON TERMINATION OF PARTICIPANT
________________________________________________
At the end of each quarter, the Committee shall, in
writing, inform the Trustee of the name and address of each
Participant or his beneficiary then entitled to distribution
and the amount of PacifiCorp Common Stock and cash to be
distributed to him. Thereafter, the Trustee shall procure and
deliver to each named participant or beneficiary, as the case
may be, a stock certificate for the total number of whole
shares of PacifiCorp Common Stock to which he is entitled, as
determined by the Committee, and the Trustee's check for the
current market value of any fractional share and for any cash
to which he is then entitled as determined by the Committee
under the Basic Portion of the Trust Fund and from Fund I.
Distributions from Fund II, Fund III and Fund IV will be made
in a singles payment in cash. The value of distributions from
Fund II and Fund IV shall be determined as of the date the
distribution is processed. The value of distributions from
Fund III shall be determined as of the close of business on the
last business day
<PAGE>17
of the prior calendar quarter. The Trustee shall have the
power to sell any stock, or securities held in the Trust for
the purpose of accomplishing cash distribution.
XIV. RESIGNATION OR REMOVAL OF TRUSTEE
_________________________________
The Trustee may be removed by the President at any
time upon sixty (60) days' written notification to the Trustee
or after shorter notification if acceptable to the Trustee.
The Trustee may resign at any time upon sixty (60) days'
written notification to the President or after shorter
notification if acceptable to the president. Upon removal or
resignation of the Trustee, the President shall appoint and
designate a successor Trustee to act hereunder after the
effective date of such removal or resignation. Each successor
Trustee shall have the powers and duties herein conferred upon
the Trustee. Upon such designation or appointment of a
successor Trustee, the Trustee shall assign, transfer and pay
over to such successor Trustee the Trust assets, and thereupon
the Trustee shall be relieved of any obligation for the future
management of such assets. It such event, UP&L shall, upon
demand, promptly pay to the Trustee all proper expenses of the
Trustee, including reasonable expenses incurred in connection
with the assignment and transfer of the Trust assets to the
successor Trustee.
<PAGE>18
XV. MODIFICATION AND TERMINATION
____________________________
The Company reserves the right at any time, and from
time to time, and with prompt notification to the Trustee, to
modify, amend or terminate, in whole or in part, any or all of
the provisions of this Agreement, provided that the duties,
responsibilities and liabilities hereunder of the Trustee shall
not be substantially increased without its written consent.
Amendments may be made effective retroactively to the extent
permitted by applicable law and regulations. In the event the
Plan is terminated, this Trust shall continue until all of the
Trust Fund has been distributed to participants and their
beneficiaries in accordance with the terms of the Plan in
effect at the time of its termination.
XVI. SUCCESSION
__________
This Agreement shall be binding upon the respective
successors and assigns of the Trustee and the Company. Any
Company which shall, by merger, consolidation, purchase or
otherwise, succeed to the trust business of the Trustee shall,
upon succession and without appointment or other action, be and
become successor Trustee hereunder. In the event of such
occurrence, the President may remove such successor Trustee by
written notice. The removal date shall be specified in the
notice and the 60-day advance written notice requirement of
Section XIV shall not apply.
<PAGE>19
XVII. ACKNOWLEDGEMENT OF FIDUCIARY RESPONSIBILITY
___________________________________________
The Trustee acknowledges that it is a fiduciary of
the Plan with respect to investment, management and control of
the assets of the Trust Fund. The Trustee shall discharge all
of its duties and exercise all of its powers hereunder
(i) solely in the interest of the participants and their
beneficiaries under the Plan, (ii) for the exclusive purpose of
providing benefits to such participants and beneficiaries and
defraying reasonable expenses of administering the Plan, and
(iii) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man who is
familiar with such matters would use in discharging such duties
and exercising such powers.
XVIII. RELIANCE ON COMMUNICATIONS
__________________________
Communications to the Company shall be addressed to
PacifiCorp, 700 N.E. Multnomah, Suite 1600, Portland, Oregon
97232-4116 Attention: Office of the President. Communications
to UP&L or the Committee shall be addressed to UP&L, or to the
Committee in care of UP&L, as the case may be, at One Utah
Center, Suite 700, Salt Lake City, Utah 84140, Attention:
Employee Savings & Stock Purchase Plan Committee or to the
Employee Savings & Stock Purchase Plan Secretary at 920 S.W.
Sixth Avenue - 1100 PSB, Portland, Oregon 97204; provided,
however, that upon the Company's written request, such
communication shall be sent to such other address as the
Company or UP&L may specify.
Communications to the Trustee shall be addressed to
it at
<PAGE>20
Trust and Financial Services Division, First Interstate Bank of
Utah, N.A., 180 South Main Street, Salt Lake City, Utah
84141-1604, Attention: Employee Benefit Officer; or at such
other address as Trustee shall direct in writing.
No communication shall be binding until it is
received.
XIX. NON-ALIENATION
______________
Except as provided in Article XV of the Plan, with
respect to Participant's Loans, no interest in any payments
under the Trust shall be subject in any manner to alienation by
anticipation, sale, transfer, assignment, bankruptcy, pledge,
attachment, charge or encumbrance of any kind, and any attempt
to so alienate, sell, transfer, assign, pledge, attach, charge
or otherwise encumber any such amount, whether presently or
thereafter payable, shall be void. Neither shall the Trust
Fund be in any manner liable for or subject to the debts or
liabilities of any person entitled to any amount payable under
the participating Plans and the Trust.
XX. MISCELLANEOUS PROVISIONS
________________________
A. Notwithstanding any other provisions herein,
this Agreement is entered into with the intention that the
Trust established thereunder shall be a qualified and exemPt
trust under the provisions of the Internal Revenue Code and
regulations issued thereunder with respect to employees' trusts
so that contributions to the Trust may continue to be deducted
for Federal Income Tax purposes, within the limits of such code
and
<PAGE>21
regulations, and to be non-taxable to participants when
contributed. The parties contemplate that the Company will
request a determination letter from the Internal Revenue
Service that the Trust so qualifies. If a favorable
determination should be denied for any reason, the parties may
amend this Trust Agreement retroactively to qualify. In
addition, if any contribution is made by a mistake of fact,
such contribution shall, upon the direction of the Committee,
which shall be given in conformity with the provisions of the
Act, be returned, without liability to any person, within one
(1) year after the payment of such contribution. If a
contribution by UP&L is conditioned upon deductibility under
Section 404 of the Internal avenue Code, then to the extent
deductibility is disallowed the contribution shall, upon
direction of the Company, which shall be given in conformity
with the provisions of the Act, be returned to UP&L, without
liability to any person, within one (1) year after the
disallowance of the deduction.
B. Titles to the Sections of this Agreement are
included for convenience only and shall not control the meaning
or interpretation of any provisions of the Agreement.
C. To the maximum extent consistent with the Act,
this Agreement and the Trust established hereunder shall be
governed by and construed, enforced, and administered in
accordance with the laws of the State of Utah.
<PAGE>22
XXI. INDEMNIFICATION
_______________
In recognition of the burden of litigation which may
be imposed upon the Trustee as a result of an act or omission
over which it has no responsibility or control and
consideration for the Trustee's entry into this Agreement:
The Company agrees to indemnify the Trustee,
individually and as Trustee, against all liabilities and claims
(including reasonable attorneys' fees and expenses in defending
against such liabilities and claims) against the Trustee
arising from any action taken or omitted by the Trustee at the
direction of the Company, UP&L or the Committee.
<PAGE>23
The undertakings of this Section XXI shall survive
the amendment or termination of this Agreement or the
resignation or removal of the Trustee and shall be construed a
contract between the Company and the Trustee under the laws of
the State of Utah.
IN WITNESS WHEREOF, this Master Agreement has been
duly executed by the parties hereto as of the day and year
first above written.
PACIFICORP
By A. M. GLEASON
__________________________
President
ATTEST:
SALLY A. NOFZIGER
_______________________________
Corporate Secretary
FIRST INTERSTATE BANK OF
UTAH, N.A.
By ROD R. CUSHING
__________________________
Vice President &
Title Employee Benefits Manager
__________________________
ATTEST:
ANTHONY A. VAZULIK
_______________________________
<PAGE>24
STATE OF OREGON )
): ss.
COUNTY OF MULTNOMAH )
On the 23rd day of December, 1992, personally
appeared before me A. M. Gleason and Sally A. Nofziger, who
being by me duly sworn did say, each for himself, that he, the
said, A. M. Gleason is the President, and she, the said
Sally A. Nofziger is the Corporate Secretary of PACIFICORP, and
that the within and foregoing instrument was signed in behalf
of said corporation by authority of a resolution of its Board
of Directors, and said A. M. Gleason and Sally A. Nofziger each
duly acknowledged to me that said corporation executed the same
and that the seal affixed is the seal of said corporation.
DOROTHY L. SKINNER
____________________________
Notary Public
My Commission Expires: Residing in:
9/4/93 Portland, Oregon
_______________________________ ____________________________
<PAGE>25
STATE OF UTAH )
): ss.
COUNTY OF SALT LAKE )
On the 11th day of December, 1992, personally appeared
before me Rod R. Cushing and Anthony A. Vazulik, who being by
me duly sworn did say, each for himself, that he, the said,
Rod R. Cushing is the Vice President & Employee Benefits
Manager, and he, the said Anthony A. Vazulik is Assistant Vice
President & Employee Benefits Officer of FIRST INTERSTATE BANK
OF UTAH, N.A., and that the within and foregoing instrument was
signed in behalf of said corporation by authority of a
resolution of its Board of Directors, and said Rod R. Cushing
and Anthony A. Vazulik each duly acknowledged to me that said
corporation executed the same and that the seal affixed is the
seal of said corporation.
ANNETTE MAYER
____________________________
Notary Public
My Commission Expires: Residing in:
2/8/96 Salt Lake
_______________________________ ____________________________
(SEAL)
<PAGE>
EXHIBIT (5)
April 6, 1995
PacifiCorp
700 NE Multnomah
Suite 1600
Portland, OR 97232
We have acted as counsel to PacifiCorp (the
"Company") in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering interests (the
"Plan Interests") in the PacifiCorp K Plus Employee Savings and
Stock Ownership Plan (the "K Plus Plan") and the Utah Power &
Light Company Employee Savings and Stock Purchase Plan of
PacifiCorp (the "Utah Plan"), together with 3,000,000 shares of
Common Stock of PacifiCorp (the "Shares") to be issued
thereunder from time to time. We have reviewed the corporate
action of the Company in connection with this matter and have
examined those documents, corporate records and other
instruments we deemed necessary for purposes of this opinion.
Based on the foregoing, we are of the opinion that:
1. Each of the K Plus Plan and the Utah Plan has been
duly established by the Company and the Plan Interests have
been duly authorized for issuance. When the Plan Interests are
issued in accordance with the terms and conditions of the K
Plus Plan or the Utah Plan, they will be legally and validly
issued.
2. The Shares have been duly authorized by all necessary
corporate action and, when issued in accordance with the terms
and conditions of the K Plus Plan or the Utah Plan and the
resolutions of the Company's Board of Directors, and, with
respect to any newly issued Shares, upon obtaining any
necessary state regulatory approvals, the Shares will be
legally issued, fully paid and nonassessable.
<PAGE>
PacifiCorp
April 6, 1995
Page 2
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES BOLEY JONES & GREY
<PAGE>
EXHIBIT (23)(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of PacifiCorp on Form S-8 of our report dated
February 17, 1995, March 9, 1995 as to the agreement to acquire the
minority interest in Pacific Telecom, Inc. described in Note 1 (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the change in the Company's method of accounting for income
taxes and other postretirement benefits), appearing in the Annual Report on
Form 10-K of PacifiCorp for the year ended December 31, 1994, and our
report dated April 29, 1994 appearing in the Annual Report on Form 11-K of
the PacifiCorp K Plus Employee Savings and Stock Ownership Plan for the
year ended December 31, 1993, as filed with Form 10-K/A, Amendment No. 1.
DELOITTE & TOUCHE LLP
Portland, Oregon
April 4, 1995
<PAGE>
Exhibit (23)(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of PacifiCorp on Form S-8 of our report dated April 13, 1994,
appearing in the Annual Report on Form 11-K of the Utah Power & Light Company
Employee Savings and Stock Purchase Plan of PacifiCorp for the year ended
December 31, 1993, as filed with Form 10-K/A, Amendment No. 1.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
April 4, 1995
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 22, 1995.
FREDERICK W. BUCKMAN
______________________________________
Frederick W. Buckman
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 28, 1995.
KATHRYN A. BRAUN
______________________________________
Kathryn A. Braun
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 31, 1995.
C. TODD CONOVER
______________________________________
C. Todd Conover
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 21, 1995.
RICHARD C. EDGLEY
______________________________________
Richard C. Edgley
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 23, 1995.
A. M. GLEASON
______________________________________
A. M. Gleason
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 22, 1995.
JOHN C. HAMPTON
______________________________________
John C. Hampton
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 23, 1995.
NOLAN E. KARRAS
______________________________________
Nolan E. Karras
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 24, 1995.
KEITH R. MCKENNON
______________________________________
Keith R. McKennon
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 27, 1995.
ROBERT G. MILLER
______________________________________
Robert G. Miller
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 22, 1995.
VERL R. TOPHAM
______________________________________
Verl R. Topham
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 22, 1995.
DON M. WHEELER
______________________________________
Don M. Wheeler
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: March 22, 1995.
NANCY WILGENBUSCH
______________________________________
Nancy Wilgenbusch
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Richard T. O'Brien, the undersigned's true and lawful attorney and
agent, 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 K Plus Employee Savings and Stock
Ownership Plan and the Utah Power & Light Company Employee Savings and Stock
Purchase Plan of PacifiCorp, 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 attorney and agent, 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 attorney and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: April 5, 1995.
DANIEL L. SPALDING
______________________________________
Daniel L. Spalding
