PORTLAND GENERAL HOLDINGS, INC.

                      SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 1997 RESTATEMENT




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                         TABLE OF CONTENTS

                                                                       Page

ARTICLE 1 PURPOSE .....................................................  1

          1.1 Purpose .................................................  1
          1.2 Effective Date ..........................................  1

ARTICLE 2 DEFINITIONS .................................................  1

          2.1 Actuarially Equivalent ..................................  1
          2.2 Basic Plan ..............................................  1
          2.3 Basic Plan Offset .......................................  1
          2.4 Board ...................................................  2
          2.5 Cause ...................................................  2
          2.6 Change in Control .......................................  2
          2.7 Committee ...............................................  2
          2.8 Company .................................................  2
          2.9 Credited Service ........................................  3
          2.10 Dependent ..............................................  3
          2.11 Direct Subsidiary ......................................  3
          2.12 Disability .............................................  3
          2.13 Earnings ...............................................  3
          2.14 Employment .............................................  3
          2.15 Final Average Earnings .................................  3
          2.16 Final Earnings .........................................  4
          2.17 Indirect Subsidiary ....................................  4
          2.18 Other Retirement Income ................................  4
          2.19 Participant ............................................  4
          2.20 Participating Employer .................................  4
          2.21 Plan ...................................................  4
          2.22 Retirement .............................................  4
          2.23 Senior Administrative Officer ..........................  4
          2.24 Senior Office ..........................................  5
          2.25 Spouse .................................................  5


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ARTICLE 3 ELIGIBILITY .................................................  5

          3.1 Eligibility .............................................  5
          3.2 Retirement ..............................................  5
          3.3 Forfeitures .............................................  5

ARTICLE 4 AMOUNT, FORM AND PAYMENT OF SUPPLEMENTAL BENEFIT ............  6

          4.1 Normal Retirement Benefit ...............................  6
          4.2 Early Retirement Benefit ................................  6
          4.3 Separation from Service Benefit .........................  7
          4.4 Postponed Retirement Benefit ............................  7
          4.5 Retention of Accrued Benefit ............................  7
          4.6 Reduction of Benefits ...................................  7
          4.7 Unreduced Benefit Date ..................................  7
          4.8 Commencement of Benefits ................................  8
          4.9 Form of Benefit .........................................  8
          4.10 Benefit Increases for Retirees .........................  8

ARTICLE 5 PRE-RETIREMENT SURVIVOR BENEFITS ............................  8

          5.1 Survivor Benefit ........................................  8
          5.2 Benefit Payment .........................................  8
          5.3 Dependent Benefit .......................................  9
          5.4 Cessation of Benefit Upon Remarriage ....................  9

ARTICLE 6 DISABILITY BENEFITS .........................................  9

          6.1 Disability Retirement ...................................  9
          6.2 Disability Benefit ......................................  9
          6.3 Form and Commencement of Benefits .......................  9
          6.4 Survivor and Dependent Benefits .........................  9
          6.5 Evidence of Continue Disability .........................  9

ARTICLE 7 ADMINISTRATION .............................................. 10

          7.1 Senior Administrative Officer; Duties ................... 10
          7.2 Agents .................................................. 10
          7.3 Binding Effect of Decisions ............................. 10
          7.4 Indemnity of Senior Administrative Officer; Committee ... 10
          7.5 Availability of Plan Documents .......................... 10
          7.6 Cost of Plan Administration ............................. 10

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ARTICLE 8 CLAIMS PROCEDURE ............................................ 10

          8.1 Claim ................................................... 10
          8.2 Denial of Claim ......................................... 11
          8.3 Review of Claim ......................................... 11
          8.4 Final Decision .......................................... 11

ARTICLE 9 TERMINATION OR AMENDMENT .................................... 11

          9.1 Amendment ............................................... 11
          9.2 Termination ............................................. 11

ARTICLE 10 MISCELLANEOUS .............................................. 12

          10.1 Unfunded Plan .......................................... 12
          10.2 Liability .............................................. 12
          10.3 Trust Fund ............................................. 13
          10.4 Nonassignability ....................................... 13
          10.5 Payment to Guardian .................................... 13
          10.6 Not a Contract of Employment ........................... 13
          10.7 Protective Provision ................................... 14
          10.8 Terms .................................................. 14
          10.9 Governing Law .......................................... 14
          10.10 Validity .............................................. 14
          10.11 Notice ................................................ 14
          10.12 Successors ............................................ 14


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                  PORTLAND GENERAL HOLDINGS, INC.

              SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                         1997 RESTATEMENT


                             ARTICLE 1

                              PURPOSE

     1.1    PURPOSE.   The  principal  objectives  of  this  Supplemental
Executive  Retirement  Plan  are to provide key executives with competitive
retirement benefits, protect against  reductions in retirement benefits due
to  tax  law  limitations  on  qualified  plans  and  to  facilitate  early
retirement.  The Plan is designed to provide a benefit which, when added to
other retirement income of the executive, will  meet  this objective.  This
Plan  was  originally effective on July 1, 1983, and amended  by  the  1996
Restatement.

     1.2    EFFECTIVE  DATE.   This  1997  Restatement is adopted to make
amendments to the Plan effective June 25, 1997.

                             ARTICLE 2

                            DEFINITIONS

     2.1    ACTUARIALLY EQUIVALENT.  "Actuarially  Equivalent"  shall mean
the equivalence in value between two or more forms and/or times of  payment
based   upon   a   determination   by  an  actuary  chosen  by  the  Senior
Administrative Officer using sound actuarial  assumptions  at  the  time of
such  determination  and applied on a uniform and consistent basis for  all
Participants.

     2.2    BASIC  PLAN.   "Basic  Plan"  shall  mean  the  Participating
Employers' Pension Plan  or Plans, as may be amended from time to time, and
any successor defined benefit retirement income plan or plans maintained by
the Participating Employers  which  qualify  under  Section  401(a)  of the
Internal Revenue Code.

     2.3    BASIC PLAN OFFSET.  "Basic Plan Offset" shall mean the amount
of benefit that  would  be  paid  from  the  Basic  Plan  to a Participant,
assuming  eligible  compensation  used  to calculate such benefit  includes
amounts deferred under any Participating  Employer  sponsored non-qualified
deferred compensation plan, in the form of a straight life annuity from the
Early, Normal, Disability or Postponed Retirement Date,  regardless  of the
amount actually paid or the actual method of payment under the Basic Plan.


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     2.4    BOARD.  "Board" shall mean the Board of Directors of Portland
General Holdings, Inc.

     2.5    CAUSE.  "Cause" shall mean:

            2.5.1   The  final  conviction  (or,  without  limitation,
     confession,   plea   bargain,  plea  of  nolo  contendere  or  similar
     disposition in a court  of law) of a Participant of a felony connected
     with or related to or which  affects  the performance of Participant's
     obligations as an employee of a Participating Employer;

            2.5.2   Perpetration  of  fraud  against  or  affecting  a
     Participating Employer; or

            2.5.3   Misfeasance or malfeasance  in  connection  with  a
     Participant's employment with a Participating Employer.

     2.6    CHANGE IN CONTROL.  A "Change in Control" shall mean:

                    (a) Any "person," as such term is used in Section 13(d) and
     14(d)  of  the Securities  Exchange  Act  of  1934,  as  amended  (the
     "Exchange Act")  (other  than Portland General Holdings, Inc. ("PGH"),
     any trustee or other fiduciary  holding  securities  under an employee
     benefit plan of PGH, or any Employer owned, directly or indirectly, by
     the stockholders of PGH in substantially the same proportions as their
     ownership of stock of PGH), is or becomes the "beneficial  owner"  (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
     of  securities  representing  thirty  percent  (30%)  or  more  of the
     combined voting power of PGH's then outstanding voting securities; or

            (b) During any period of two (2) consecutive years (not including
     any period prior to the execution of this Agreement), individuals  who
     at  the  beginning  of  such  period constitute the Board, and any new
     director whose election by the  Board  or  nomination  for election by
     PGH's stockholders was approved by a vote of at least two-thirds (2/3)
     of the directors then still in office who either were directors  as of
     the  beginning  of  the  period  or  whose  election or nomination for
     election  was  previously  so  approved,  cease  for   any  reason  to
     constitute at least a majority thereof.

            (c) Notwithstanding anything to the contrary in the foregoing, no
     "Change  in  Control"  shall  be  deemed  to  have  occurred upon  the
     consummation of the Amended and Restated Agreement and  Plan of Merger
     by  and  among  Enron  Corp.,  Portland General Corporation and  Enron
     Oregon Corp., dated as of July 20,  1996, or amended and restated from
     time to time.

     2.7    COMMITTEE.   "Committee" shall mean  the  Non-qualified  Benefits
Committee of the Board.

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     2.8    COMPANY.  "Company"  shall  mean Portland General Holdings, Inc.,
an Oregon corporation.

     2.9    CREDITED SERVICE.  "Credited  Service" shall mean a Participant's
Years of Credited Service or Benefit Service  as defined in the Basic Plan.
A  Participant  may,  at  the  option of the Committee,  be  credited  with
additional Years of Credited Service.  Such additional Years of Service may
be for calculation of the benefit  under  Section  4.1  or  Section  4.2 or
calculation  of the unreduced Benefit Date under Section 4.7 and may be  in
different amounts for each purpose.

     2.10    DEPENDENT.   "Dependent"  shall  mean  an  unmarried child of the
Participant until the age of nineteen (19) (age twenty-six  (26)  if a full
time  student).   An  unmarried  child  may also qualify as a Dependent  by
reason  of mental retardation or physical  handicap  for  as  long  as  the
condition  exists, if such child qualifies as a dependent under regulations
set forth by  the  Internal  Revenue  Service  by  reason  of  such  mental
retardation or physical handicap.

     2.11    DIRECT   SUBSIDIARY.    "Direct   Subsidiary"   shall   mean  any
corporation of which a Participating Employer owns at least eighty  percent
(80%)  of  the  total  combined  voting  power  of all classes of its stock
entitled to vote.

     2.12    DISABILITY.   "Disability"  shall  mean  the   inability   of   a
Participant  to  perform  with reasonable continuity the material duties of
any gainful occupation for  which  the  Participant is reasonably fitted by
education, training and experience.

     2.13    EARNINGS.  "Earnings" shall mean total annual base salary, before
any  reductions  pursuant  to voluntary deferrals  by  the  employee  under
Participating Employer-sponsored  plans;  plus  any  cash  annual incentive
compensation awards; plus any cash long-term incentive awards  earned prior
to  January  1,  1987, but excluding any other long-term incentive  awards.
For purposes of determining  Earnings for any particular year, Earnings for
the year shall consist of base  salary,  cash annual incentive compensation
awards, and cash long-term incentive awards  earned  prior  to  January  1,
1987, earned during that year.

     2.14    EMPLOYMENT.  "Employment" shall mean the period or periods during
which an individual is an employee of one or more Participating Employers.

     2.15    FINAL  AVERAGE  EARNINGS.   "Final Average Earnings" shall mean a
Participant's  highest  average of any three  consecutive  years'  Earnings
during the final ten (10)  years  of  Employment.   If  the Participant has
fewer than three (3) years of Employment, then his Final  Average  Earnings
shall be determined based on the average of the actual Employment period.

     2.16    FINAL  EARNINGS.   "Final  Earnings" shall mean the Participant's
Earnings for the year ending on the date  a Change in Control under Section
** occurs.

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     2.17    INDIRECT  SUBSIDIARY.   "Indirect  Subsidiary"   shall  mean  any
corporation  of  which a Participating Employer directly and constructively
owns at least eighty  percent  (80%)  of the total combined voting power of
all classes of its stock entitled to vote.   In  determining  the amount of
stock  of  a  corporation  that  is constructively owned by a Participating
Employer, stock owned, directly or  constructively,  by a corporation shall
be considered as being owned proportionately by its shareholders  according
to  such  shareholders'  share  of voting power of all classes of its stock
entitled to vote.

     2.18    OTHER RETIREMENT INCOME.   "Other  Retirement  Income" shall mean
retirement income payable to a Participant as set forth below:

             2.18.1  FOR OTHER THAN DISABILITY RETIREMENT:  Any periodic
     income  continuance,  severance  payments  or  other  defined  benefit
     retirement payments from a Participating Employer.

             2.18.2  FOR  DISABILITY  RETIREMENT:   Income  from   the
     Portland General Holdings, Inc. Long-Term Disability Plan or any other
     long-term disability plan sponsored by a Participating Employer.

     2.19    PARTICIPANT.   "Participant"   shall   mean   an  employee  of  a
Participating Employer, who is also a Senior Officer as defined  in Section
2.23   and   designated   in   writing  as  a  Participant  by  the  Senior
Administrative Officer prior to June 25, 1997.

     2.20    PARTICIPATING  EMPLOYER.   "Participating  Employer"  shall  mean
Company or any affiliated  or subsidiary company designated by the Board as
a Participating Employer under  the  Plan,  as long as such designation has
become  effective  and continues to be in effect.   The  designation  as  a
Participating Employer  shall  become effective only upon the acceptance of
such designation and the formal  adoption  of  the  Plan by a Participating
Employer.    A   Participating  Employer  may  revoke  its  acceptance   of
designation as a Participating  Employer  at  any  time, but until it makes
such  revocation,  all of the provisions of this Plan  and  any  amendments
thereto shall apply  to  the  Participants  and  their Beneficiaries of the
Participating Employer.

     2.21    PLAN.   "Plan"  shall  mean the Portland General  Holdings,  Inc.
Supplemental Executive Retirement  Plan,  as  may  be  amended from time to
time.

     2.22    RETIREMENT.  "Retirement" and "Retire" shall mean the termination
of a Participant's Employment with Portland General Holdings,  Inc. and any
and  all Direct or Indirect Subsidiaries or affiliates of Portland  General
Holdings, Inc. on one of the Retirement dates specified in Section 3.2.

     2.23    SENIOR  ADMINISTRATIVE  OFFICER.  "Senior Administrative Officer"
shall  mean  the  employee in the management  position  designated  by  the
Committee to administer the Plan.

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     2.24    SENIOR OFFICE.   "Senior  Officer" shall mean the Chief Executive
Officer, the President, Division Presidents,  all  Senior  Vice Presidents,
all Vice Presidents, the Treasurer and the Controller of the  Participating
Employer,  all  as  elected or appointed by the board of directors  of  the
Participating Employer.

     2.25    SPOUSE.  "Spouse"  shall  mean  an  individual who is a spouse as
defined under the Basic Plan.

                             ARTICLE 3

                            ELIGIBILITY

     3.1    ELIGIBILITY.   Eligibility to participate  shall  be  limited  to
those employees who have attained  the  position  of Senior Officer and are
designated in writing as a Participant by the Senior Administrative Officer
prior  to  June  25,  1997,  or  those employees who have  previously  been
selected as Participants.

     3.2    RETIREMENT.  Each Participant is eligible to Retire and receive a
benefit under this Plan beginning on one of the following dates:

            3.2.1   NORMAL RETIREMENT  DATE,  which is the first day of
     the  month  following the month in which the Participant  reaches  age
     sixty-five (65);

            3.2.2   EARLY  RETIREMENT  DATE, which is the first day of
     any  month following the month in which the  Participant  reaches  age
     fifty-five  (55)  and  has completed five (5) years of Employment with
     Portland  General  Holdings,   Inc.   and   any  Direct  and  Indirect
     Subsidiaries or affiliates of Portland General Holdings, Inc.;

            3.2.3   POSTPONED RETIREMENT DATE,  which  is the first day
     of  the  month following the Participant's Normal Retirement  Date  in
     which the  Participant  terminates  Employment  with  Portland General
     Holdings,  Inc.  and  any and all Direct and Indirect Subsidiaries  or
     affiliates of Portland General Holdings, Inc.; or

            3.2.4   DISABILITY  RETIREMENT DATE, which is the first day
     of the month following six (6) months  of  Disability  as certified by
     the Senior Administrative Officer.

     3.3    FORFEITURES.  A Participant who is receiving, or may  be entitled
to receive, a benefit shall forfeit any right to receive benefits if one of
the following occurs:

            3.3.1   The  Participant  is  discharged  for  Cause,   as
     determined by the Committee;


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            3.3.2   The   Participant   performs   services   for  an
     organization where there is a conflict of interest which is adverse to
     the Company's interest, as determined by the Committee; or

            3.3.3   The  Participant voluntarily terminates employment
     without providing for transition  in  disregard  of the Company's best
     interests, as determined by the Committee.

                             ARTICLE 4

         AMOUNT, FORM AND PAYMENT OF SUPPLEMENTAL BENEFIT

     4.1    NORMAL  RETIREMENT  BENEFIT.   The annual benefit  payable  at  a
Normal Retirement Date under the Plan shall equal:

            4.1.1   Three percent (3%)  of  Final  Average Earnings for
     each of the first fifteen (15) years of Credited Service, plus one and
     one half percent (1 1/2 %) of Final Average Earnings  for  each of the
     next  ten  (10)  years  of Credited Service, plus, for service accrued
     prior to March 1, 1988, three-quarters  of  one  percent  ( 3/4 %) for
     each  year  of Credited Service in excess of twenty-five (25)  (Annual
     Supplemental Benefit);

                    4.1.1.1  less any Basic Plan Offset;

                    4.1.1.2  less any Other Retirement Income.

     4.2    EARLY RETIREMENT BENEFIT.

            4.2.1   The annual benefit payable at an Early retirement Date
     shall equal the Annual  Supplemental Benefit based on Credited Service
     to the Early Retirement Date,  reduced  in accordance with Section 4.6
     as appropriate;

                    4.2.1.1  less any Basic Plan Offset;

                    4.2.1.2  less any Other Retirement Income.

            4.2.2   An  additional  benefit  ("Temporary  Social  Security
     Supplement") shall be payable to a Participant  who commences benefits
     on an Early Retirement Date which is prior to the  earliest  date  the
     Participant  is  eligible  for  retirement  benefits  under the Social
     Security Act.  Such Temporary Social Security Supplement  shall not be
     payable during any period when the Participant is eligible  to collect
     Social  Security  disability benefits.  Such Temporary Social Security
     Supplement shall equal  the  Social  Security  benefit payable at such
     earliest date based on calculation procedures in the Basic Plan.  Such
     amount shall be payable until the earlier of:


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                    4.2.2.1  the earliest date  the  Participant is
          eligible for Social Security retirement benefits; or

                    4.2.2.2  the Participant's date of death.

     4.3    SEPARATION FROM SERVICE BENEFIT.  The annual benefit payable at a
date  of  separation  from  service  other  than as a result of Retirement,
Disability, or Termination upon a Change in Control shall equal:

            4.3.1   Annual Supplemental Benefit  based  on Credited Service
     and Final Average Earnings as of the Participant's date  of separation
     from service, reduced in accordance with Section 4.6 as appropriate;

                    4.3.1.1  less any Basic Plan Offsets;

                    4.3.1.2  less any Other Retirement Income.

            4.3.2   The  benefit  shall commence on the first day  of  the
     month  following  such  date that  would  have  constituted  an  Early
     Retirement Date had the Participant remained employed.

     4.4    POSTPONED RETIREMENT  BENEFIT.   The  annual benefit payable at a
Postponed  Retirement  Date  shall  be equal to the benefit  determined  in
accordance with Section 4.1 based on  Credited  Service  and  Final Average
Earnings as of the Participant's Postponed Retirement Date.

     4.5    RETENTION  OF  ACCRUED  BENEFIT.   In the event a Participant  is
transferred to an employer who is not a Participating Employer, the benefit
payable at Retirement Date shall be calculated  based on Credit Service and
Final Average Earnings with all Participating Employers  and as of the last
date  of  Employment  with  a  Participating  Employer.   In  the  event  a
Participant is transferred to a position other than that of Senior Officer,
the  benefit  payable  at  Retirement  Date  shall  be calculated based  on
Credited Service and Final Average Earnings as a Senior  Officer  as of the
last  day  such  Senior  Officer  status  was  held  with all Participating
Employers.

     4.6    REDUCTION  OF BENEFITS.  In the event that a  benefit  calculated
under Sections 4.2 or  4.3  is  to  commence prior to the Unreduced Benefit
Date such benefit shall be reduced by seven-twelfths of one percent (7/12%)
for  each  month  by which the date of benefit  commencement  precedes  the
Unreduced Benefit Date.

     4.7    UNREDUCED  BENEFIT DATE.  "Unreduced Benefit Date" shall mean the
earlier of:

            4.7.1   The   first  of  the  month  following  the  date  the
     Participant attains age sixty-two (62), or


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            4.7.2   The earliest date when the sum of the Participant's age
     and Credited Service would total eighty-five (85) years.

     4.8    COMMENCEMENT OF BENEFITS.   Benefits  payable  in accordance with
Sections  4.1,  4.2 and 4.4 shall commence on the first day  of  the  month
following the Participant's Retirement and shall continue to be paid on the
first day of each  succeeding  month  until  the  first  day  of  the month
following  the  later  of the death of the Participant or the death of  the
Participant's Spouse.

     4.9    FORM OF BENEFIT.   The  benefits under this Plan shall be payable
as follows:

            4.9.1   If the Participant  is unmarried when benefits begin, a
     straight life annuity; or

            4.9.2   If the Participant is  married  when benefits begin, an
     annuity in the same amount as 4.9.1 for the life  of  the  Participant
     and an annuity of fifty percent (50%) of that mount continuing  to the
     Participant's  Spouse  for  the  life  of Participant's Spouse, if the
     Participant predeceases the Spouse.

     4.10   BENEFIT  INCREASES FOR RETIREES.  Benefits  payable  to  retirees
receiving benefits under  this  Plan  shall be increased in the same manner
and at the same time as benefits are increased for retirees under the Basic
Plan.

                             ARTICLE 5

                 PRE-RETIREMENT SURVIVOR BENEFITS

     5.1    SURVIVOR  BENEFIT.  If a Participant  should  die  before  actual
Retirement, the Spouse will receive a benefit equal to:

            5.1.1   Fifty  percent (50%) of the amount of the Participant's
     Annual Supplemental Benefit determined in accordance with Section 4.1,
     based on the Final Average  Earnings  at  death  but assuming Credited
     Service continued to accrue until Normal Retirement Date;

            5.1.2   Less any benefits to such Spouse actually  payable from
     the Basic Plan.

     5.2    BENEFIT  PAYMENT.   Spouse benefits will be payable monthly,  and
will commence on the first day  of  the  month following the month in which
the Participant dies.  The last payment will  be  on  the  first day of the
month  in  which  the  Spouse  dies,  or  such other date pursuant  to  the
provisions of Section 5.4.  Payments may commence  to  eligible  Dependents
pursuant to Section 5.3.


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     5.3    DEPENDENT   BENEFIT.    If   no   eligible  Spouse  survives  the
Participant, or if the surviving Spouse who was  eligible for payment under
this  Section  dies  with  eligible  Dependents  remaining,   the   benefit
determined in Section 5.1 above shall be payable to any eligible Dependents
in  equal  shares.  Such monthly benefit shall be paid each Dependent until
such person fails to qualify as a Dependent.

     5.4    CESSATION  OF  BENEFIT  UPON  REMARRIAGE.   In the event a Spouse
receiving  benefits  under  this  Plan  remarries,  such Spouse  will  stop
receiving, as of the date of remarriage, any further  monthly benefits from
this Plan (including future benefits to any Dependents).   However, in lieu
of any further monthly benefits from this Plan, a Spouse will  receive  six
(6)  months of benefits in a lump sum within forty-five (45) days after the
Senior Administrative Officer is notified of such remarriage.

                             ARTICLE 6

                        DISABILITY BENEFITS

     6.1    DISABILITY  RETIREMENT.   In  the  event  a Participant suffers a
Disability  after completing two (2) years of Employment,  the  Participant
shall be entitled to Retire on a Disability Retirement Date.

     6.2    DISABILITY BENEFIT.  The annual Disability benefit shall be equal
to  the benefit  determined  in  accordance  with  Section  4.1,  based  on
projected  years  of Credit Service to Normal Retirement and based on Final
Average  Earnings  determined  as  of  the  last  day  of  Employment  with
Participating Employer before commencement of Disability.

     6.3    FORM AND COMMENCEMENT  OF  BENEFITS.  Disability benefits will be
payable  monthly  and  will  commence  on  the   Participant's   Disability
Retirement  Date.  The last Disability payment will be as of the first  day
of the month  during  which a disabled Participant either recovers, dies or
retires under the Basic  Plan.   In  the  case  of  a disabled Participant,
recovery will be determined by the Senior Administrative  Officer.   If the
Participant  retires  under  the  Basic  Plan, retirement benefits shall be
payable pursuant to Sections 4.1, 4.2 or 4.4 of this Plan based on years of
Credited Service at Retirement date and Final  Average Earnings assuming no
change in Earnings at his Disability Retirement Date.

     6.4    SURVIVOR  AND  DEPENDENT  BENEFITS.   In  the  event  a  disabled
Participant dies, the Participant's Spouse and Dependents shall be eligible
for Pre-Retirement Survivor Benefits as set out in  Article 5.

     6.5    EVIDENCE  OF  CONTINUE  DISABILITY.   The  Senior  Administrative
Officer may require, no more frequently than once per calendar year, that a
disabled  Participant  submit  medical  evidence  of  continued  Disability
satisfactory to the Senior Administrative Officer.  The  Disability benefit
may  be  discontinued  based  on a consideration of such evidence  or  lack
thereof.


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                                 <PAGE>

                             ARTICLE 7

                          ADMINISTRATION

     7.1    SENIOR  ADMINISTRATIVE  OFFICER;  DUTIES.   This  Plan  shall  be
administered  by  the   Senior  Administrative  Officer  appointed  by  the
Committee.  The Senior Administrative  Officer  may  be a Participant under
the Plan.  The Senior Administrative Officer shall have  the  authority  to
make,  amend,  interpret, and enforce all appropriate rules and regulations
for the administration  of  the  Plan  and  decide  or  resolve any and all
questions,  including  interpretations  of  the  Plan,  as  may   arise  in
connection  with the Plan.  The Senior Administrative Officer shall  report
to the Committee  on  an  annual  basis regarding Plan activity and at such
other times as may be requested by the Committee.

     7.2    AGENTS.   In  the  administration   of   this  Plan,  the  Senior
Administrative Officer may, from time to time, employ  agents  and delegate
to  such  agents,  including employees of any Participating Employer,  such
administrative duties  as  he  sees  fit, and may from time to time consult
with counsel who may be counsel to any Participating employer.

     7.3    BINDING EFFECT OF DECISIONS.   The  decision  or  action  of  the
Senior  Administrative  Officer with respect to any question arising out of
or in connection with the administration, interpretation and application of
the  Plan and the rules and  regulations  promulgated  hereunder  shall  be
final,  conclusive  and binding upon all persons having any interest in the
Plan.

     7.4    INDEMNITY OF  SENIOR  ADMINISTRATIVE  OFFICER;  COMMITTEE.   Each
Participating  Employer  shall  indemnify  and  hold  harmless  the  Senior
Administrative  Officer,  the Committee, and its individual members against
any and all claims, loss, damage,  expense  or  liability  arising from any
action or failure to act with respect to this Plan, except in  the  case of
gross negligence or willful misconduct.

     7.5    AVAILABILITY OF PLAN DOCUMENTS.  Each Participant shall receive a
copy  of  this  Plan,  and  the  Senior  Administrative  Officer shall make
available  for  inspection  by  any  Participant  a copy of the  rules  and
regulations used in administering the Plan.

     7.6    COST OF PLAN ADMINISTRATION.  The Company shall bear all expenses
of administration of this Plan.  However, a ratable  portion of the expense
shall be charged back to each Participating Employer.

                             ARTICLE 8

                         CLAIMS PROCEDURE

     8.1    CLAIM.    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


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                                 <PAGE>


Senior  Administrative
Officer  or  his  delegatee  who  shall  respond  in  writing  as  soon  as
practicable.

     8.2    DENIAL OF CLAIM.  If  the claim or request is denied, the written
notice of denial shall state:

            8.2.1   The reasons for  denial, with specific reference to the
     Plan provisions on which the denial is based.

            8.2.2   A description of any additional material or information
     required and an explanation of why it is necessary.

            8.2.3   An explanation of the Plan's claim review procedure.

     8.3    REVIEW OF CLAIM.  Any person  whose claim or request is denied or
who has not received a response within thirty  (30) days may request review
by notice given in writing to the Senior Administrative Officer.  The claim
or request shall be reviewed by the Senior Administrative Officer, who may,
but shall not be required to, grant the claimant a hearing.  On review, the
claimant may have representation, examine pertinent  documents  and  submit
issues and comments in writing.

     8.4    FINAL DECISION.  The decision by the Senior Administrative Office
on  review  shall normally be made within sixty (60) days.  If an extension
of time is required  for  a  hearing  or  other  special circumstances, the
claimant shall be notified and the time limit shall  be  one hundred twenty
(120) days.  The decision shall be in writing and shall state  the  reasons
and  relevant plan provisions.  All decisions on review shall be final  and
bind all parties concerned.

                             ARTICLE 9

                     TERMINATION OR AMENDMENT

     9.1    AMENDMENT.   The Senior Administrative Officer may amend the Plan
from time to time as may be necessary for administrative purposes and legal
compliance of the Plan,  provided,  however,  that  no such amendment shall
affect  the benefit rights of Participants or Beneficiaries  in  the  Plan.
The Committee  may  amend  the Plan at any time, provided, however, that no
amendment  shall  be effective  to  decrease  or  restrict  the  rights  of
Participants and Beneficiaries  to  the  benefit accrued at the time of the
amendment.

     9.2    TERMINATION.   The  board  of  directors  of  each  Participating
Employer may at any time, in its sole discretion,  terminate or suspend the
Plan in whole or in part for that Participating Employer.  However, no such
termination   or  suspension  shall  adversely  affect  the   benefits   of
Participants which  have  accrued prior to such action, the benefits of any
Participant who has


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                                 <PAGE>


previously  retired, the benefits of any Beneficiary of
a Participant who has previously  died, or already accrued Plan liabilities
between Participating employers.

                            ARTICLE 10

                           MISCELLANEOUS

     10.1    UNFUNDED PLAN.  This Plan  is  intended  to  be  an unfunded plan
maintained primarily to provide deferred compensation benefits for a select
group of "management or highly-compensated employees" within the meaning of
Sections 201, 301, and 401 of the Employee Retirement Income  Security  Act
of 1974, as amended (ERISA), and therefore to be exempt from the provisions
of  Parts  2,  3,  and  4  of Title I of ERISA.  Accordingly, the Board may
terminate the Plan, subject  to Section 9.2 of this Plan, or remove certain
employees  as  Participants  if it  is  determined  by  the  United  States
Department of Labor or a court  of  competent  jurisdiction  that  the Plan
constitutes  an employee pension benefit plan within the meaning of Section
3(2) of ERISA (as currently in effect or hereafter amended) which is not so
exempt.

     10.2    LIABILITY.

             10.2.1   LIABILITY  FOR BENEFITS.  Except as otherwise provided
     in this section, liability for  the payment of a Participant's benefit
     pursuant  to  this Plan shall be borne  solely  by  the  Participating
     Employer that employs  the  Participant and reports the Participant as
     being  on its payroll during the  accrual  or  increase  of  the  Plan
     benefit, and no liability for the payment of any Plan benefit shall be
     incurred by reason of Plan sponsorship or participation except for the
     Plan benefits  of a Participating Employer's own employees.  Provided,
     however, that each  Participating  Employer,  by accepting the Board's
     designation as a Participating Employer under the  Plan  and  formally
     adopting  the  Plan,  agrees  to  assume  secondary  liability for the
     payment  of  any  benefit accrued or increased while a Participant  is
     employed and on the  payroll  of  a  Participating  Employer that is a
     Direct Subsidiary or Indirect Subsidiary of the Participating Employer
     at  the  time  such  benefit is accrued or increased.  Such  liability
     shall  survive  any  revocation  of  designation  as  a  Participating
     Employer with respect  to  any  liabilities  as accrued at the time of
     such  revocation.   Nothing in this section shall  be  interpreted  as
     prohibiting  any Participating  Employer  or  any  other  person  from
     expressly agreeing to assumption of liability for a Plan Participant's
     payment of any benefits under the Plan.

             10.2.2   UNSECURED  GENERAL  CREDITOR.   Participants and their
     Beneficiaries, heirs, successors, and assigns shall  have  no  secured
     legal  or  equitable  rights,  interest  or  claims in any property or
     assets of Participating Employer, nor shall they  be Beneficiaries of,
     or  have  any  rights,  claims  or  interests  in  any life  insurance
     policies, annuity contracts or the proceeds therefrom  owned  or which
     may  be  acquired  by  Participating Employer.  Except as provided  in
     Section 10.3, such policies,  annuity  contracts  or  other  assets of
     Participating  Employer  shall  not  be  held  under any trust for the
     benefit  of  Participants,

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                                 <PAGE>

     their Beneficiaries, heirs,  successors  or
     assigns, or held  in any way as collateral security for the fulfilling
     of the obligations of Participating Employer under this Plan.  Any and
     all of Participating  Employer's  assets  and  policies  shall be, and
     remain,  the  general, unpledged, unrestricted assets of Participating
     Employer.  Participating Employer's obligation under the Plan shall be
     that of an unfunded and unsecured promise to pay money in the future.

     10.3    TRUST FUND.   At  its  discretion,  each  Participating Employer,
jointly or severally, may establish one or more trusts,  with such trustees
as the Board may approve, for the purpose of providing for  the  payment of
such  benefits.   Such  trust  or trusts may be irrevocable, but the assets
thereof  shall  be  subject  to  the  claims  of  Participating  Employer's
creditors.  To the extent any benefits provided under the Plan are actually
paid from any such trust, Participating  Employer  shall  have  no  further
obligation  with  respect  thereto,  but  to  the  extent not so paid, such
benefits  shall  remain  the  obligation  of,  and  shall  be   paid  by  a
Participating Employer.

     10.4    NONASSIGNABILITY.   Neither  a  Participant nor any other  person
shall  have  any  right  to  sell,  assign, transfer,  pledge,  anticipate,
mortgage or otherwise encumber, hypothecate  or convey in advance of actual
receipt the amounts, if any payable hereunder,  or  any part thereof, which
are, and all rights to which are, expressly declared  to  be  nonassignable
and nontransferable.  No part of the amount payable shall, prior  to actual
payment,  be  subject  to  seizure or sequestration for the payment of  any
debts, judgements, alimony or separate maintenance owed by a Participant or
any other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.

     10.5    PAYMENT TO GUARDIAN.   If a Plan benefit is payable to a minor or
a person declared incompetent or to  a  person  incapable  of  handling the
disposition  of  property,  the  Senior  Administrative  Officer may direct
payment  of  such  Plan  benefit  to the guardian, legal representative  or
person having the care and custody  of  such  minor  or incompetent person.
The Senior Administrative Officer may direct payment of  such  Plan benefit
to the guardian, legal representative or person having the care and custody
of such minor or incompetent person.  The Senior Administrative Officer may
require proof of incompetency, minority, incapacity or guardianship  as  he
may  deem  appropriate  prior  to  distribution  of the Plan benefit.  Such
distribution shall completely discharge the Senior  Administrative Officer,
the Participating Employer and the Company from all liability  with respect
to such benefit.

     10.6    NOT A CONTRACT OF EMPLOYMENT.  The terms and conditions  of  this
Plan  shall  not  be  deemed to constitute a contract of employment between
Participating Employer  and  the  Participant,  and the Participant (or the
Participant's  Beneficiary)  shall  have  no  rights against  Participating
Employer  except  as  may  otherwise  be  specifically   provided   herein.
Moreover,  nothing  in this Plan shall be deemed to give a Participant  the
right to be retained  in  the  service  of  Participating  Employer  or  to
interfere  with  the  right  of  Participating  Employer  to  discipline or
discharge a Participant at any time.


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                                 <PAGE>



     10.7    PROTECTIVE   PROVISION.   A  Participant  shall  cooperate   with
Participating Employer by  furnishing  any and all information requested by
Participating  Employer, in order to facilitate  the  payment  of  benefits
hereunder,  and by  taking  such  physical  examinations  as  Participating
Employer may  deem  necessary  and  taking  such  other  action  as  may be
requested by Participating Employer.

     10.8    TERMS.   In  this  Plan  document,  unless  the  context  clearly
indicates the contrary, the masculine gender will be deemed to include  the
feminine gender, and the singular shall include the plural.

     10.9    GOVERNING  LAW.   The  provisions of this Plan shall be construed
and interpreted according to the laws  of  the  State  of Oregon, except as
preempted by federal law.

     10.10   VALIDITY.  If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall  not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal and invalid provision had never been inserted herein.

     10.11   NOTICE.  Any notice or filing required or permitted  to  be given
to the Senior Administrative Officer under the Plan shall be sufficient  if
in  writing and hand delivered, or sent by registered or certified mail, to
the Senior  Administrative  Officer  or  the Secretary of the Participating
Employer.  Notice mailed to the Participant  shall be at such address as is
given in the records of the Participating Employer.   Such  notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as
of  the  date  shown  on  the  postmark on the receipt for registration  or
certification.

     10.12   SUCCESSORS.  The provisions  of this Plan shall bind and inure to
the benefit of Participating Employer and  its successors and assigns.  The
term  successors  as  used  herein shall include  any  corporate  or  other
business entity which shall,  whether by merger, consolidation, purchase or
otherwise, acquire all or substantially  all  of the business and assets of
Participating  Employer, and successors of any such  corporation  or  other
business entity.

IN WITNESS WHEREOF,  and  pursuant  to  the  resolution  of  the board, the
Company has caused this instrument to be executed by its officers thereunto
duly authorized this 19th day of November, 1997.

                              PORTLAND GENERAL HOLDINGS, INC.


                              By:  /s/ Don F. Kielblock


                              Its: Vice President


PAGE 14 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN