PORTLAND GENERAL HOLDINGS, INC.

              OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT 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  Board                                                 1
     2.2  Cash Value                                            1
     2.3  Cause                                                 1
     2.4  Change in Control                                     1
     2.5  Committee                                             2
     2.6  Company                                               2
     2.7  Date of Participation                                 2
     2.8  Direct Subsidiary                                     2
     2.9  Indirect Subsidiary                                   2
     2.10 Insurer                                               2
     2.11 Merger Agreement                                      2
     2.12 Net Single Premium                                    2
     2.13 Outside Director                                      3
     2.14 PGC Board                                             3
     2.12 Participant                                           3
     2.13 Participant's Share                                   3
     2.14 Participating Company                                 3
     2.15 Participating Company's Share of Premium              3
     2.16 Plan                                                  3
     2.17 Policy                                                3
     2.18 Retirement                                            3
     2.19 Senior Administrative Officer                         4

ARTICLE 3 PARTICIPATION                                         4

     3.1  Eligibility                                           4
     3.2  Election to Participate                               4

ARTICLE 4 POLICY TITLE AND OWNERSHIP                            4

     4.1  Policy Title                                          4
     4.2  Participating Company's Security Interest             4


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ARTICLE 5 PREMIUM PAYMENT                                       4

     5.1  Participating Company's Premium Payment               4
     5.2  Payment of the Participant's Share                    4

ARTICLE 6 PARTICIPATING COMPANY'S INTEREST IN THE POLICY        5

     6.1  Collateral Assignment                                 5
     6.2  Limitations                                           5

ARTICLE 7 PARTICIPANT'S INTEREST IN THE POLICY                  5

     7.1  Upon Surrender or Cancellation                        5
     7.2  Upon Death                                            5
     7.3  Ownership of Cash Surrender Value                     6

ARTICLE 8 PLAN BENEFITS                                         6

     8.1 Upon Termination of Participation in the Plan          6
     8.2  Upon Termination of Service                           6
     8.3  Upon Change in Control                                7
     8.4  Upon retirement                                       7

ARTICLE 9 DURATION OF THE PLAN                                  7

     9.1  Plan Continuation                                     7
     9.2  Termination of Arrangement                            8

ARTICLE 10 AMENDMENT AND TERMINATION OF PLAN                    8

     10.1 Amendment                                             8
     10.2 Termination                                           8

ARTICLE 11 INSURER NOT A PARTY TO PLAN                          8

ARTICLE 12 NAMED FIDUCIARY                                      9

     12.1 Senior Administrative Officer; Committee              9
     12.2 Indemnity of Senior Administrative Officer; Committee 9
     12.3 Availability of Plan Documents                        9
     12.4 Cost of Plan Administration                           9

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ARTICLE 13 CLAIMS PROCEDURE                                     9

     13.1 Claim                                                 9
     13.2 Denial of Claim                                       9
     13.3 Review of Claim                                      10
     13.4 Final Decision                                       10

ARTICLE 14 MISCELLANEOUS                                       10

     14.1 Liabilities for Benefits                             10
     14.2 Allocation of Asset                                  10
     14.3 Protective Provisions                                11
     14.4 Transfer of Participant's Interest in the Policy     11
     14.5 Terms                                                11
     14.6 Governing Law                                        11
     14.7 Validity                                             11
     14.8 Notice                                               11
     14.9 Successors                                           11
     14.10 Not a Contract of Service                           12


SCHEDULE I                                                     13

     Death Benefits Payable Under Portland General Holdings, Inc.
     Outside Directors' Life Insurance Benefit Plan

EXHIBIT A COLLATERAL ASSIGNMENT                                14


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                  PORTLAND GENERAL HOLDINGS, INC.

          OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN


                             ARTICLE 1

                              PURPOSE

     1.1 PURPOSE.  This Plan has been established to provide Outside
Directors of Portland General Corporation and Participating Companies with
supplemental life insurance protection for their families in the event of
death under a spit dollar arrangement.  This Plan became effective on
January 1, 1987 and was restated effective December 1, 1988, and January 1,
1996.

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

                             ARTICLE 2

                            DEFINITIONS

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

     2.2  CASH VALUE.  "Cash Value" shall mean the Policy's cash value as
that term is defined in the Policy.

     2.3  CAUSE.  "Cause" shall mean a breach of fiduciary duty while a
member of the Board.

     2.4  CHANGE IN CONTROL.  "Change in Control" shall mean an occurrence
in which:

          (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


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          (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.

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

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

     2.7  DATE OF PARTICIPATION.  "Date of Participation" shall mean the
earlier of the date on which the Policy is issued or the date on which the
Insurer agrees to bind coverage.

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

     2.9  INDIRECT SUBSIDIARY.  "Indirect Subsidiary" shall mean any
corporation of which a Participating Company 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
Company, 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.

     2.10 INSURER.  "Insurer" shall mean any insurance company issuing a
Policy under this Plan.

     2.11 MERGER AGREEMENT  "Merger Agreement" shall mean 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, as
that Agreement may be amended or restated from time to time.


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     2.12 NET SINGLE PREMIUM.  "Net Single Premium" shall mean the amount
calculated by an enrolled actuary selected by the Senior Administrative
Officer, required to obtain the level death benefit promised in Table I,
calculated using the 1983 Group Annuity Table male rates and employing
continuous functions.

     2.13 OUTSIDE DIRECTOR.  "Outside Director" shall mean a member of the
PGC Board who is not an employee of Portland General Holdings, Inc. or any
Direct Subsidiary or affiliate of Portland General Holdings, Inc..

     2.14 PGC BOARD.  "PGC Board" shall mean the Board of Directors of
Portland General Corporation, or the Board of Directors of the successor
corporation established pursuant to the Merger Agreement, or any Advisory
Committee to the Portland General Electric Company or the board or officers
of a corporation qualifying as a Participating Company of the Plan,
including subsidiaries and joint venture partners, the status of which
shall be determined at the discretion of the Senior Administrative Office.

     2.15 PARTICIPANT.  "Participant" shall mean an Outside Director
elected to the Board prior to January 1, 1996, who has elected to
participate in the Plan.

     2.16 PARTICIPANT'S SHARE.  "Participant's Share shall mean the
aggregate portion of premiums contributed by the Participant.

     2.17 PARTICIPATING COMPANY.  "Participating Company" shall mean the
Company or any affiliated or subsidiary company designated by the Board as
a Participating Company under the Plan, as long as such designation has
become effective and continues to be in effect.  The designation as a
Participating Company shall become effective only upon the acceptance of
such designation and the formal adoption of the Plan by a Participating
Company.  A Participating Company may revoke its acceptance of designation
as a Participating Company 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 Company.

     2.18 PARTICIPATING COMPANY'S SHARE OF PREMIUM.  "Company's Share of
Premium" shall mean the aggregate amount of insurance premium paid by the
Participating Company less the Participant's Share.

     2.19 PLAN.  "Plan" shall mean the Portland General Holdings, Inc.
Outside Directors' Life Insurance Benefit Plan, as amended from time to
time.

     2.20 POLICY.  "Policy" shall mean each life insurance policy which is
issued by an insurer on the life of the Participant.


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     2.21 RETIREMENT.  "Retirement" shall mean separation from service on
the PGC Board as an Outside Director, at the earlier of age seventy (70) or
ten (10) years of Benefit Service, as defined in the Company's Retirement
Plan for Outside Directors.

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

                             ARTICLE 3

                           PARTICIPATION

     3.1  ELIGIBILITY.  Eligibility shall be limited to Outside Directors
who served on the PGC Board on or before January 1, 1996.

     3.2  ELECTION TO PARTICIPATE.  An Outside Director may elect to
participate in the Plan by completing such documents as may be prescribed
by the Senior Administrative Office.

                             ARTICLE 4

                    POLICY TITLE AND OWNERSHIP

     4.1  POLICY TITLE.  The Participant, or his transferee, shall be the
owner of the Policy and may exercise all ownership rights granted to the
owner by the terms of the Policy, except as herein provided.  These shall
include, but are not limited to, the right to assign his interest in the
Policy, the right to change the beneficiary of that portion of the proceeds
to which he is entitled under Article 7, and the right to exercise
settlement options.

     4.2  PARTICIPATING COMPANY'S SECURITY INTEREST.  The only rights in
and to the Policy granted to a Participating Company shall be limited to
its security interest in the cash value of the Policy, as defined in the
collateral assignment attached as Exhibit A, and a portion of the death
benefit, as hereinafter provided under Article 6.

                             ARTICLE 5

                          PREMIUM PAYMENT

     5.1  PARTICIPATING COMPANY'S PREMIUM PAYMENT.  Each premium on the
Policy shall be paid by the Participating Company as it becomes due.

     5.2  PAYMENT OF THE PARTICIPANT'S SHARE.  At the time of each premium
payment by the Participating Company, the Participant shall pay to the
Participating Company an amount equal to the economic benefit of said
Policy enjoyed by the Participant.  The economic benefit shall be equal to
the lesser of the Insurer's one-year term cost or the PS-58 rate.


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                             ARTICLE 6

          PARTICIPATING COMPANY'S INTEREST IN THE POLICY

     6.1  COLLATERAL ASSIGNMENT.  Each Participant shall assign the Policy
to the Participating Company as collateral, under the form of collateral
assignment attached as Exhibit A.  The assignment gives the Participating
Company the limited power to enforce its right to recover the Participating
Company's Share of Premium on the Policy and on a portion of the death
benefit thereof.

     6.2  LIMITATIONS.  The interest of the Participating Company in and to
the Policy shall be specifically limited to the following rights in and to
the Cash Value and a portion of the death benefit:

          6.2.1 the right to recover the Participating Company's Share of
     Premium, in the event the Policy is surrendered or canceled by the
     Participant, as provided in Section 7.1;

          6.2.2 the right to recover, upon the death of the Participant,
     all of the Policy proceeds, in excess of that portion of the Policy
     proceeds payable to the Participant's beneficiary or beneficiaries as
     provided in Paragraph 7.2;

          6.2.3 the right to recover the Participating Company's Share of
     Premium, or to receive ownership of the Policy, in the event of
     termination by the Participant in the Plan, or in the event of
     termination of service in the Board of a Participating Company as
     provided in Sections 8.1 and 8.2.

                             ARTICLE 7

               PARTICIPANT'S INTEREST IN THE POLICY

     7.1  UPON SURRENDER OR CANCELLATION.  Upon surrender or cancellation
of the Policy, the Participating Company shall be entitled to receive a
portion of the cash surrender value equal to the Participating Company's
Share of Premium.  The balance of the cash surrender value, if any, shall
belong to the Participant.

     7.2  UPON DEATH.  Upon the death of the Participant, the beneficiary
or beneficiaries designated by the Participant shall be entitled to receive
that portion of the Policy proceeds equal to the amount set forth in
Schedule I of this Plan.


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     7.3  OWNERSHIP OF CASH SURRENDER VALUE.  Notwithstanding any other
provision in the Plan to the contrary, the Participant shall at all times
own a portion of the cash surrender value of the Policy equal to the
Participant's Share to the extent said cash surrender value exceeds the
Participating Company's Share of Premium.

                             ARTICLE 8

                           PLAN BENEFITS

     8.1  UPON TERMINATION OF PARTICIPATION IN THE PLAN.  In the event the
Participant terminates participation in the Plan prior to leaving service
on the PGC Board, the Participant shall execute any and all instruments
that may be required to vest ownership of said Policy in the Participating
Company.  Participating Employer shall purchase from the Participant the
Participant's interest in the cash surrender value set forth in Section 7.3
above for an amount equal to the Participant's Share.  Thereafter, the
Participant shall have no further interest in the Policy or this Plan.

     8.2  UPON TERMINATION OF SERVICE.

          8.2.1 In the event of termination of service on the PGC Board for
     Cause (as determined by Committee) before Retirement, the Participant
     shall execute any and all instruments that may be required to vest
     ownership of said Policy in the Participating Company.  Participating
     Employer shall purchase from the Participant the participant's
     interest in the cash surrender value set forth in Section 7.3 above
     for an amount equal to the Participant's Share.  Thereafter, the
     Participant shall have no further interest in the Policy or this Plan.

          8.2.2 In the event of termination of service on the PGC Board of
     any Participating Company because of accepting a position of public
     service, or other reason not considered for Cause before Retirement,
     the Participant may elect either to:

               8.2.2.1  reimburse the Participating Company an amount equal
          to the Participating Company's Share of Premium, whereupon
          receipt of payment from the Participant, the Company shall
          release the collateral assignment and thereafter shall have no
          further interest in the Policy, or

               8.2.2.2  execute any and all instruments that may be
          required to vest ownership of said Policy in the Participating
          Company.  Thereafter, the Participant shall have no further
          interest in the Policy or this Plan.

          8.2.3 In the event of termination of service on the PGC Board,
     occurring at least one (1) year from the Effective Time, as defined in
     the Merger Agreement, the Participant


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     shall be deemed to have retired
     for purposes of this Plan and shall be eligible to make the election
     specified in Section 8.4


          8.2.4 In the event of involuntary termination of service on the
     PGC Board, without Cause, occurring during the one (1) year period
     beginning with the date the stockholders of PGC approve the Merger
     Agreement, the Participant shall be entitled to the Change in Control
     benefit specified in Section 8.3.

     8.3  UPON CHANGE IN CONTROL.  In the event of a Change in Control,
within sixty (60) days of such Change in Control, the Participating Company
shall:

          8.3.1 determine to what extent the cash value exceeds the Net
     Single Premium and recover the excess, if any; and

          8.3.2 upon recovery of the excess, release the collateral
     assignment and thereafter have no further interest in the Policy; and

          8.3.3 pay to each Participant an amount equal to the excess, if
     any, of the Net Single Premium over the cash value released to the
     participant in 8.3.2 above.

     8.4  UPON RETIREMENT.  In the event of termination from service on the
PGC Board at or after Retirement, the Participant may elect either to:

          8.4.1 reimburse the Participating Company an amount equal to the
     Participating Company's Share of Premium, whereupon receipt of payment
     from the Participant, the Company shall release the collateral
     assignment and thereafter shall have no further interest in the
     Policy, or

          8.4.2 continue participation in the Plan with the Company
     continuing to pay premiums pursuant to Article 5.

                             ARTICLE 9

                       DURATION OF THE PLAN

     9.1  PLAN CONTINUATION.  Subject to the provisions of Article 8, this
Plan shall continue with respect to each Participant until such time as the
Cash Value of the Policy on a Participant is sufficient to permit:

          9.1.1 the Participating Company to recover the Participating
     Company's Share of Premium; and


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          9.1.2 the Participant to recover an amount equal to the federal
     and state income tax he will incur as a result of termination of the
     split dollar arrangement; and

          9.1.3 the death benefit to continue to the Participant's age
     ninety-five (95) with no further premium outlay based upon then
     current interest assumptions.

     9.2  TERMINATION OF ARRANGEMENT.  When the standard required by
Paragraph 6 is achieve and upon the Participating Company's receiving the
Participating Company's Share of Premium, the split dollar arrangement with
that Participant shall terminate.  The Participating Company shall release
the collateral assignment and thereafter, shall have no further interest in
the Policy.

                            ARTICLE 10

                 AMENDMENT AND TERMINATION OF PLAN

     10.1 AMENDMENT.  The Senior Administrative Officer may amend the Plan
from time to time as may be necessary for administrative purposes and legal
compliance, provided, however, that no such amendment shall affect the
benefit rights of Participants or Beneficiaries in the Plan.  Prior to
achieving the standard required by Section 9.1, the Committee may not
amend, modify or revoke this Plan in a manner that reduces the rights of
the Participant under this Plan.

     10.2 TERMINATION.  The Board of each Participating Company may at any
time, in its sole discretion, terminate the Plan in whole or in part for
that Participating Company, such that no future Participants will be
allowed into the Plan.  However, no such termination shall adversely affect
the benefits of Participants which have accrued prior to such action, the
benefits of any Participant who has previously retired, the benefits of any
beneficiary of a Participant who has previously died, or already accrued
Plan liabilities between Participating Companies.

                            ARTICLE 11

                    INSURER NOT A PARTY TO PLAN

     An Insurer shall be bound only by the provisions of and endorsements
on the Policy, and any payments made or action taken by an Insurer in
accordance therewith shall fully discharge it from all claims, suits and
demands of all persons whatsoever.  Except as specifically provided by
endorsement on the Policy, it shall in no way be bound by the provisions of
this Plan.


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                            ARTICLE 12

                          NAMED FIDUCIARY

     12.1 SENIOR ADMINISTRATIVE OFFICER; COMMITTEE.  The Senior
Administrative Officer is hereby designated the "Named Fiduciary" until
removal by the Committee.  As Named Fiduciary, the Senior Administrative
Officer shall be responsible for the management, control and administration
of the Plan established herein.  The Senior Administrative Officer may
allocate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and the
delegation of any ministerial duties to qualified individuals.

     12.2 INDEMNITY OF SENIOR ADMINISTRATIVE OFFICER; COMMITTEE.  Each
participating Company shall indemnify and hold harmless the Senior
Administrative Officer and 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.

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

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

                            ARTICLE 13

                         CLAIMS PROCEDURE

     13.1 CLAIM.  Claims for any benefits due under the Plan or upon
surrender of the Policy shall be made in writing by the Participating
Company, and the Participant or his designated beneficiary or
beneficiaries, as the case may be, to the Named Fiduciary or his delegatee
who shall respond in writing as soon as practicable.

     13.2 DENIAL OF CLAIM.  In the event a claim is denied or disputed, the
Named Fiduciary shall, within a reasonable period of time after receipt of
the claim, notify the Participating Company, and the Participant or his
designated beneficiary or beneficiaries, as the case may be, of such denial
or dispute listing:

          13.2.1 The reasons for the denial or dispute; with specific
     reference to the Plan provisions upon which the denial or dispute is
     based;


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          13.2.2 A description of any additional material or information
     necessary and an explanation of why it is necessary; and

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

     13.3 REVIEW OF CLAIM.  Within sixty (60) days of denial or notice of
claim under the Plan, a claimant may request that the claim be reviewed by
the Named Fiduciary.  The claim or request shall be reviewed by the Named
Fiduciary, 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.

     13.4 FINAL DECISION.  The decision of the Senior Administrative
Officer 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 the relevant plan provisions.  All decisions on review shall be
final and bind all parties concerned.

                            ARTICLE 14

                           MISCELLANEOUS

     14.1 LIABILITIES 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 Company for which the
Participant serves 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 Company's own advisors or Board members.  Provided,
however, that each Participating Company, by accepting the Board's
designation as a Participating Company 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 serves on the board of
directors of a Participating Company that is a Direct Subsidiary or
Indirect Subsidiary of the Participating Company 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
accrued at the time of such revocation.  Nothing in this paragraph shall be
interpreted as prohibiting any Participating Company or any other person
from expressly agreeing to assumption of liability for a Plan Participant's
payment of any benefits under the Plan.

     14.2 ALLOCATION OF ASSET.  The interests of each Participating Company
in and to the Policy as described in Section 6.2 shall be allocated, if
applicable, pro rata among those Participating Companies who employed the
Participant and reported the Participant as being on their payroll during
the accrual or increase of the Plan benefit.  Such allocation of asset
shall survive any revocation of designation as a Participating Company or
termination of the Plan with respect to any asset accrued at the time of
such revocation or termination.


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     14.3 PROTECTIVE PROVISIONS.  A Participant will cooperate with the
Participating Company by furnishing any and all information requested by
the Participating Company, in order to facilitate the payment of benefits
hereunder, and by taking such physical examination as the Participating
Company may deem necessary and taking such other action as may be requested
by the Participating Company.

     14.4 TRANSFER OF PARTICIPANT'S INTEREST IN THE POLICY.  In the event a
Participant shall transfer all of his interest in the Policy, then all of a
Participant's interest in the Policy shall be vested in his transferee, who
shall be substituted as a party hereunder, and a Participant shall have no
further interest in the Policy.

     14.5 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.

     14.6 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.

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

     14.8 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 to Secretary of Company.  Notice to
the Senior Administrative Officer, if mailed, shall be addressed to the
principal executive offices of the Participating Company.  Notice mailed to
the Participant shall be at such address as is given in the records of the
Participating Company.  Notices 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.

     14.9 SUCCESSORS.  The provisions of this Plan shall bind and inure to
the benefit of each Participating Company 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
the Participating Company, and successors of any such corporation or other
business entity.


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     14.10 NOT A CONTRACT OF SERVICE.  The terms and conditions of this
Plan shall not be deemed to constitute a contract of service between a
Participating Company and a Participant, and neither a Participant nor a
Participant's Spouse or Dependent shall have any rights against a
Participating Company 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 on the Board of a Participating
Company nor shall it interfere with the Participant's right to terminate
his directorship at any time.

     IN WITNESS WHEREOF, 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











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                            SCHEDULE I


                       DEATH BENEFITS PAYABLE UNDER

                      PORTLAND GENERAL HOLDINGS, INC.

              OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                             1997 RESTATEMENT

                         EFFECTIVE JUNE ___, 1997






               Outside Directors             $200,000



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                                 EXHIBIT A

                           COLLATERAL ASSIGNMENT


     THIS ASSIGNMENT, made and entered into and effective this            day
of                            , 19     , by the
undersigned as owner (the Owner) of that certain Life Insurance Policy
No.                       issued by ____________________________
 (Insurer) and any supplementary contracts issued in connection therewith
 (said policy and contracts being herein called the
Policy), upon the life of
_________________________________________ (Insured), to Portland General
Corporation, an Oregon corporation (the Assignee).

                            WITNESSETH:


     WHEREAS, the Insured is a Director of the Assignee; and

     WHEREAS, said Assignee desires to provide the Insured with
supplemental life insurance protection by contributing a portion of the
annual premium due on the Policy, as more specifically provided for in the
split dollar arrangement set forth in the Outside Directors' Life Insurance
Benefit Plan (the Plan); and adopted as restated by the Assignee on January
1, 1996, a copy of which is attached hereto, incorporated by reference and
made a part hereof; and

     WHEREAS, in consideration of the Assignee agreeing to pay a portion of
the premium, the Owner agrees to grant the Assignee an interest in the
policy as security for the recovery of the Assignee's premium outlay.

     NOW THEREFORE, for value received, the undersigned hereby assigns,
transfers and sets over to the Assignee, its successors and assigns, the
following specific rights in the Policy, subject to the following terms and
conditions:

     1.   This Assignment is made, and the Policy is to be held, as
collateral security for the premium payments made by Assignee, pursuant to
the terms of the Plan.

     2.   The Assignee's interest in the Policy shall further be limited
to:

          a. the right to recover the aggregate amount of insurance premium
     paid by the Assignee less the aggregate portion contributed by the
     Participant (the Assignee's Share of Premium) in the event the Policy
     is surrendered or canceled by the Owner as provided in Section 7.1 of
     the Plan,

          b. the right to recover, upon the death of the Participant, all
     proceeds in excess of the death benefit promised in Schedule I of the
     Outside Directors' Life Insurance Benefit Plan,

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          c. the right to recover the Assignee's Share of Premium, the
     right to recover the excess of cash value over the Net Single Premium,
     or the right to receive ownership of the Policy in the event of
     termination of the split dollar arrangement as provided in Article 8
     of the Plan.



     3.   Except as specifically herein granted to the Assignee, the Owner
shall retain all incidents of ownership in the Policy including, but not
limited to, the right to assign his interest in the Policy, the right to
change the beneficiary of that portion of the proceeds to which he is
entitled under Article 6 of the Plan, and the right to exercise all
settlement options permitted by the terms of the Policy.  Provided,
however, that all rights retained by the Owner shall be subject to the
terms and conditions of the Plan.

     4.   The Assignee shall, upon request, forward the Policy to the
Insurer, without unreasonable delay, for endorsement of any designation of
change of beneficiary, any election of optional mode of settlement, or the
exercise of any other right reserved by the Owner hereunder.

     5.   The Insurer is hereby authorized to recognize the Assignee's
claims to rights hereunder without investigating the reason for any action
taken by the Assignee, the amount of its Share of Premium, the existence of
any default therein, the giving of any notice required herein, or the
application to be made by the Assignee of any amounts to be paid to the
Assignee.

          The signature of the Assignee shall be sufficient for the
exercise of any rights under the Policy assigned hereby to the Assignee,
and the receipt of the Assignee for any sums received by it shall be a full
discharge and release therefore to the Insurer.

     6.   The insurer shall be fully protected in recognizing the requests
made by the Owner for surrender of the Policy with or without the consent
of the Assignee, and, upon such surrender, the Policy shall be terminated
and shall be of no further force or effect.

     7.   Upon the full payment to the Assignee of its Share of Premium, or
in the event of a Change in Control upon recovery of the excess of cash
value over the Net Single Premium the Assignee shall release the Collateral
Assignment and reassign to the Owner all specific rights included in this
Collateral Assignment.

     IN WITNESS WHEREOF, the undersigned Owner has executed this Assignment
the date and year first above written.




                        Witness                              Owner


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