PORTLAND GENERAL CORPORATION

                     MANAGEMENT DEFERRED COMPENSATION PLAN

                               1996 RESTATEMENT

                                AMENDMENT NO. 2




     This Amendment No. 2 to the Portland General Corporation Management
Deferred Compensation Plan, as restated effective January 1, 1996 (the "Plan")
is effective as of November 4, 1996 and has been executed as of the 6th day of
November 1996 on behalf of Portland General Corporation (the "Company").
     WHEREAS, pursuant to Section 10.1, the Human Resources Committee of the
Company's Board of Directors (the "Committee") has the authority to amend the
Plan; and

     WHEREAS, the Committee wishes to allow Participants who transfer to
companies affiliated with the Company or joint venture partners of the Company
to maintain their accounts with the Company until they are no longer employed
by an affiliated company;

     NOW, THEREFORE, the Plan is hereby amended as follows:

     FIRST:  Section 3.1(b) is amended in its entirety to read as follows:

         (b) CESSATION OF ELIGIBILITY.  An Eligible Employee who ceases to be
     an employee of a Participating Employer or to satisfy condition 2.13(a) or
     2.13(b) of the definition of Eligible Employee shall cease participating
     as to new deferrals immediately. An Eligible Employee who ceases to
     satisfy condition 2.13(c) of the definition of Eligible Employee may
     continue to participate in the Plan if such individual has a current
     election to defer under the Plan at the time the Employee ceases to
     satisfy condition 2.13(c).

     SECOND:  Section 5.1(a) is amended in its entirety to read as follows:

         (a) ENTITLEMENT TO BENEFITS AT TERMINATION.  Benefits under this Plan
     shall be payable to a Participant on termination of employment with all
     Participating Employers. The amount of the benefit shall be the balance of
     the Participant's Account including Interest to the date of payment, in
     the form elected under Paragraph 5.3 below.

         Notwithstanding the above, if a Participant transfers employment from
     a Participating Employer to an affiliate of the Company or Portland
     General Electric Company, including subsidiaries and joint venture
     partners, the status of which shall be determined at the discretion of the
     Senior Administrative Officer, the Participating Employer shall continue
     to maintain the Participant's Account pursuant to Section IV. Benefits
     shall be payable to such Participant under this paragraph or Paragraph
     5.1(b) below when the Participant is no longer employed by any affiliated
     company, as determined at the discretion of the Senior Administrative
     Officer.

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                         PORTLAND GENERAL CORPORATION

                     MANAGEMENT DEFERRED COMPENSATION PLAN

                               1996 RESTATEMENT

                                AMENDMENT NO. 2




     THIRD:  Except as provided herein, all other Plan provisions shall remain
in full force and effect.

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
as of the day and year first written above.




                                      PORTLAND GENERAL CORPORATION


                                  By: _________________________________
                                      Donald F. Kielblock
                                      Senior Administrative Officer and
                                      Vice President, Human Resources


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