PORTLAND GENERAL CORPORATION

                 OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                1996 RESTATEMENT

                                AMENDMENT NO. 1





     This Amendment No. 1 to the Portland General Corporation Outside
 Directors' Life Insurance Benefit Plan, as restated effective January 1, 1996
 (the "Plan") is effective as of September 10, 1996 and has been executed as of
 the 22nd day of October, 1996 on behalf of Portland General Corporation
 (the "Company").

     WHEREAS, pursuant to Section 10.1 of the Plan, the Human Resources
 Committee of the Company's Board of Directors (the "Committee") has the
 authority to amend the Plan; and

     WHEREAS, the Committee has determined that the proposed merger with Enron
 Corporation should not trigger a change in control under Section 2.4 of the
 Plan; and

     WHEREAS, the Committee wishes to reward those Participants who remain with
 the Company following the proposed merger with Enron Corporation;

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

     FIRST:  Section 2.4 is amended in its entirety to read as follows:

 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 Corporation ("PGC") or Portland General
     Electric ("PGE"), any trustee or other fiduciary holding securities under
     an employee benefit plan of PGC or PGE, or any Employer owned, directly or
     indirectly, by the stockholders of PGC or PGE in substantially the same
     proportions as their ownership of stock of PGC or PGE), 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 PGC's or PGE's then outstanding
     voting securities;

         (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 PGC'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.


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                          PORTLAND GENERAL CORPORATION

                 OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                1996 RESTATEMENT

                                AMENDMENT NO. 1
         
         
         (c)  The stockholders of PGC or PGE approve a merger or consolidation
     of PGC or PGE with any other corporation other than (i) the Merger Plan,
     (ii) a merger or consolidation which would result in the voting securities
     of PGC or PGE outstanding immediately prior thereto continuing to
     represent (either by remaining outstanding or by being converted into
     voting securities of the surviving entity) more than eighty percent (80%)
     of the combined voting power of the voting securities of PGC or PGE or
     such surviving entity outstanding immediately after such merger or
     consolidation or (iii) a merger or consolidation effected to implement a
     recapitalization of PGC or PGE (or similar transaction) in which no
     "person" (as hereinabove defined) acquires more than thirty percent (30%)
     of the combined voting power of PGC's or PGE's then outstanding
     securities; or

         (d)  The stockholders of PGC or PGE approve a plan of complete
     liquidation of PGC or PGE or an agreement for the sale or disposition by
     PGC or PGE of sixty percent (60%) or more of PGC's or PGE's assets
     (including stock of subsidiaries) to a person or entity that is not a
     subsidiary or parent corporation. For purposes of determining whether a
     sale or other disposition of sixty percent (60%) of PGE's assets has
     occurred, only long-term assets shall be considered. Assets shall not be
     considered long-term assets if they constitute "regulatory assets,"
     "stranded investments" or abandoned or nonoperational projects. Projects
     in economy shutdown shall be considered long-term assets.

     SECOND:  A new Section 2.11 shall be added to read as follows, with the
 former Section 2.11 becoming Section 2.12 and subsequent sections being
 renumbered accordingly:

 2.11  Merger Plan

     "Merger Plan" shall mean the Agreement and Plan of Merger by and between
 Enron Corporation, Portland General Corporation and New Falcon Corp., dated as
 of July 20, 1996, as that Agreement may be amended or restated from time to
 time.

     THIRD:  New subsections (c) and (d) shall be added to the end of Section
 8.2 to read as follows:

         (c)  In the event of termination of service on the Board, or the Board
     of the successor corporation established pursuant to the Merger Plan, or
     any advisory committee to the Board or officers of a corporation
     qualifying as both a Direct Subsidiary of Company and Participating
     Company of the Plan, occurring at least one (1) year from the consummation
     date of the Merger Plan, the Participant shall be deemed to have retired
     for purposes of this Plan and shall be eligible to make the election
     specified in Section 8.4.

         (d)  In the event of involuntary termination of service on the Board,
     or the Board of the successor corporation established pursuant to the
     Merger Plan, or any advisory committee to
     

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                          PORTLAND GENERAL CORPORATION

                 OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                1996 RESTATEMENT

                                AMENDMENT NO. 1

     the Board or officers of a
     corporation qualifying as both a Direct Subsidiary of Company and
     Participating Company of the Plan, without Cause, occurring during the one
     (1) year period beginning with the date the stockholders of PGC or PGE
     approve the Merger Plan, the Participant shall be entitled to the Change
     in Control benefit specified in Section 8.3.

     FOURTH:  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:    /s/ Don F. Kielblock
                                                 Its Vice President



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