EXHIBIT
4.10






PORTLAND
GENERAL ELECTRIC COMPANY


TO


HSBC
BANK USA, NATIONAL ASSOCIATION


(AS
SUCCESSOR TO THE MARINE MIDLAND TRUST


COMPANY
OF NEW YORK)


Trustee.


Fifty-          
Supplemental Indenture


Dated:            
    , 20    


$                    
First Mortgage Bonds,


        %
Series, due         


Supplemental
to Indenture of Mortgage and Deed of Trust,


dated
July 1, 1945 of Portland General Electric Company.


THIS
INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY


THIS
INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
















This FIFTY-EIGHTH SUPPLEMENTAL INDENTURE
(hereinafter this “Supplemental Indenture”), dated           
  , 20  , is made by and between Portland
General Electric Company, an Oregon corporation (hereinafter called the “Company”),
and HSBC Bank USA, National Association (as successor to The Marine Midland
Trust Company of New York), a national banking association, as Trustee
(hereinafter called the “Trustee”).


WHEREAS, the
Company has heretofore executed and delivered its Indenture of Mortgage and
Deed of Trust (herein sometimes referred to as the “Original Indenture”),
dated July 1, 1945, to the Trustee to secure an issue of First Mortgage Bonds
of the Company; and


WHEREAS, bonds in
the aggregate principal amount of $34,000,000 have heretofore been issued under
and in accordance with the terms of the Original Indenture as bonds of an
initial series designated “First Mortgage Bonds, 3-1/8% Series due 1975”
(herein sometimes referred to as the “Bonds of the 1975 Series”); and


WHEREAS, the
Company has heretofore executed and delivered to the Trustee several
supplemental indentures which provided, among other things, for the creation or
issuance of several new series of First Mortgage Bonds under the terms of the
Original Indenture as follows:


	
  Supplemental

  Indenture

  	
   

  	
  Dated

  	
   

  	
  Series Designation

  	
   

  	
  Principal

  Amount

  	
   

  
	
  First

  	
   

  	
  11-1-47

  	
   

  	
  3-1/2% Series
  due 1977

  	
   

  	
  $ 

  	
  6,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Second

  	
   

  	
  11-1-48

  	
   

  	
  3-1/2%  Series due 1977

  	
   

  	
  4,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Third

  	
   

  	
  5-1-52

  	
   

  	
  3-1/2% Second
  Series due 1977

  	
   

  	
  4,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourth

  	
   

  	
  11-1-53

  	
   

  	
  4-1/8% Series
  due 1983

  	
   

  	
  8,000,000 

  	
  (2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifth

  	
   

  	
  11-1-54

  	
   

  	
  3-3/8% Series
  due 1984

  	
   

  	
  12,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixth

  	
   

  	
  9-1-56

  	
   

  	
  4-1/4% Series
  due 1986

  	
   

  	
  16,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seventh

  	
   

  	
  6-1-57

  	
   

  	
  4-7/8% Series
  due 1987

  	
   

  	
  10,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eighth

  	
   

  	
  12-1-57

  	
   

  	
  5-1/2% Series
  due 1987

  	
   

  	
  15,000,000 

  	
  (3)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ninth

  	
   

  	
  6-1-60

  	
   

  	
  5-1/4% Series
  due 1990

  	
   

  	
  15,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tenth

  	
   

  	
  11-1-61

  	
   

  	
  5-1/8% Series
  due 1991

  	
   

  	
  12,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eleventh

  	
   

  	
  2-1-63

  	
   

  	
  4-5/8% Series
  due 1993

  	
   

  	
  15,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twelfth

  	
   

  	
  6-1-63

  	
   

  	
  4-3/4% Series
  due 1993

  	
   

  	
  18,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirteenth

  	
   

  	
  4-1-64

  	
   

  	
  4-3/4% Series
  due 1994

  	
   

  	
  18,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourteenth

  	
   

  	
  3-1-65

  	
   

  	
  4.70% Series due
  1995

  	
   

  	
  14,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifteenth

  	
   

  	
  6-1-66

  	
   

  	
  5-7/8% Series due
  1996

  	
   

  	
  12,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixteenth

  	
   

  	
  10-1-67

  	
   

  	
  6.60% Series due
  October 1, 1997

  	
   

  	
  24,000,000 

  	
  (1)

  
									



 



 1
 









 


	
  Seventeenth

  	
   

  	
  4-1-70

  	
   

  	
  8-3/4% Series
  due April 1, 1977

  	
   

  	
  20,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eighteenth

  	
   

  	
  11-1-70

  	
   

  	
  9-7/8% Series due November 1, 
  2000

  	
   

  	
  20,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nineteenth

  	
   

  	
  11-1-71

  	
   

  	
  8% Series due
  November 1, 2001

  	
   

  	
  20,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twentieth

  	
   

  	
  11-1-72

  	
   

  	
  7-3/4% Series
  due November 1, 2002

  	
   

  	
  20,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-first

  	
   

  	
  4-1-73

  	
   

  	
  7.95% Series due
  April 1, 2003

  	
   

  	
  35,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-second

  	
   

  	
  10-1-73

  	
   

  	
  8-3/4% Series
  due October 1, 2003

  	
   

  	
  17,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-third

  	
   

  	
  12-1-74

  	
   

  	
  10-1/2% Series
  due December 1, 1980

  	
   

  	
  40,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-fourth

  	
   

  	
  4-1-75

  	
   

  	
  10% Series due
  April 1, 1982

  	
   

  	
  40,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-fifth

  	
   

  	
  6-1-75

  	
   

  	
  9-7/8% Series
  due June 1, 1985

  	
   

  	
  27,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-sixth

  	
   

  	
  12-1-75

  	
   

  	
  11-5/8% Series
  due December 1, 2005

  	
   

  	
  50,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-seventh

  	
   

  	
  4-1-76

  	
   

  	
  9-1/2% Series
  due April 1, 2006

  	
   

  	
  50,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-eighth

  	
   

  	
  9-1-76

  	
   

  	
  9-3/4% Series
  due September 1, 1996

  	
   

  	
  62,500,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-ninth

  	
   

  	
  6-1-77

  	
   

  	
  8-3/4% Series
  due June 1, 2007

  	
   

  	
  50,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirtieth

  	
   

  	
  10-1-78

  	
   

  	
  9.40% Series due
  January 1, 1999

  	
   

  	
  25,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-first

  	
   

  	
  11-1-78

  	
   

  	
  9.80% Series due
  November 1, 1998

  	
   

  	
  50,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-second

  	
   

  	
  2-1-80

  	
   

  	
  13-1/4% Series
  due February 1, 2000

  	
   

  	
  55,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-third

  	
   

  	
  8-1-80

  	
   

  	
  13-7/8% Series
  due August 1, 2010

  	
   

  	
  75,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-sixth

  	
   

  	
  10-1-82

  	
   

  	
  13-1/2% Series
  due October 1, 2012

  	
   

  	
  75,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-seventh

  	
   

  	
  11-15-84

  	
   

  	
  11-5/8% Extendable
  Series A due

  	
   

  	
  75,000,000 

  	
  (4)

  
	
  

  	
   

  	
   

  	
   

  	
  November 15,
  1999

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-eighth

  	
   

  	
  6-1-85

  	
   

  	
  10-3/4% Series
  due June 1, 1995

  	
   

  	
  60,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-ninth

  	
   

  	
  3-1-86

  	
   

  	
  9-5/8% Series
  due March 1, 2016

  	
   

  	
  100,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortieth

  	
   

  	
  10-1-90

  	
   

  	
  Medium Term Note
  Series

  	
   

  	
  200,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-first

  	
   

  	
  12-1-91

  	
   

  	
  Medium Term Note
  Series I

  	
   

  	
  150,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-second

  	
   

  	
  4-1-93

  	
   

  	
  7-3/4% Series
  due April 15, 2023

  	
   

  	
  150,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-third

  	
   

  	
  7-1-93

  	
   

  	
  Medium Term
  Notes Series II

  	
   

  	
  75,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-fourth

  	
   

  	
  8-1-94

  	
   

  	
  Medium Term
  Notes Series III

  	
   

  	
  75,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-fifth

  	
   

  	
  5-1-95

  	
   

  	
  Medium Term
  Notes Series IV

  	
   

  	
  75,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-sixth

  	
   

  	
  8-1-96

  	
   

  	
  Medium Term
  Notes Series V

  	
   

  	
  50,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-seventh

  	
   

  	
  12-14-01

  	
   

  	
  Second Series
  due 2002

  	
   

  	
  150,000,000 

  	
  (4)

  



 



 2
 









 


	
  Forty-eighth

  	
   

  	
  6-1-02

  	
   

  	
  Collateral
  Series due 2003

  	
   

  	
  72,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-ninth

  	
   

  	
  6-1-02

  	
   

  	
  Second
  Collateral Series due 2003

  	
   

  	
  150,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiftieth

  	
   

  	
  10-1-02

  	
   

  	
  8-1/8% Series
  due 2010

  	
   

  	
  150,000,000 

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-first

  	
   

  	
  10-1-02

  	
   

  	
  5.6675% Series
  due 2012

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-second

  	
   

  	
  4-1-03

  	
   

  	
  5.279% Series
  due 2013

  	
   

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-third

  	
   

  	
  5-1-03

  	
   

  	
  Collateral
  Series A due 2033

  	
   

  	
  142,400,000

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
  Collateral
  Series B due 2033

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
  Collateral
  Series C due 2033

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-fourth

  	
   

  	
  5-1-03

  	
   

  	
  Collateral
  Series due 2004

  	
   

  	
  150,000,000 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-fifth

  	
   

  	
  7-1-03

  	
   

  	
  Medium Term
  Notes Series VI

  	
   

  	
  200,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-sixth

  	
   

  	
  5-1-06

  	
   

  	
  6.31% Series due
  2036

  	
   

  	
  175,000,000

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
  6.26% Series due
  2031

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-seventh

  	
   

  	
  12-1-06

  	
   

  	
  5.80% Series due
  2039

  	
   

  	
  170,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-eighth

  	
   

  	
  4-1-07

  	
   

  	
  5.81% Series due 2037

  	
   

  	
  130,000,000

  	
   

  







(1)           Paid in full at
maturity.


(2)                                  This
entire issue of Bonds was redeemed out of proceeds from the sale of First
Mortgage Bonds, 3-3/8% Series due 1984.


(3)                                  This
entire issue of Bonds was redeemed out of proceeds from the sale of First
Mortgage Bonds, 4-5/8% Series due 1993.


(4)           Redeemed in full prior to maturity.


which bonds are sometimes referred to herein as the “Bonds
of the 1977 Series,” “Bonds of the 1977 Second Series,” “Bonds of the 1983
Series,” “Bonds of the 1984 Series,” “Bonds of the 1986 Series,” “Bonds of the 47¤8%
Series due 1987,” “Bonds of the 51¤2%
Series due 1987,” “Bonds of the 1990 Series,” “Bonds of the 1991 Series,” “Bonds
of the 45¤8%
Series due 1993,” “Bonds of the 43¤4%
Series due 1993,” “Bonds of the 1994 Series,” “Bonds of the 1995 Series,” “Bonds
of the 1996 Series,” “Bonds of the 1997 Series,” “Bonds of the 1977 Third Series,”
“Bonds of the 2000 Series,” “Bonds of the 2001 Series,” “Bonds of the 2002
Series,” “Bonds of the 2003 Series,” “Bonds of the 2003 Second Series,” “Bonds
of the 1980 Series,” “Bonds of the 1982 Series,” “Bonds of the 1985 Series,” “Bonds
of the 2005 Series,” “Bonds of the 2006 Series,” “Bonds of the 1996 Second
Series,” “Bonds of the 2007 Series,” “Bonds of the 1999 Series,” “Bonds of the
1998 Series,” “Bonds of the 2000 Second Series,” “Bonds of the 2010 Series,” “Bonds
of the 2012 Series,” “Bonds of the Extendable Series A,” “Bonds of the 1995
Second Series,” “Bonds of the 2016 Series,” “Bonds of the Medium Term Note
Series,” “Bonds of the Medium Term Note Series I,” “Bonds of the 2023 Series,” “Bonds
of the Medium Term Note Series II,” “Bonds of the Medium Term Note Series III,”
“Bonds of the Medium Term Note Series IV,” “Bonds of the Medium Term Note
Series V,” “Bonds of the 2002 Second Series,” “Bonds of the Collateral
Series,” “Bonds of the Second Collateral Series,” “Bonds of the 2010 Second Series,”
“Bonds of the 2012 Second Series,” “Bonds of the 2013 Series,” “Bonds of the
2033 Series,” “Bonds of the 2004 Collateral Series,” “Bonds of the Medium Term
Note Series VI,”



 3
 









“Bonds of the 2036
Series,” “Bonds of the 2031 Series,” “Bonds of the 2039 Series,” and “Bonds of
the 2037 Series,” respectively; and


WHEREAS, the
Original Indenture provides that the Company and the Trustee, subject to the
conditions and restrictions in the Original Indenture contained, may enter into
an indenture or indentures supplemental thereto, which shall thereafter form a
part of said Original Indenture, among other things, to mortgage, pledge,
convey, transfer, or assign to the Trustee and to subject to the lien of the
Original Indenture with the same force and effect as though included in the
granting clauses thereof, additional properties acquired by the Company after
the execution and delivery of the Original Indenture, and to provide for the
creation of any series of bonds (other than the Bonds of the 1975 Series), designating
the series to be created and specifying the form and provisions of the bonds of
such series as therein provided or permitted, and to provide a sinking,
amortization, replacement, or other analogous fund for the benefit of all or
any of the bonds of any one or more series, of such character and of such
amount, and upon such terms and conditions as shall be contained in such
supplemental indenture; and


WHEREAS, the
Company has heretofore executed and delivered to the Trustee fifty-eight
supplemental indentures amending in certain respects the Original Indenture
(such Original Indenture as so supplemented and amended is hereinafter referred
to as the “Mortgage”); and


WHEREAS, the
Company desires to further amend the Mortgage in certain respects pursuant to
Section 17.01 of the Original Indenture, and the Trustee has agreed to such
amendments; and


WHEREAS, the
Company desires to provide for the creation of a new series of bonds to be
known as “First Mortgage Bonds,     % Series due 20  ”
(sometimes herein referred to as the “Bonds of the 20   Series”
or the “Bonds”), and to specify the form and provisions of the Bonds of
the 20   Series, and to mortgage, pledge, convey, transfer, or
assign to the Trustee and to subject to the lien of the Mortgage certain additional
properties acquired by the Company since the execution and delivery of the
Original Indenture; and


WHEREAS, the
Company intends at this time to provide for the issuance of $130,000,000
aggregate principal amount of Bonds of the 20   Series in accordance
with the terms of the Mortgage and this Supplemental Indenture (the Mortgage as
so supplemented and amended by this Supplemental Indenture referred to as the “Indenture”);
and


WHEREAS, the Bonds
of the 20   Series and the Trustee’s authentication certificate
to be executed on the Bonds of the 20   Series are to be
substantially in the following form, respectively:



 4
 









(Form of Bond of the      % Series due 20  )

[Face of Bond]


	
  No.             

  	
   

  	
  $            

  



 


PORTLAND GENERAL
ELECTRIC COMPANY


FIRST MORTGAGE
BOND,     % SERIES DUE 20  


Portland
General Electric Company, an Oregon corporation (hereinafter sometimes called
the “Company”), for value received, hereby promises to pay to                           ,
or registered assigns, the principal sum of                              
Dollars on            ,
20   (the “Maturity Date”), except to the extent
redeemed or repaid prior to the Maturity Date, and to pay interest thereon at
the rate of      per cent per annum (calculated on the basis of a 360-day year of
twelve 30-day months) until the principal hereof is paid or made available for
payment.  Interest will be paid
semi-annually in arrears on         
and          (each an “Interest
Payment Date”) each year from the Interest Payment Date next preceding the
date this bond is executed by the Company, or, if the date this bond is
executed by the Company is an Interest Payment Date, from such Interest Payment
Date, or, if the date this bond is executed by the Company is prior to the
Original Issue Date specified above, from the Original Issue Date.  If and to the extent the Company shall
default in the payment of interest due on an Interest Payment Date, then
interest shall be paid from the date to which interest has been paid, provided, however,
that if such default shall be in respect of the interest due on the first
Interest Payment Date following the Original Issue Date, then interest shall be
paid from the Original Issue Date.  If
the Maturity Date or an Interest Payment Date falls on a day which is not a
Business Day, as defined below, principal or interest payable with respect to
such Maturity Date or Interest Payment Date will be paid on the next succeeding
Business Day with the same force and effect as if made on such Maturity Date or
Interest Payment Date, as the case may be. 
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions, be paid to the
person in whose name this bond (or one or more predecessor bonds) is registered
at the close of business on the fifteenth day (whether or not a Business Day)
next preceding such Interest Payment Date (the “Regular Record Date”); provided, however, that interest payable
on the Maturity Date will be payable to the person to whom the principal hereof
shall be payable.  Should the Company
default in the payment of interest (“Defaulted Interest”), the Defaulted
Interest shall be paid to the person in whose name this bond (or one or more
predecessor bonds) is registered on a subsequent record date fixed by the
Company, which subsequent record date shall be fifteen days prior to the
payment of such Defaulted Interest.  As
used herein, “Business Day” means any day, other than a Saturday or
Sunday, on which banks in The City of New York are not required or authorized
by law to close.


Payment
of the principal of and interest on this bond will be made in immediately
available funds at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. 
The Trustee, as paying agent of the Company, will make all payments of
principal and interest by wire transfer of immediately available funds; provided, however, that appropriate
written wire



 5
 









transfer
instructions must have been received by the Trustee not less than sixteen days
prior to the applicable Interest Payment Date, Maturity Date, or redemption
date; and provided further, however, that if the
Original Issue Date is less than sixteen days prior to the First Interest
Payment Date, payment of interest on such date will be by wire transfer of
immediately available funds, if appropriate written wire transfer instructions
have been received by the Trustee on or before the Original Issue Date.


Reference
is hereby made to the further provisions of this bond set forth on the reverse
hereof, including terms of redemption, and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.


This
bond shall not become or be valid or obligatory for any purpose until the
authentication certificate hereon shall have been signed by the Trustee.


IN WITNESS WHEREOF, PORTLAND GENERAL ELECTRIC COMPANY has
caused this instrument to be executed manually or in facsimile by its duly
authorized officers and has caused a facsimile of its corporate seal to be
imprinted hereon.


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PORTLAND GENERAL ELECTRIC COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Assistant Secretary

  	
   

  	
   

  	
   

  
						




 6
 









(Form of Trustee’s
Authentication Certificate for

Bonds of the     % Series due 20  )


This
is one of the bonds, of the series designated herein, described in the
within-mentioned Indenture.


	
  

  	
  HSBC BANK USA, NATIONAL

  
	
   

  	
  ASSOCIATION, AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 



 7















[Reverse of Bond]


This
bond is one of the bonds of a series designated as First Mortgage Bonds,       
% Series due 20       (sometimes herein
referred to as the “Bonds of the 20     Series”)
limited to a maximum aggregate principal amount of $             .  Bonds of the 20     
Series are bonds of an authorized issue of bonds of the Company known as First
Mortgage Bonds, not limited as to maximum aggregate principal amount, all
issued or issuable in one or more series under and equally secured (except insofar
as any sinking fund, replacement fund, or other fund established in accordance
with the provisions of the Indenture hereinafter mentioned may afford
additional security for the bonds of any specific series) by an Indenture of
Mortgage and Deed of Trust dated July 1, 1945, duly executed and delivered by
the Company to HSBC Bank USA, National Association (as successor to The Marine
Midland Trust Company of New York), as Trustee, as supplemented, amended, and
modified by fifty-           
supplemental indentures and by the Fifty-           
Supplemental Indenture (such Indenture of Mortgage and Deed of Trust as so
supplemented, amended, and modified by such fifty-           
supplemental indentures and the Fifty-           
Supplemental Indenture being hereinafter called the “Indenture”), to
which Indenture reference is hereby made for a description of the property
mortgaged and pledged as security for said bonds, the nature and extent of the
security, and the rights, duties, and immunities thereunder of the Trustee, the
rights of the holders of said bonds and of the Trustee and of the Company in
respect of such security, and the terms upon which said bonds may be issued
thereunder.  Capitalized terms used
herein and not defined herein shall have the respective meanings in the
Indenture, unless otherwise noted.


The
Bonds of the 20       Series may be
redeemed by the Company prior to maturity as a whole, at any time, or in part,
from time to time on notice given not more than ninety nor less than thirty
days prior to the date of such redemption at the option of the Company at a
price equal to the greater of (i) the principal amount of the portion of this
bond to be redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest (not including any portion of such
payments of interest accrued as of the date of redemption) due on this bond (or
portion thereof) to be redeemed, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus 50 basis points, together in each case with
accrued and unpaid interest to the date of redemption.


If
this bond or any portion thereof ($           
or an integral multiple thereof) is duly called for redemption and payment duly
provided for as specified in the Indenture, this bond or such portion thereof
shall cease to be entitled to the lien of the Indenture from and after the date
payment is so provided for and shall cease to bear interest from and after the
date fixed for such redemption.


In
the event of the selection for redemption of a portion only of the principal of
this bond, payment of the redemption price will be made only upon surrender of
this bond in exchange for a bond or bonds (but only of authorized denominations
of the same series) for the unredeemed balance of the principal amount of this
bond.



 8
 









The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the holders of not less than seventy-five percent in principal
amount of the bonds (exclusive of bonds disqualified by reason of the Company’s
interest therein) at the time outstanding, including, if more than one series
of bonds shall be at the time outstanding, not less than sixty percent in
principal amount of each series affected, to effect, by an indenture
supplemental to the Indenture, modifications or alterations of the Indenture
and of the rights and obligations of the Company and of the holders of the
bonds and coupons; provided, however, that no such modification or
alteration shall be made without the written approval or consent of all holders
hereof which will (i) extend the maturity of this bond or reduce the rate or
extend the time of payment of interest hereon or reduce the amount of the principal
hereof, (ii) permit the creation of any lien, not otherwise permitted, prior to
or on a parity with the lien of the Indenture, or (iii) reduce the percentage
of the principal amount of the bonds upon the approval or consent of the
holders of which modifications or alterations may be made as aforesaid.


The
transfer of this bond is registrable by the registered owner hereof in person
or by such owner’s attorney duly authorized in writing, at the corporate trust
office of the Trustee in the Borough of Manhattan, City and State of New York,
upon surrender of this bond for cancellation and upon payment of any taxes or
other governmental charges payable upon such transfer, and thereupon a new
registered bond or bonds of the same series and of a like aggregate principal
amount will be issued to the transferee or transferees in exchange therefor.


The
Company, the Trustee, and any paying agent may deem and treat the person in
whose name this bond is registered as the absolute owner hereof for the purpose
of receiving payments of or on account of the principal hereof and interest due
hereon, and for all other purposes, whether or not this bond shall be overdue,
and neither the Company, the Trustee, nor any paying agent shall be affected by
any notice to the contrary.


Bonds
of this series are issuable only in fully registered form without coupons in
denominations of $           
or any amount in excess thereof that is an integral multiple of $           .  The registered owner of this bond at its
option may surrender the same for cancellation at said office of the Trustee
and receive in exchange therefor the same aggregate principal amount of
registered bonds of the same series but of other authorized denominations upon
payment of any taxes or other governmental charges payable upon such exchange
and subject to the terms and conditions set forth in the Indenture.  Bonds may be issued in a denomination of less
than $           
(but in multiples of at least $           )
if necessary to enable the registration of a transfer by a holder of its entire
holding of Bonds, or if necessary for the redemption of Bonds.


If
an event of default as defined in the Indenture shall occur, the principal of
this bond may become or be declared due and payable before maturity in the manner
and with the effect provided in the Indenture. 
The holders, however, of certain specified percentages of the bonds
(exclusive of bonds disqualified by reason of the Company’s interest therein)
at the time outstanding, including in certain cases specified percentages of
bonds of particular series, may in certain cases, to the extent and as provided
in the Indenture, waive certain defaults thereunder and the consequences of
such defaults.



 9
 









No
recourse shall be had for the payment of the principal of or the interest on
this bond, or for any claim based hereon, or otherwise in respect hereof or of
the Indenture, against any incorporator, shareholder, director, or officer,
past, present, or future, as such, of the Company or of any predecessor or
successor corporation, either directly or through the Company or such
predecessor or successor corporation, under any constitution or statute or rule
of law, or by the enforcement of any assessment or penalty, or otherwise, all
such liability of incorporators, shareholders, directors, and officers, as
such, being waived and released by the holder and owner hereof by the
acceptance of this bond and as provided in the Indenture.


The
Indenture provides that this bond shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be construed in
accordance with and governed by the laws of said State.


(End of Form of
Bond of the       % Series due 20      )


and


WHEREAS, all acts
and proceedings required by law and by the charter or articles of incorporation
and bylaws of the Company necessary to make the Bonds to be issued hereunder,
when executed by the Company, authenticated and delivered by the Trustee, and
duly issued, the valid, binding, and legal obligations of the Company, and to
constitute this Supplemental Indenture a valid and binding instrument, have
been done and taken; and the execution and delivery of this Supplemental
Indenture have been in all respects duly authorized;


NOW, THEREFORE,
THIS SUPPLEMENTAL INDENTURE WITNESSETH, that, in order to secure the payment of
the principal of, premium, if any, and interest on all First Mortgage Bonds at
any time issued and outstanding under the Original Indenture as supplemented
and modified by the fifty-           
supplemental indentures hereinbefore described and as supplemented and modified
by this Supplemental Indenture, according to their tenor, purport, and effect,
and to secure the performance and observance of all the covenants and
conditions therein and herein contained, and for the purpose of confirming and
perfecting the lien of the Indenture on the properties of the Company
hereinafter described, or referred to, and for and in consideration of the
premises and of the mutual covenants herein contained, and acceptance of the
Bonds by the holders thereof, and for other valuable consideration, the receipt
whereof is hereby acknowledged, the Company has executed and delivered this
Supplemental Indenture and by these presents does grant, bargain, sell,
warrant, alien, convey, assign, transfer, mortgage, pledge, hypothecate, set
over, and confirm unto the Trustee the following property, rights, privileges,
and franchises (in addition to all other property, rights, privileges, and
franchises heretofore subjected to the lien of the Original Indenture as
supplemented by the fifty-           
supplemental indentures hereinbefore described and not heretofore released from
the lien thereof, all of which shall secure all bonds, including the Bonds of
the 20      Series), to wit:



 10
 









CLAUSE I


Without in any way
limiting anything in the Mortgage or hereinafter described, all and singular
the lands, real estate, chattels real, interests in land, leaseholds, ways,
rights-of-way, easements, servitudes, permits and licenses, lands under water,
riparian rights, franchises, privileges, electric generating plants, electric
transmission and distribution systems, and all apparatus and equipment
appertaining thereto, offices, buildings, warehouses, garages, and other
structures, tracks, machine shops, materials and supplies, and all property of
any nature appertaining to any of the plants, systems, business, or operations
of the Company, whether or not affixed to the realty, used in the operation of
any of the premises or plants or systems or otherwise, which have been acquired
by the Company since the execution and delivery of the Original Indenture and
not heretofore included in any indenture supplemental thereto, and now owned or
which may hereafter be acquired by the Company (other than excepted property as
defined in the Mortgage).


CLAUSE II


All corporate,
Federal, State, municipal, and other permits, consents, licenses, bridge
licenses, bridge rights, river permits, franchises, grants, privileges, and
immunities of every kind and description, owned, held, possessed, or enjoyed by
the Company (other than excepted property as defined in the Mortgage) and all
renewals, extensions, enlargements, and modifications of any of them, which
have been acquired by the Company since the execution and the delivery of the
Original Indenture and not heretofore included in any indenture supplemental
thereto, and now owned or which may hereafter be acquired by the Company.


CLAUSE III


Also all other
property, real, personal, or mixed, tangible or intangible (other than excepted
property as defined in the Mortgage) of every kind, character, and description
and wheresoever situated, whether or not useful in the generation, manufacture,
production, transportation, distribution, sale, or supplying of electricity,
hot water, or steam, which has been acquired by the Company since the execution
and delivery of the Original Indenture and not heretofore included in any
indenture supplemental thereto, and now owned or which may hereafter be
acquired by the Company (other than excepted property as defined in the
Mortgage).


CLAUSE IV


Together with all
and singular the plants, buildings, improvements, additions, tenements,
hereditaments, easements, rights, privileges, licenses, and franchises and all
other appurtenances whatsoever belonging or in any wise pertaining to any of
the property hereby mortgaged or pledged, or intended so to be, or any part
thereof, and the reversion and reversions, remainder and remainders, and the
rents, revenues, issues, earnings, income, products, and profits thereof, and
every part and parcel thereof, and all the estate, right, title, interest,
property, claim, and demand of every nature whatsoever of the Company at law,
in equity, or otherwise howsoever, in, of, and to such property and every part
and parcel thereof (other than excepted property as defined in the Mortgage).



 11
 









TO HAVE AND TO
HOLD all of said property, real, personal, and mixed, and all and singular the
lands, properties, estates, rights, franchises, privileges, and appurtenances
hereby mortgaged, conveyed, pledged, or assigned, or intended so to be,
together with all the appurtenances thereto appertaining and the rents, issues,
and profits thereof, unto the Trustee and its successors and assigns, forever:


SUBJECT, HOWEVER,
to the exceptions, reservations, restrictions, conditions, limitations,
covenants, and matters contained in all deeds and other instruments whereunder
the Company has acquired any of the property now owned by it, and to permitted
encumbrances as defined in Subsection B of Section 1.11 of the Mortgage;


BUT IN TRUST
NEVERTHELESS, for the equal and proportionate use, benefit, security, and
protection of those who from time to time shall hold the bonds authenticated
and delivered under the Original Indenture and the fifty-           
supplemental indentures hereinbefore described or this Supplemental Indenture,
and duly issued by the Company, without any discrimination, preference, or
priority of any one bond over any other by reason of priority in the time of
issue, sale, or negotiation thereof or otherwise, except as provided in Section
11.28 of the Mortgage, so that, subject to said Section 11.28, each and all of
said bonds shall have the same right, lien, and privilege under the Original
Indenture and the fifty-           
supplemental indentures hereinbefore described, or this Supplemental
Indenture, and shall be equally secured thereby and hereby and shall have the
same proportionate interest and share in the trust estate, with the same effect
as if all of the bonds had been issued, sold, and negotiated simultaneously on
the date of delivery of the Original Indenture;


AND UPON THE
TRUSTS, USES, AND PURPOSES and subject to the covenants, agreements, and
conditions in the Original Indenture and the fifty-           
supplemental indentures hereinbefore described and herein set forth and
declared.


ARTICLE ONE.

BONDS OF THE 20     SERIES AND

CERTAIN PROVISIONS RELATING THERETO.


SECTION 1.01.      Certain
Terms of Bonds of the 20        Series. 
There is hereby established a series of First Mortgage Bonds of the
Company designated and entitled as “First Mortgage Bonds,       %
Series due 20     ” (sometimes referred to as
the “Bonds of the 20     Series”).  The aggregate principal amount of the Bonds
of the 20     Series shall be limited to $           ,
excluding, however, any Bonds of the 20     Series
which may be executed, authenticated, and delivered in exchange for or in lieu
of or in substitution for other Bonds of such Series pursuant to the provisions
of the Indenture.


The definitive
Bonds of the 20     Series shall be issuable in
substantially the form as hereinabove set forth in fully registered form
without coupons in the denomination of $           ,
or any amount in excess thereof that is an integral multiple of $           .



 12
 









Notwithstanding
the provisions of Section 2.05 of the Mortgage, each Bond of the 20     
Series shall be dated as of the date of execution by the Company, shall mature
on                   ,
20      (the “Maturity Date”), except to
the extent redeemed or repaid prior to the Maturity Date, and shall bear
interest at the rate of        per cent per annum (calculated on the
basis of a 360-day year of twelve 30-day months) until the principal hereof is
paid or made available for payment. 
Interest will be paid semi-annually in arrears on            
and            
(each an “Interest Payment Date”) each year from the Interest Payment
Date next preceding the date this bond is executed by the Company, or, if the
date this bond is executed by the Company is an Interest Payment Date, from
such Interest Payment Date, or, if the date this bond is executed by the
Company is prior to the Original Issue Date specified on the Bond, from the
Original Issue Date.  If and to the
extent the Company shall default in the payment of interest due on an Interest
Payment Date, then interest shall be paid from the date to which interest has
been paid, provided, however, that if such default shall be in
respect of the interest due on the first Interest Payment Date following the
Original Issue Date, then interest shall be paid from the Original Issue
Date.  If the Maturity Date or an
Interest Payment Date falls on a day which is not a Business Day, as defined
below, principal or interest payable with respect to such Maturity Date or Interest
Payment Date will be paid on the next succeeding Business Day with the same
force and effect as if made on such Maturity Date or Interest Payment Date, as
the case may be.  The person in whose
name any Bond of the 20     Series is registered at
the close of business on the applicable Record Date (as defined below) with
respect to any Interest Payment Date shall be entitled to receive the interest
payable thereon on such Interest Payment Date notwithstanding the cancellation
of such Bond of the 20     Series upon any
registration of transfer or exchange thereof subsequent to such Record Date and
prior to such Interest Payment Date, unless the Company shall default in the
payment of the interest due on such Interest Payment Date, in which case such
defaulted interest shall be paid to the person in whose name such Bond of the
20    Series is registered on a subsequent record date
fixed by the Company, which subsequent record date shall be fifteen days prior
to the payment of such defaulted interest; provided,
however, that interest payable on the Maturity Date will be payable
to the person to whom the principal hereof shall be payable.  As used herein the term “Business Day”
means any day, other than a Saturday or Sunday, on which banks in The City of
New York, New York are not required or authorized by law to close.  As used herein, the term “Record Date”
with respect to any Interest Payment Date shall mean the fifteenth day (whether
or not such day is a Business Day) next preceding such Interest Payment Date.  The principal of the Bonds of the 20    
Series shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts at the office or agency of the Company in the Borough of
Manhattan, City and State of New York, and interest on such Bonds of the 20    
Series shall be payable in like coin or currency at said office or agency.


The
Company shall provide written notice to the Trustee of the Original Issue Date
no later than five days before such date.


Upon compliance
with the provisions of Section 2.06 of the Mortgage and as provided in this
Supplemental Indenture, and upon payment of any taxes or other governmental
charges payable upon such exchange, Bonds of the 20    
Series may be exchanged for a new Bond or Bonds of the 20    
Series of different authorized denominations of like aggregate principal
amount.  The Trustee hereunder shall, by
virtue of its office as such Trustee, be the registrar and 



 13
 









transfer agent of the Company for the purpose of
registering permitted transfers of Bonds of the 20    
Series.


Notwithstanding
the provisions of Section 2.11 of the Mortgage, no service charge shall be made
for any exchange or registration of transfer of Bonds of the 20    
Series, but the Company or the Trustee at either of their option may require
payment of a sum sufficient to cover any tax or other governmental charge
incident thereto.


SECTION 1.02.      Redemption
Provisions for Bonds of the 20      Series.  The Bonds of the 20    
Series may be redeemed prior to maturity at any time, in whole or in part, upon
prior notice given by mailing such notice to the respective registered owners
of such Bonds of the 20     Series not less than
thirty nor more than ninety days prior to the redemption date and as otherwise
required by the provisions of Article Nine of the Mortgage, at the option of
the Company, at a redemption price equal to     
percent of the principal amount of the portion of the Bonds of the 20    
Series to be redeemed.


Notwithstanding
the provisions of Section 9.03 of the Mortgage, in the case of any partial redemption
of the Bonds of the 20     Series, the principal
amount of the Bonds to be redeemed shall be allocated pro rata among all holders
of such Bonds of the 20     Series at the time
outstanding and in accordance with the unpaid principal amount thereof.


SECTION 1.03.      Sections
4.04, 4.05, and 4.06 to Remain in Effect.  Notwithstanding the provisions of Sections
4.04, 4.05, 4.06, and 4.07 of the Mortgage, the provisions of Sections 4.04,
4.05, and 4.06 of the Mortgage shall remain in full force and effect and shall
be performed by the Company so long as any Bonds of the 20    
Series remain outstanding.


SECTION 1.04.      Certain
Requirements of Mortgage to Remain Applicable.  The requirements which are stated in the next
to the last paragraph of Section 1.13 and in Clause (9) of Paragraph A of
Section 3.01 of the Mortgage to be applicable so long as any of the Bonds of
the 1975 Series are outstanding shall remain applicable so long as any of the
Bonds of the 20     Series are outstanding.


SECTION 1.05.      Certain
Exceptions to Sections 2.06 and 2.10 of the Mortgage.  Notwithstanding the provisions of Section
2.06 or Section 2.10 of the Mortgage, the Company shall not be required (a) to
issue, register, discharge from registration, exchange, or register the transfer
of any Bond of the 20     Series for a period of
fifteen days next preceding any selection by the Trustee of Bonds of the 20    
Series to be redeemed or (b) to register, discharge from registration,
exchange, or register the permitted transfer of any Bond of the 20    
Series so selected for redemption in its entirety or (c) to exchange or
register the permitted transfer of any portion of a Bond of the 20    
Series which portion has been so selected for redemption.


SECTION 1.06.      Reference
to Minimum Provision for Depreciation in Certificate of Available Additions.  So long as any Bonds of the 20    
Series remain outstanding, all references to the minimum provision for
depreciation in the form of certificate of available additions set forth in
Section 3.03 of the Mortgage shall be included in any certificate of available
additions 



 14
 









filed with the Trustee, but whenever Bonds of the 20    
Series shall no longer be outstanding, all references to such minimum
provisions for depreciation may be omitted from any such certificate.


SECTION 1.07       Duration of Article One.  This Article One shall be of force and effect
only so long as any Bonds of the 20     Series are
outstanding.


ARTICLE
TWO.

TRUSTEE.


SECTION 2.01.      Duties
of Trustee.  The Trustee
hereby accepts the trust hereby created.  The Trustee undertakes, prior to
the occurrence of an event of default and after the curing of all events of
default which may have occurred, to perform such duties and only such duties as
are specifically set forth in the Original Indenture as heretofore and hereby
supplemented and modified, on and subject to the terms and conditions set forth
in the Original Indenture as so supplemented and modified, and in case of the
occurrence of an event of default (which has not been cured) to exercise such
of the rights and powers vested in it by the Original Indenture as so
supplemented and modified, and to use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity
or sufficiency of this Supplemental Indenture or the Bonds issued hereunder or
the due execution thereof by the Company.  The Trustee shall be under no
obligation or duty with respect to the filing, registration, or recording of
this Supplemental Indenture or the re-filing, re-registration, or re-recording
thereof.  The recitals of fact contained
herein or in the Bonds (other than the Trustee’s authentication certificate)
shall be taken as the statements solely of the Company, and the Trustee assumes
no responsibility for the correctness thereof.


ARTICLE
THREE.

MISCELLANEOUS PROVISIONS.


SECTION 3.01.      Date of
this  Supplemental Indenture.  Although this Supplemental Indenture, for
convenience and for the purpose of reference, is dated           
     , 20    , the
actual date of execution by the Company and by the Trustee is as indicated by
their respective acknowledgments hereto annexed.


SECTION 3.02.      Relation
to Original Indenture.  This
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture as heretofore supplemented and modified,
and as supplemented and modified hereby, the Original Indenture as heretofore
supplemented and modified is in all respects ratified and confirmed, and the
Original Indenture as heretofore and hereby supplemented and modified shall be
read, taken, and construed as one and the same instrument.  All terms used in this Supplemental Indenture
shall be taken to have the same meaning as in the Original Indenture except in
cases where the context clearly indicates otherwise.



 15
 









SECTION 3.03.      Invalid,
Illegal, or Unenforceable Provisions.  In case any one or more of the provisions
contained in this Supplemental Indenture or in the Bonds shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other
provisions of this Supplemental Indenture, but this Supplemental Indenture
shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein.


SECTION 3.04.      Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts, or as many of
them as the Company and the Trustee shall preserve undestroyed, shall together
constitute but one and the same instrument.


SECTION 3.05.      Conflicting
Provision.  If any provision
of this Supplemental Indenture conflicts with another provision of the Mortgage
required to be included in indentures qualified under the Trust Indenture Act
of 1939 (as enacted prior to the date of this Supplemental Indenture) by any of
the provisions of said Act, such required provision shall control.


SECTION 3.06.      Headings.  Article
and Section headings and the table of contents used herein are for
convenience of reference only, are not part of this Supplemental
Indenture, and are not to affect the construction of, or to be taken into
consideration in interpreting, this Supplemental Indenture.


SECTION 3.07.      Governing Law.  THIS SUPPLEMENTAL INDENTURE
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK DETERMINED WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), PROVIDED THAT THE FOREGOING SHALL NOT
APPLY TO THE CREATION OR ENFORCEMENT OF ANY LIEN ON REAL PROPERTY CREATED BY
THE INDENTURE, WHICH SHALL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH SUCH
REAL PROPERTY IS LOCATED.



 16















IN
WITNESS WHEREOF, Portland General Electric Company has caused this Supplemental
Indenture to be signed in its corporate name by its President or one of its
Executive Vice Presidents or one of its Vice Presidents and its corporate seal
to be hereunto affixed and attested by its Secretary or one of its Assistant
Secretaries, and in token of its acceptance of the trusts created hereunder,
HSBC Bank USA, National Association has caused this Supplemental Indenture to
be signed in its corporate name by one of its Vice Presidents or one of its
Assistant Vice Presidents or one of its Corporate Trust Officers and its
corporate seal to be hereunto affixed and attested by one of its Corporate
Trust Officers, all as of the day and year first above written.


	
   

  	
  PORTLAND
  GENERAL ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Seal)

  	
   

  
						



 


	
  

  	
  HSBC BANK USA, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Seal)

  	
   

  
						



 



 17
 









 


	
  State of Oregon

  	
  )

  
	
   

  	
  ) ss.

  
	
  County of Multnomah

  	
  )

  



 


The foregoing
instrument was acknowledged before me on this       day of               ,
20      by                       ,
the                                                                                  
of PORTLAND GENERAL ELECTRIC COMPANY, an Oregon corporation, on behalf of said
corporation.


	
  

  	
  Notary Public for Oregon

  
	
   

  	
  My Commission Expires

  	
   

  



 


[NOTARIAL SEAL]



 18
 









 


	
  State
  of New York

  	
  )

  
	
   

  	
  ) ss.

  
	
  County of

  	
   

  	
  )

  
			



 


The foregoing
instrument was acknowledged before me on this       day
of           , 20      
by                                                            ,
a(an)                                                    
of HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, on
behalf of said association.


	
  

  	
  Notary Public, State of New York

  
	
   

  	
  No.

  	
   

  	
   

  
	
   

  	
  My Commission Expires

  	
   

  	
   

  
						



 


[NOTARIAL SEAL]



 19
 









 


	
  State
  of Oregon

  	
  )

  
	
   

  	
  ) ss.

  
	
  County of Multnomah

  	
  )

  



 


                          
and                           ,
the                                                     ,
and an                                                     ,
respectively, of PORTLAND GENERAL ELECTRIC COMPANY, an Oregon corporation, the
mortgagor in the foregoing mortgage named, being first duly sworn, on oath
depose and say that they are the officer above named of said corporation and
that this affidavit is made for and on its behalf by authority of its Board of
Directors and that the aforesaid mortgage is made by said mortgagor in good
faith, and without any design to hinder, delay, or defraud creditors.


Subscribed and
sworn to before me this        day of               ,
20       .


	
  

  	
  Notary Public for Oregon

  
	
   

  	
  My Commission Expires

  	
   

  	
   

  



 


[NOTARIAL SEAL]



 20