Exhibit 4.11
 


 


REGISTRATION RIGHTS
AGREEMENT


by and between


Portland General Electric
Company


and


Enron Disputed Claims
Reserve






Dated as of May 31, 2007


 



   
 















TABLE OF CONTENTS


	
  1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  2.

  	
   

  	
  DEMAND REGISTRATIONS

  	
   

  	
  3

  
	
  3.

  	
   

  	
  PIGGYBACK REGISTRATIONS

  	
   

  	
  5

  
	
  4.

  	
   

  	
  HOLDBACK AGREEMENT

  	
   

  	
  6

  
	
  5.

  	
   

  	
  REGISTRATION PROCEDURES

  	
   

  	
  6

  
	
  6.

  	
   

  	
  PAYMENT OF EXPENSES

  	
   

  	
  10

  
	
  7.

  	
   

  	
  INDEMNIFICATION AND CONTRIBUTION

  	
   

  	
  11

  
	
  8.

  	
   

  	
  PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

  	
   

  	
  13

  
	
  9.

  	
   

  	
  TERM OF AGREEMENT

  	
   

  	
  14

  
	
  10.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  14

  



 



 i
 









Index of Defined Terms


	
  

  	
   

  	
  Page

  



 


	
  Affiliate

  	
   

  	
  1

  
	
  Agreement

  	
   

  	
  1

  
	
  Business Day

  	
   

  	
  1

  
	
  Commission

  	
   

  	
  2

  
	
  Common Stock

  	
   

  	
  2

  
	
  Company

  	
   

  	
  1

  
	
  Company Expenses

  	
   

  	
  11

  
	
  control

  	
   

  	
  1

  
	
  Demand Registration

  	
   

  	
  3

  
	
  Demand Registration Statement

  	
   

  	
  3

  
	
  Disbursing Agent

  	
   

  	
  2

  
	
  Exchange Act

  	
   

  	
  2

  
	
  Holder

  	
   

  	
  1

  
	
  indemnified party

  	
   

  	
  13

  
	
  indemnifying party

  	
   

  	
  13

  
	
  Liabilities

  	
   

  	
  12

  
	
  Person

  	
   

  	
  2

  
	
  Piggyback Registration

  	
   

  	
  5

  
	
  Piggyback Registration Statement

  	
   

  	
  5

  
	
  Plan

  	
   

  	
  2

  
	
  Prospectus

  	
   

  	
  2

  
	
  Registrable Shares

  	
   

  	
  2

  
	
  Registration Expenses

  	
   

  	
  11

  
	
  Registration Statement

  	
   

  	
  2

  
	
  Securities Act

  	
   

  	
  3

  
	
  Suspension Notice

  	
   

  	
  10

  
	
  underwritten registration or underwritten offering

  	
   

  	
  3

  



 



 ii















REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 31, 2007, is
between Portland General Electric Company, an Oregon corporation (the “Company”),
and the Enron Disputed Claims Reserve, created pursuant to Section 21.3(a)
of the Plan (as defined below) for the benefit of holders of claims under the
Plan, by the Disbursing Agent (as defined below) (the “Holder”).


R E C I T A L S


A.            The Company desires
to provide and the Holder wishes to accept certain registration rights.


B.            The Company and the
Holder desire to define such registration rights of the Holder on the terms and
subject to the conditions herein set forth.


AGREEMENTS


In consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


1.                                      Definitions.


In addition to capitalized terms defined elsewhere in this Agreement,
the following capitalized terms shall have the following meaning when used in
this Agreement.


(a)           “Affiliate”
of any Person means any other Person which directly, or indirectly through one
or more intermediaries, controls or is controlled by or is under common control
with, such Person.  The term “control”
(including the terms “controlling,” “controlled by”, and “under common control
with”) as used with respect to any Person means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract, or otherwise.   
Notwithstanding anything to the contrary herein, the Holder and its
Affiliates shall not be deemed to be an Affiliate of the Company.


(b)           “Business Day”
means any day that is not a Saturday, a Sunday, or other day on which banks are
required or authorized by law to be closed in New York, New York.













(c)           “Commission”
means the Securities and Exchange Commission.


(d)           “Common Stock”
means the common stock, no par value, of the Company.


(e)           “Disbursing Agent”
means BDHLR, LLC, as Disbursing Agent under the Plan.


(f)            “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


(g)           “Person” means
an individual, partnership, corporation, limited liability company,
association, joint stock company, trust, joint venture, unincorporated
organization, or other entity, or a governmental entity or any department,
agency, or political subdivision thereof.


(h)           “Plan” means
the Supplemental Modified Fifth Amended Joint Plan of Affiliated Debtors
Pursuant to Chapter 11 of the United States Bankruptcy Code, in In re Enron Corp., et al., including, without limitation,
the Plan Supplement and the exhibits and schedules thereto.


(i)            “Prospectus”
means the prospectus or prospectuses included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Shares covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus or prospectuses.


(j)            “Registrable Shares”
means at any time any shares of Common Stock held by the Holder; provided,
however, that such Registrable Shares shall cease to be Registrable
Shares when (i) such Registrable Shares have been disposed of pursuant to an
effective Registration Statement under the Securities Act, (ii) such
Registrable Shares have been distributed under the Plan to holders of Disputed
Claims or Allowed Claims (each as defined in the Plan), or (iii) such
Registrable Shares have been sold to the public pursuant to Rule 144 under the
Securities Act.


(k)           “Registration Statement” shall mean a registration statement of the Company
which covers any of the Registrable Shares pursuant to the provisions of this
Agreement, on an appropriate form under the Securities Act, or any rules that
have been adopted by the Commission, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto, and all
material incorporated by reference therein.


(l)            “Securities Act”
means the Securities Act of 1933, as amended.



 2
 









(m)          “underwritten registration” or “underwritten
offering” means an offering in which securities of the Company are sold to
one or more underwriters (as defined in Section 2(a)(ii) of the Securities Act)
for resale to the public.  For purposes
of clarity, an underwritten registration shall not include the filing of a
registration statement to offer securities on a delayed or continuous basis
pursuant to Rule 415 (or any successor rule) pursuant to the Securities Act.


2.                                      Demand
Registrations.


(a)           Right
to Request Registration.  Any time
after the date hereof, the Holder may, by written notice to the Company,
request an “underwritten registration” (as defined in Section 1(m)) under the
Securities Act of all or part of the Registrable Shares (a “Demand Registration”).


(b)           Demand
Registration Statement.  The Company
shall use its commercially reasonable efforts to file, as soon as reasonably
practicable, after the Company’s receipt of any request for a Demand
Registration, in its sole discretion, either (i) a shelf registration statement
on Form S-3 or such other form under the Securities Act then available to the
Company, registering for resale such number of Registrable Shares as the Holder
has requested to be included in the Demand Registration and have such shelf
registration statement declared effective as soon as reasonably practicable
after receiving a request for a Demand Registration, or (ii) a prospectus
supplement covering such number of Registrable Shares as requested by the
Holder to be included in the Demand Registration; provided, in the case
of clause (ii), that the Company has previously filed and there remains
effective a shelf registration statement on Form S-3 or any successor form
thereto then available to the Company that permits the Demand Registration
without the filing of a new registration statement.  Such registration statement referred to in
clauses (i) and (ii) above (including the Prospectus, amendments, and supplements
to such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement)
is hereinafter referred to as a “Demand Registration Statement.”


(c)           Number
of Demand Registrations.  The Holder
shall be entitled to request an aggregate of two  Demand
Registrations pursuant to Section 2(a). 
A registration shall not count as one of the two permitted Demand
Registrations (i) until (A) the related Demand Registration Statement has
become effective by the Commission in the case of Section 2(b)(i), or (B) the
filing of the prospectus supplement contemplated in the case of Section
2(b)(ii); and (ii) unless the Demand Registration Statement remains effective
for the periods set forth in Section 2(f). 
The Company will not be obligated to effect a Demand Registration more
than once in any three-month period.


(d)           Priority
on Demand Registrations.  The Company
shall have the right to participate in and include any equity securities of the
Company in any Demand Registration, subject to the priority provisions set
forth in this Section 2(d).  If the
managing underwriter in any Demand Registration advises the Company that in its
opinion the number of equity securities requested to be included in such
registration exceeds the number of securities which can be sold in such
offering and/or that the number of Registrable Shares proposed to be included
in any such registration would adversely affect the price per share of the
Company’s equity securities to 



 3
 









be sold in such offering, then the Company shall
include in such Demand Registration the maximum number of shares that such
underwriter advises can be so sold without having such adverse effect,
allocated (i) first, to Registrable Shares requested by the Holder to be
included in such Demand Registration and (ii) second, to the securities the
Company proposes to sell.


(e)           Restrictions
on Demand Registrations.  The Company
may postpone the filing or the effectiveness of any Demand Registration
Statement, including any prospectus supplement contemplated in the case of
Section 2(b)(ii), for a reasonable length of time, not to exceed 30 days in any
12-month period; provided, however, that such period may be
extended up to a total of 45 days in any 12-month period if the Company’s
directors and executive officers are restricted from selling the Company’s
securities during such additional period (other than pursuant to a preexisting
10b5-1 plan), (i) if, based on the good faith judgment of the Company’s Board
of Directors (or a committee of the Board), such postponement is necessary in
order to avoid premature disclosure of a matter the Company has determined
would not be in the best interest of the Company to be disclosed at such time,
(ii) if the Company cannot obtain, after using its reasonable best efforts,
financial information (or information used to prepare such information) from
any third party necessary for inclusion in such Demand Registration Statement,
including any prospectus supplement contemplated in the case of Section
2(b)(ii), or (iii) if the filing or the effectiveness of a Demand Registration
Statement, including any prospectus supplement contemplated in the case of
Section 2(b)(ii), would materially interfere with a material financing, merger,
sale or acquisition of assets, recapitalization, or other similar corporate
action of the Company that is pending or expected by the Company to occur or be
announced during the delay period; provided, however, that the
Holder shall be entitled, at any time after receiving notice of such
postponement and before such Demand Registration Statement becomes effective,
or the filing of the prospectus supplement in the case of Section 2(b)(ii), to
withdraw such request and, if such request is withdrawn, such Demand
Registration shall not count as one of the permitted Demand Registrations.  The Company shall provide notice to the
Holder of (i) any postponement of the filing or effectiveness of a Demand
Registration Statement, including any prospectus supplement contemplated in the
case of Section 2(b)(ii), pursuant to this Section 2(e), (ii) the Company’s
decision to file or seek effectiveness of such Demand Registration Statement,
including any prospectus supplement contemplated in the case of Section
2(b)(ii), following such postponement, and (iii) the effectiveness of such
Demand Registration Statement, or the filing of a prospectus supplement in the
case of Section 2(b)(ii), following such postponement.  The Company may defer the filing or
effectiveness of a Demand Registration Statement, including any prospectus
supplement contemplated in the case of Section 2(b)(ii), pursuant to this Section
2(e) no more than two times in any 12-month period.


(f)            Effective
Period of Demand Registrations. 
After any Demand Registration filed pursuant to this Agreement has
become effective or a prospectus supplement contemplated in the case of Section
2(b)(ii) hereof has been filed, the Company shall use its commercially
reasonable efforts to keep such Demand Registration Statement continuously
effective for a period of at least 90 days from the date on which the SEC
declares such Demand Registration Statement effective in the case of Section
2(b)(i) or from the date of filing of the prospectus supplement contemplated in
the case of Section 2(b)(ii), as applicable, or such shorter period that shall
terminate when all of the Registrable Shares covered by such Demand
Registration Statement have been sold pursuant to such Demand Registration
Statement in accordance with the plan of distribution set forth therein.



 4
 









(g)           Selection
of Underwriters.  The Holder shall
have the right to select the managing underwriter to administer the “underwritten
offering” (as defined in Section 1(m)) made pursuant to any Demand
Registration, subject to the approval of the Company, which shall not be
unreasonably withheld, and subject further to the Company’s right to select a
co-managing underwriter.


3.                                      Piggyback
Registrations.


(a)           Right
to Piggyback.  Whenever the Company
proposes to publicly sell in an underwritten offering or register for sale any
of its equity securities in an underwritten registration pursuant to a
registration statement (a “Piggyback Registration Statement”) under the Securities Act (other than a
registration statement on Form S-8 or Form S-4, or, in each case, pursuant to
any similar successor forms thereto), for its own account (a “Piggyback Registration”), the Company shall give written notice to the
Holder at least 10 Business Days (or if such notice period is not practicable
under the circumstances, the Company shall use reasonable best efforts to
provide the maximum prior written notice as is reasonably practicable under the
circumstances) prior to the initial filing of such Piggyback Registration
Statement or the date of the commencement of any such offering of its intention
to effect such sale or registration and, subject to Section 3(b) hereof, shall
include in such Piggyback Registration Statement all Registrable Shares of the
same class of the securities that are being registered and that are the subject
of the offering with respect to which the Company has received a written
request from the Holder for inclusion therein within five Business Days after
the date of the Company’s notice (or such shorter period if the Company
provides less than 6 Business Days notice as described in the parenthetical
above).  The Company may postpone or
withdraw the filing or the effectiveness of a Piggyback Registration at any
time in its sole discretion, without prejudice to the Holder’s right to
immediately request a Demand Registration hereunder, subject to Section
2(c).  The Holder’s right to participate
in any Piggyback Registration shall be conditioned on the Holder entering into
an underwriting agreement in customary form and acting in accordance with the
terms and conditions thereof.


(b)           Priority
on Piggyback Registrations.  If a
Piggyback Registration is initiated as an underwritten primary registration on
behalf of the Company, and the managing underwriter advises the Company that in
its opinion the number of equity securities requested to be included in such
registration exceeds the number of securities which can be sold in such
offering and/or that the number of Registrable Shares proposed to be included
in any such registration would adversely affect the price per share of the
Company’s equity securities to be sold in such offering, then the Company shall
include in such registration the maximum number of shares that such underwriter
advises can be so sold without having such adverse effect, allocated (i) first,
to the securities the Company proposes to sell and (ii) second, to the
Registrable Shares requested to be included therein by the Holder.


(c)           Selection
of Underwriters.  The Company shall
have the right to select the managing underwriter or underwriters in a
Piggybank Registration to administer any such offering.



 5
 









4.                                      Holdback
Agreement.


If requested by the Company or the managing underwriter of an underwritten
offering of the Company’s equity securities in which the Holder has been
provided the opportunity to participate with respect to all of the Registrable
Shares it holds at that time, subject to Sections 2(d) and 3(b), the Holder
shall agree not to sell or otherwise transfer or dispose of any securities of
the Company (other than pursuant to such registration or pursuant to
distributions under the Plan to holders of Disputed Claims or Allowed Claims)
during the period seven days prior to and 90 days (or such shorter period that
the managing underwriter or the Company, as the case may be, reasonably
requests) following the effective date of the Registration Statement relating
to the offering of the Company’s equity securities or the date of filing the
prospectus supplement in the case of a shelf takedown, as applicable, unless
the managing underwriter agrees to such sale or distribution.  At the request of the managing underwriter,
or if the Company requests from the Holder a holdback agreement as set forth
above with respect to an underwritten offering of Registrable Shares, the
Company will enter into an analogous agreement of the same duration.


5.                                      Registration
Procedures.


(a)           Whenever the Holder requests that any
Registrable Shares be registered or sold pursuant to this Agreement, the
Company shall use its commercially reasonable efforts to effect the
registration and the sale of such Registrable Shares in accordance with the
intended underwritten offering, and pursuant thereto the Company shall as soon
as reasonably practicable (unless otherwise stated below):


(i)            prepare
and file with the Commission, as applicable, (A) a Registration Statement on
the appropriate form under the Securities Act, which form shall be selected by
the Company in its sole discretion, with respect to such Registrable Shares and
use its commercially reasonable efforts to cause such Registration Statement to
become effective or (B) the prospectus supplement contemplated in Section
2(b)(ii); provided, that before filing a Registration Statement or
Prospectus, or any amendments or supplements thereto, the Company will furnish,
for review and comment, copies of all such documents proposed to be filed to
the Holder and its counsel, and to any underwriters and their counsel, and make
representatives of the Company as shall be reasonably requested by the Holder
or such underwriters available for discussion of such documents;


(ii)           prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the Prospectus(es) used in connection therewith as
may be reasonably necessary to keep such Registration Statement effective for a
period of 90  days from the date on which the
SEC declares such Registration Statement effective or from the date of filing
of the prospectus supplement contemplated in the case of Section 2(b)(ii), as
applicable, or such shorter period as is necessary to complete the distribution
of the securities covered by such Registration Statement and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by 



 6
 









such Registration Statement during such period in accordance
with the intended underwritten offering by the Holder set forth in such
Registration Statement or prospectus supplement;


(iii)          furnish
to the Holder such number of copies of the Prospectus(es) included in such
Registration Statement (including any supplements thereto), and such other
documents as the Holder may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by the Holder, provided, however,
that the Company shall have no obligation to furnish copies of a final
prospectus if the conditions of Rule 172(c) under the Securities Act are
satisfied by the Company;


(iv)          use
its commercially reasonable efforts to register or qualify the Registrable
Shares under such other securities or blue sky laws of such jurisdictions as
the Holder reasonably requests, to cooperate with the Holder in connection with
any filings required to be made with the National Association of Securities
Dealers, Inc., and do any and all other acts and things which may be reasonably
necessary or advisable to enable the Holder to consummate the disposition in
such jurisdictions of the Registrable Shares (provided, that the Company
will not be required to (A) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph (iv), (B) subject itself to taxation in any such jurisdiction, (C)
consent to general service of process in any such jurisdiction, or (D) make any
changes to any report filed or furnished pursuant to the Exchange Act that is
incorporated by reference into such Registration Statement);


(v)           notify
the Holder promptly and, if requested by the Holder, confirm such in writing,
at any time when a Prospectus relating to the Registrable Securities included
in a Registration Statement is required to be delivered under the Securities
Act, of the happening of any event during the period the Registration Statement
is effective as a result of which, in the good faith determination of the
Company upon the advice of counsel, the Prospectus included in such
Registration Statement contains an untrue statement of a material fact or omits
any material fact necessary to make the statements therein not misleading, and,
at the reasonable request of the Holder (if not already done so by the
Company), the Company will prepare a supplement or amendment to such Prospectus
so that, as thereafter delivered to the purchasers of such Registrable Shares,
such Prospectus will not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein not
misleading; provided, however, that the Company shall not be
required to amend or supplement a Prospectus (i) if, based on the good faith
judgment of the Company’s Board of Directors (or a committee of the Board),
such amendment or supplement would result in a premature disclosure of a matter
the Company has determined would not be in the best interest of the Company to
be disclosed at such time, (ii) if the Company cannot obtain, after using its
reasonable best efforts, financial information (or information used to prepare
such information) from any third party necessary for inclusion in such
amendment or supplement, or (iii) if such amendment or supplement would
materially interfere with a 



 7
 









material financing, merger, sale or acquisition of assets,
recapitalization, or other similar corporate action of the Company that is
pending or expected by the Company to occur or be announced during the delay
period; provided, further, that the Company shall file such
amendment or supplement within 15  days of
providing notice to the Holder;


(vi)          in
the case of an underwritten offering, (i) enter into such customary agreements
(including underwriting agreements in customary form), (ii) take all such other
customary actions as are prudent and reasonable in order to expedite or
facilitate the disposition of the Registrable Shares, and (iii) cause its
counsel to issue opinions of counsel addressed and delivered to the
underwriter(s) in form, substance, and scope as are customary in underwritten
offerings, subject to customary limitations, assumptions, and exclusions;


(vii)         make
available for inspection on a reasonable basis by the Holder and any
underwriter participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant, or other agent retained by the Holder
or any such underwriter, all material financial and other records, pertinent
corporate documents, and properties of the Company, and cause the Company’s
officers, directors, employees, and independent accountants to supply all
information reasonably requested by any such underwriter, attorney, accountant,
or agent in connection with such Registration Statement to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act in
connection with such Registration Statement; provided, that the
foregoing investigation and information gathering shall be coordinated by one
firm of counsel designated by and on behalf of the Holder and by such
underwriters by one firm of counsel designated by and on behalf of the
underwriters; and provided, further, that if any such information
is identified by the Company as being confidential or proprietary, each person
receiving such information shall agree to take such actions as are reasonably
necessary to protect the confidentiality of such information if requested by
the Company;


(viii)        provide a transfer agent and registrar for all Registrable
Shares not later than the effective date of such Registration Statement or
prospectus supplement, as applicable;


(ix)           if
requested by the managing underwriter(s) of an underwritten offering, use
commercially reasonable efforts to cause to be delivered, upon the pricing of
any underwritten offering, and at the time of closing of the sale of
Registrable Securities pursuant thereto, “comfort” letters from the Company’s
independent registered public accountants addressed to the underwriter(s)
stating that such accountants are independent public accountants within the
meaning of the Securities Act and the applicable rules and regulations adopted
by the SEC thereunder, and otherwise in customary form and covering such financial
and accounting matters as are customarily covered by “comfort” letters of the
independent registered public accountants delivered in connection with primary
underwritten public offerings;



 8
 









(x)            notify
the Holder and any managing underwriter(s):


(1)           when
the Registration Statement, any pre-effective amendment, the Prospectus, or any
Prospectus supplement or post-effective amendment to the Registration Statement
has been filed (but not including any report filed or furnished pursuant to the
Exchange Act) and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective;


(2)           of
any written request by the SEC for amendments or supplements to the
Registration Statement or Prospectus;


(3)           of
the notification to the Company by the SEC of its initiation of any proceeding
with respect to the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement; and


(4)           of
the receipt by the Company of any notification with respect to the suspension
of the qualification of any Registrable Securities for sale under the
applicable securities or blue sky laws of any jurisdiction.


(xi)           if
reasonably requested by the Holder, (i) to the extent counsel for the Company
deems the inclusion of such information reasonably necessary in order to enable
the Holder to be able to sell Registrable Shares, promptly incorporate in a
Prospectus supplement such information with respect to the Holder as the Holder
reasonably requests to be included therein and (ii) make all required filings
of such Prospectus supplement or such post-effective amendment as soon as
reasonably practicable after the Company has received notification of the
matters to be incorporated in such filing; and


(xii)          otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve months beginning with the first day of the Company’s first full
calendar quarter after the effective date of the Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.


(b)           The Company may require the Holder to
furnish to the Company such information regarding the Holder and the proposed
distribution by the Holder of Registrable Shares as the Company may from time
to time reasonably request in writing.



 9















(c)           Upon
notice from the Company of the happening of any event as a result of which the
Prospectus included in the Registration Statement contains an untrue statement
of a material fact or omits any material fact necessary to make the statements
therein not misleading (a “Suspension Notice”),
the Holder shall forthwith discontinue disposition of Registrable Shares
pursuant to the Registration Statement until the Holder is advised in writing
by the Company that the use of the Prospectus may be resumed and is furnished
with a supplemented or amended Prospectus as contemplated by this Section 5(c),
and, if so directed by the Company, the Holder will deliver to the Company (at
its expense) all copies in its possession, other than permanent file copies
then in the Holder’s possession, of the Prospectus covering Registrable Shares
current at the time of receipt of such notice. 
The Company agrees to notify the Holder to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event, and the
Holder hereby agrees to suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or
omission.


(d)           The Holder
agrees that it will keep confidential any material non-public information concerning
the Company or its securities that it obtains in connection with a Demand
Registration or Piggyback Registration, and that it will not purchase or sell
securities of the Company on the basis of any such information or communicate
such information to any Person under circumstances in which it is reasonably
foreseeable that such Person is likely to purchase or sell securities of the
Company on the basis of any such information; provided, however,
nothing in this Section 5(d) shall prevent the Holder from disposing of
Registrable Shares in the manners contemplated by this Agreement.


6.                                      Payment of
Expenses.


(a)           Company
Expenses.  In connection with each
Demand Registration, the Company shall pay the following out-of-pocket expenses
of the Company incident to the Company’s performance of or compliance with this
Agreement: (i) fees and disbursements of counsel for the Company, (ii) fees and
disbursements of the Company’s independent registered public accounting firm
(including the expenses of any special audit and “comfort” letters required by
or incident to such performance) and (iii) fees and disbursements of other
Persons retained by the Company (clauses (i) through (iii) collectively, the “Company
Expenses”); provided, however, that in connection with each
Demand Registration, the Holder shall pay $250,000 to the Company for the
Company’s costs, unless the Registration Expenses of an underwritten offering
are to be borne pro rata pursuant to Section 6(c) below.


(b)           Registration
Expenses.  In connection with each Demand Registration, all
registration expenses incident to the Company’s performance of or compliance
with this Agreement (the “Registration Expenses”), including, but not
limited to: (i) registration and filing fees (including, without limitation,
(x) SEC registration fees, (y) fees and expenses with respect to filings
required to be made with the National Association of Securities Dealers, Inc.,
and (z) fees and expenses with respect to compliance with securities or blue
sky laws in connection with blue sky qualifications of the Registrable Shares),
(ii) listing application fees, (iii) printing expenses, (iv) messenger and
delivery expenses, (v) transfer agent’s and registrar’s fees, (vi) cost of
distributing Prospectuses in preliminary and final form as well as any
supplements thereto,



 10
 









(vii) fees and
disbursements of underwriters (including underwriting discounts and commissions
and all selling commissions), and (viii) road show costs (including incremental
travel expenses for the Company personnel related to any road show), shall be
borne by the Holder.


(c)           Pro
Rata Expenses.  In connection with any underwritten offering
pursuant to either a Demand Registration or Piggyback Registration which
includes the sale of both equity securities of the Company and Registrable
Shares, the portion of the aggregate amount of the Registration Expenses to be
borne by the Holder shall be the Holder’s pro rata portion of such expenses
based on the number of Registrable Shares and other securities to be included
in such offering pursuant to the terms of this Agreement.


(d)           Holder’s
Expenses.  The Holder shall be
responsible for all of its own expenses incurred in connection with a Demand
Registration or Piggyback Registration.


(e)           Registration
and Filing Fees.  In connection with
any Demand Registration which solely covers Registrable Shares, it shall be a
condition to the Company’s obligation to file any Registration Statement or
Prospectus pursuant to this Agreement that the Holder pay the Company within
five days of the Company’s request, the estimated amount of the registration
and filing fees.


7.                                      Indemnification
and Contribution.


(a)           By the
Company.  The Company agrees to
indemnify and hold harmless the Holder, the Disbursing Agent, and the DCR
Overseers, and each Person who controls the Holder (within the meaning of the
Securities Act and the Exchange Act), or is under common control with, or is
controlled by, the Holder, from and against all losses, claims, damages,
liabilities, and reasonable expenses, including, without limitation, any legal
or other expenses reasonably incurred in connection with defending or
investigating any such action or claim (“Liabilities”),
caused by any untrue or alleged untrue statement of a material fact contained
in the Registration Statement, Prospectus, or any amendment thereof or
supplement thereto, including all documents incorporated therein by reference,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such Liabilities (x) are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to the Holder furnished to the Company in writing by the
Holder or counsel to the Holder expressly for use therein, (y) arise out of or
are based upon offers or sales effected by the Holder “by means of” (as defined
in Securities Act Rule 159A) a “free writing prospectus” (as defined in
Securities Act Rule 405) that was not authorized in writing by the Company, or
(z) are caused by the Holder’s failure to deliver or make available to the
Holder’s immediate purchaser a copy of the Registration Statement or prospectus
or any amendments or supplements thereto (if the same was required by
applicable law to be delivered or made available) or failure to discontinue
disposition of Registrable Shares following the Holder’s receipt of a
Suspension Notice pursuant to Section 5(c); provided,  however,
the obligations of the Company hereunder shall not apply to amounts paid in
settlement of any such claims, losses, damages or liabilities (or actions in
respect thereof) if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld, conditioned, or
delayed).



 11
 









(b)           By the
Holder.  In connection with any
Registration Statement in which the Holder is participating pursuant to this
Agreement, the Holder shall promptly furnish to the Company in writing such
information with respect to the Holder as the Company may reasonably request or
as may be required by law for use in connection with any such Registration
Statement or prospectus and all information required to be disclosed in order
to make the information previously furnished to the Company by the Holder not
materially misleading or necessary to cause such Registration Statement not to
omit a material fact with respect to the Holder necessary in order to make the
statements therein not misleading.  The
Holder agrees to indemnify and hold harmless the Company and its Affiliates,
directors, officers, agents, and representatives, to the same extent as the
foregoing indemnity from the Company to the Holder, but only (x) if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with information with respect to the Holder
furnished in writing to the Company by the Holder expressly for use in such
Registration Statement or prospectus, (y) for any Liability which arises out of
or is based upon offers or sales by the Holder “by means of” (as defined in
Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities
Act Rule 405) that was not authorized in writing by the Company, or (z) for any
liability which was caused by the Holder’s failure to deliver or make available
to the Holder’s immediate purchaser a copy of the Registration Statement or
prospectus or any amendments or supplements thereto (if the same was required
by applicable law to be delivered or made available); provided, however,
that (x) the Holder shall not be liable hereunder for any amounts in excess of
the net proceeds received by the Holder pursuant to such registration, and (y)
the obligations of the Holder hereunder shall not apply to amounts paid in
settlement of any such claims, losses, damages, or liabilities (or actions in
respect thereof) if such settlement is effected without the consent of the
Holder (which consent shall not be unreasonably withheld, conditioned, or
delayed).  The Holder agrees to indemnify
and hold harmless the Company and its Affiliates, directors, officers, agents,
and representatives, from and against all Liabilities caused by the Holder’s
failure to pay any Registration Expenses.


(c)           Procedure.  In case any proceeding (including any
governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to either Sections 7(a) or 7(b), such
Person (the “indemnified
party”) will (i) give prompt
written notice to the Person against whom such indemnity may be sought (the “indemnifying party”) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. 
The failure of any indemnified party to give notice shall not relieve
the indemnifying party of its obligations under Sections 7(a) or 7(b), except
to the extent that the indemnifying party is prejudiced by reason of such
failure.  If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld).  An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified Person a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.



 12
 









(d)           Contribution.  To the extent any indemnification by an
indemnifying party provided for in this Section 7 is prohibited or limited by
law, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such Liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such Liabilities, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact has been made by, or relates to,
information supplied by such indemnifying party or indemnified party, and the
parties’ relative intent, knowledge, access to information, and opportunity to
correct or prevent such statement or omission. 
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 7(d).  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


(e)           Limitations.  Notwithstanding the provisions of this
Section 7, the Holder shall not be required to indemnify or contribute any
amount in excess of the net amount received by the Holder from the sale of
Registrable Shares that exceeds the amount of any Liabilities that the Holder
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


(f)            Survival.  The indemnity provisions contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Holder or any Person controlling the Holder, or by or on behalf of the
Company, its officers or directors, or any Person controlling the Company, and
(iii) any sale of Registrable Shares pursuant to the Registration Statement.


(g)           Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in an underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.


8.                                      Participation
in Underwritten Registrations.


The Holder may not participate in any underwritten
offering unless the Holder (i) agrees to sell its securities on the basis
provided in any underwriting arrangements approved by the Holder and (ii)
completes and executes all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements, and other documents reasonably
required under the terms of such underwriting arrangements.  In the event the Company shall give any
notice of the happening of any event of the kind described in Section 5(a)(v),
the applicable time period mentioned in Section 5(a)(ii) during which a
Registration Statement is to remain effective shall be extended by the number
of days during the period from and including the date of the 



 13
 









giving of such notice to and including the date when
the Holder shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 5(a)(v).


9.                                      Term of
Agreement.


The term of this Agreement shall commence on the date
hereof and shall continue in effect through December 31, 2007.


10.                               Miscellaneous.


(a)           Other
Registration Rights.  The Company
will not hereafter grant to any Person or Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, or to
participate in any registration, which right adversely affects the priority of
the Holder in the event of an underwriter cut-back as set forth in Sections
2(d) and 3(b) (to the extent the Holder has rights pursuant to such sections).


(b)           Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified, or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, without the written consent of the Company
and the Holder.


(c)           No
Waivers.  No failure or delay by any
party in exercising any right, power, or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power, or
privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


(d)           No
Assignment of Rights.  The Holder may
not transfer or assign any of its rights under this Agreement.


(e)           Successors
and Assigns.  Except as otherwise
expressly provided herein, all covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto.


(f)            Descriptive
Headings.  The descriptive headings
of this Agreement are inserted for convenience of reference only and do not
constitute a part of and shall not be utilized in interpreting this Agreement.


(g)           Notices.  Any notices required or permitted to be sent
hereunder shall be in writing and shall be addressed as follows (or at such
other address for a party as shall be specified by like notice):



 14
 









If to the Company, to:


Portland General Electric Company

121 SW Salmon Street

Portland, Oregon 97204

Facsimile:               (503) 464-2222

Attention:              General Counsel


with a copy (which shall
not constitute notice) to:


Skadden, Arps, Slate, Meagher & Flom LLP 

1440 New York Avenue, NW

Washington, DC 20005

Facsimile:               (202) 393-5760

Attention:              Michael P. Rogan,
Esq.


If to the Holder, to the
addresses set forth on the stock record books of the Company,


with a copy (which shall
not constitute notice) to:


Bell Boyd & Lloyd LLP

70 W. Madison Street, Suite 3100

Chicago, Illinois 60602

Facsimile:               (312) 827-8000

Attention:              John T.  McCarthy, Esq.
                                 D. Mark
McMillan, Esq.


All such notices or communications shall be deemed to
have been delivered and received: (a) if delivered in person, on the day of
such delivery, (b) if by facsimile, on the day on which such facsimile was
sent, provided, that an appropriate electronic confirmation or
answerback is received, or (c) if by a recognized next day courier service, on
the first Business Day following the date of dispatch.


(h)           Governing
Law.  The internal laws, and not the
laws of conflicts (other than Section 5-1401 of the General Obligations Law of
the State of New York), of New York shall govern the enforceability and
validity of this Agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties.


(i)            Jurisdiction.  Any suit, action, or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in any federal or state court located in the County and State of New
York, and each of the parties hereby consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action, or proceeding and



 15
 









irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the
venue of any such suit, action, or proceeding in any such court or that any
such suit, action, or proceeding which is brought in any such court has been
brought in an inconvenient forum. 
Process in any such suit, action, or proceeding may be served on any
party anywhere in the world, whether within or without the jurisdiction of any
such court.  Without limiting the
foregoing, each party agrees that service of process on such party as provided
in Section 10(g) shall be deemed effective service of process on such party.


(j)            Waiver
of Jury Trial.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


(k)           Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts (including by facsimile), each of
which when so executed and delivered shall be deemed an original, and such
counterparts together shall constitute one instrument.


(l)            Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.


(m)          Final
Agreement.  This Agreement
constitutes the complete and final agreement of the parties concerning the
matters referred to herein, and supersedes all prior agreements and
understandings.


(n)           No
Strict Construction.  The language
used in this Agreement will be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction will
be used against any Person.


[Remainder of page intentionally
left blank.


Signature
page follows.]


 



 16














The parties hereto have executed this Agreement as of the date first
set forth above.


	
   

  	
   

  	
  THE COMPANY:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PORTLAND GENERAL
  ELECTRIC COMPANY

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James J.
  Piro

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James J. Piro

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Finance,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE HOLDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ENRON DISPUTED
  CLAIMS RESERVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  BDHLR, LLC as
  Disbursing Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J. Ray,
  III

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John J. Ray, III

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President