exh4_1.htm


     

    
      

      

    

    Exhibit
      4.1

    


    


    


    PACIFICORP

    (An
      Oregon Corporation)

    


    


    TO

    


    


    THE
      BANK OF NEW YORK

    


    (as
      successor to JPMorgan Chase Bank, N.A.)

    


    


    As
      Trustee under
      PacifiCorp’s

    Mortgage
      and Deed of Trust,

    Dated
      as of January 9, 1989

    


    


    


    _____________________

    


    


    


    


    Twenty-First
      Supplemental Indenture

    Dated
      as of October 1, 2007

    


    


    Supplemental
      to PacifiCorp’s Mortgage and Deed of Trust

    Dated
      as of January 9, 1989

    


    


    


    _____________________

    


    


    


    


    This
      Instrument Grants a Security Interest by a Transmitting
      Utility

    


    


    This
      Instrument Contains After-Acquired Property Provisions


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    


    


    TWENTY-FIRST
      SUPPLEMENTAL INDENTURE

    


    THIS
      INDENTURE, dated as of the 1st day of
      October,
      2007, made and entered into by and between PACIFICORP, a corporation of the
      State of Oregon, whose address is 825 NE Multnomah, Portland, Oregon 97232
      (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK (as
      successor to JPMorgan Chase Bank, N.A.), a New York banking corporation whose
      address is 101 Barclay Street, New York, New York 10286 (the “Trustee”), as
      Trustee under the Mortgage and Deed of Trust, dated as of January 9, 1989,
      as
      heretofore amended and supplemented (hereinafter called the “Mortgage”), is
      executed and delivered by the Company in accordance with the provisions of
      the
      Mortgage, this indenture (hereinafter called the “Twenty-First Supplemental
      Indenture”) being supplemental thereto.

     

    


     

    WHEREAS,
      the Mortgage was or is
      to be recorded in the official records of the States of Arizona, California,
      Colorado, Idaho, Montana, New Mexico, Oregon, Utah, Washington and Wyoming
      and
      various counties within such states, which counties include or will include
      all
      counties in which this Twenty-First Supplemental Indenture is to be recorded;
      and

     

    WHEREAS,
      by the Mortgage the
      Company covenanted that it would execute and deliver such supplemental indenture
      or indentures and such further instruments and do such further acts as might
      be
      necessary or proper to carry out more effectually the purposes of the Mortgage
      and to make subject to the Lien of the Mortgage any property thereafter
      acquired, made or constructed and intended to be subject to the Lien thereof;
      and

     

    


     

    WHEREAS,
      in addition to the
      property described in the Mortgage, the Company has acquired certain other
      property, rights and interests in property; and

     

    WHEREAS,
      the Company has
      executed, delivered, recorded and filed supplemental indentures as
      follows:

    


    
      	 	 	
              Dated
                as of

            	 
	 	 	 	 
	 	 	 	 
	
              First

            	 	
              March
                31, 1989

            	 
	
              Second

            	 	
              December
                29, 1989

            	 
	
              Third

            	 	
              March
                31, 1991

            	 
	
              Fourth

            	 	
              December
                31, 1991

            	 
	
              Fifth

            	 	
              March
                15, 1992

            	 
	
              Sixth

            	 	
              July
                31, 1992

            	 
	
              Seventh

            	 	
              March
                15, 1993

            	 
	
              Eighth

            	 	
              November
                1, 1993

            	 
	
              Ninth

            	 	
              June
                1, 1994

            	 
	
              Tenth

            	 	
              August
                1, 1994

            	 
	
              Eleventh

            	 	
              December
                1, 1995

            	 
	
              Twelfth

            	 	
              September
                1, 1996

            	 
	
              Thirteenth

            	 	
              November
                1, 1998

            	 
	
              Fourteenth

            	 	
              November
                15, 2001

            	 
	
              Fifteenth

            	 	
              June
                1, 2003

            	 
	
              Sixteenth

            	 	
              September
                1, 2003

            	 
	
              Seventeenth

            	 	
              August
                1, 2004

            	 
	
              Eighteenth

            	 	
              June
                1, 2005

            	 
	
              Nineteenth

            	 	
              August
                1, 2006

            	 
	
              Twentieth

            	 	
              March
                1, 2007

            	 


    

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    and

     

    WHEREAS,
      the Company has
      heretofore issued, in accordance with the provisions of the Mortgage, bonds
      entitled and designated First Mortgage and Collateral Trust Bonds or First
      Mortgage Bonds, as the case may be, of the series and in the principal amounts
      as follows:

     

    
      	
               

            	
               

            	
              Series

            	
               

            	
              Due

              Date

            	
               

            	
              Aggregate
                Principal

              Amount
                Issued

            	
               

            	
              Aggregate
                Principal

              Amount
                Outstanding 1

            
	
               

            	
               

            	 	 	 	 	 	 	 
	
              First

            	 	
              -10.45%
                Series due January 9, 1990

            	 	
              1/9/90

            	 	
              $

            	
              500,000

            	 	
              $

            	
              0

            
	
              Second

            	 	
              -Secured
                Medium-Term Notes, Series A

            	 	
              various

            	 	 	
              250,000,000

            	 	 	
              0

            
	
              Third

            	 	
              -Secured
                Medium-Term Notes, Series B

            	 	
              various

            	 	 	
              200,000,000

            	 	 	
              0

            
	
              Fourth

            	 	
              -Secured
                Medium-Term Notes, Series C

            	 	
              various

            	 	 	
              300,000,000

            	 	 	
              111,000,000

            
	
              Fifth

            	 	
              -Secured
                Medium-Term Notes, Series D

            	 	
              various

            	 	 	
              250,000,000

            	 	 	
              0

            
	
              Sixth

            	 	
              -C-U
                Series

            	 	
              various

            	 	 	
              250,432,000

            	 	 	
              93,835,000

            
	
              Seventh

            	 	
              -Secured
                Medium-Term Notes, Series E

            	 	
              various

            	 	 	
              500,000,000

            	 	 	
              165,000,000

            
	
              Eighth

            	 	
              -6
                3/4% Series due April 1, 2005

            	 	
              4/1/2005

            	 	 	
              150,000,000

            	 	 	
              0

            
	
              Ninth

            	 	
              -Secured
                Medium-Term Notes, Series F

            	 	
              various

            	 	 	
              500,000,000

            	 	 	
              140,000,000

            
	
              Tenth

            	 	
              -E-L
                Series

            	 	
              various

            	 	 	
              71,200,000

            	 	 	
              71,200,000

            
	
              Eleventh

            	 	
              -Secured
                Medium-Term Notes, Series G

            	 	
              various

            	 	 	
              500,000,000

            	 	 	
              100,000,000

            
	
              Twelfth

            	 	
              -Series
                1994-1 Bonds

            	 	
              various

            	 	 	
              216,470,000

            	 	 	
              216,470,000

            
	
              Thirteenth

            	 	
              -Adjustable
                Rate Replacement Series

            	 	
              2002

            	 	 	
              13,234,000

            	 	 	
              0

            
	
              Fourteenth

            	 	
              -9
                3/8% Replacement Series due 1997

            	 	
              1997

            	 	 	
              50,000,000

            	 	 	
              0

            
	
              Fifteenth

            	 	
              -Bond
                Credit Series Bonds

            	 	
              various

            	 	 	
              498,589,753

            	 	 	
              0

            
	
              Sixteenth

            	 	
              -Secured
                Medium-Term Notes, Series H

            	 	
              various

            	 	 	
              500,000,000

            	 	 	
              325,000,000

            
	
              Seventeenth
                

            	 	
              -5.65%
                Series due 2006

            	 	
              11/1/06

            	 	 	
              200,000,000

            	 	 	
              0

            
	
              Eighteenth

            	 	
              -6.90%
                Series due November 15, 2011

            	 	
              11/15/11

            	 	 	
              500,000,000

            	 	 	
              500,000,000

            
	
              Nineteenth

            	 	
              -7.70%
                Series due November 15, 2031

            	 	
              11/15/31

            	 	 	
              300,000,000

            	 	 	
              300,000,000

            
	
              Twentieth

            	 	
              -Collateral
                Bonds, First 2003 Series

            	 	
              12/1/14

            	 	 	
              15,000,000

            	 	 	
              15,000,000

            
	
              Twenty-First

            	 	
              -Collateral
                Bonds, Second 2003 Series

            	 	
              12/1/16

            	 	 	
              8,500,000

            	 	 	
              8,500,000

            
	
              Twenty-Second

            	 	
              -Collateral
                Bonds, Third 2003 Series

            	 	
              1/1/14

            	 	 	
              17,000,000

            	 	 	
              17,000,000

            
	
              Twenty-Third

            	 	
              -Collateral
                Bonds, Fourth 2003 Series

            	 	
              1/1/16

            	 	 	
              45,000,000

            	 	 	
              45,000,000

            
	
              Twenty-Fourth

            	 	
              -Collateral
                Bonds, Fifth 2003 Series

            	 	
              11/1/25

            	 	 	
              5,300,000

            	 	 	
              5,300,000

            
	
              Twenty-Fifth

            	 	
              -Collateral
                Bonds, Sixth 2003 Series

            	 	
              11/1/25

            	 	 	
              22,000,000

            	 	 	
              22,000,000

            
	
              Twenty-Sixth

            	 	
              -4.30%
                Series due 2008

            	 	
              9/15/08

            	 	 	
              200,000,000

            	 	 	
              200,000,000

            
	
              Twenty-Seventh

            	 	
              -5.45%
                Series due 2013

            	 	
              9/15/13

            	 	 	
              200,000,000

            	 	 	
              200,000,000

            
	
              Twenty-Eighth

            	 	
              -4.95%
                Series due 2014

            	 	
              8/15/14

            	 	 	
              200,000,000

            	 	 	
              200,000,000

            
	
              Twenty-Ninth

            	 	
              -5.90%
                Series due 2034

            	 	
              8/15/34

            	 	 	
              200,000,000

            	 	 	
              200,000,000

            
	
              Thirtieth

            	 	
              -5.25%
                Series due 2035

            	 	
              6/15/35

            	 	 	
              300,000,000

            	 	 	
              300,000,000

            
	
              Thirty-First

            	 	
              -6.10%
                Series due 2036

            	 	
              8/1/36

            	 	 	
              350,000,000

            	 	 	
              350,000,000

            
	
              Thirty-Second

            	 	
              5.75%
                Series due 2037

            	 	
              4/1/37

            	 	 	
              600,000,000

            	 	 	
              600,000,000

            


    

    


    1 Amount
      outstanding as of October 1, 2007

    
 

    and

     

    WHEREAS,
      Section 2.03 of the
      Mortgage provides that the form or forms, terms and conditions of and other
      matters not inconsistent with the provisions of the Mortgage, in connection
      with
      each series of bonds (other than the First Series) issued thereunder, shall
      be
      established in or pursuant to one or more Resolutions and/or shall be
      established in one or more indentures supplemental to the Mortgage, prior to
      the
      initial issuance of bonds of such series; and

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

          
      WHEREAS, Section 22.04 of
      the Mortgage provides, among other things, that any power, privilege or right
      expressly or impliedly reserved to or in any way conferred upon the Company
      by
      any provision of the Mortgage, whether such power, privilege or right is in
      any
      way restricted or is unrestricted, may be in whole or in part waived or
      surrendered or subjected to any restriction if at the time unrestricted or
      to
      additional restriction if already restricted, and the Company may enter into
      any
      further covenants, limitations, restrictions or provisions for the benefit
      of
      any one or more series of bonds issued thereunder and provide that a breach
      thereof shall be equivalent to a Default under the Mortgage, or the Company
      may
      cure any ambiguity contained therein, or in any supplemental indenture, or
      may
      (in lieu of establishment in or pursuant to a Resolution in accordance with
      Section 2.03 of the Mortgage) establish the forms, terms and provisions of
      any
      series of bonds other than said First Series, by an instrument in writing
      executed by the Company; and

    


     

    WHEREAS,
      the Company now desires
      to create a new series of bonds and (pursuant to the provisions of Section
      22.04
      of the Mortgage) to add to its covenants and agreements contained in the
      Mortgage certain other covenants and agreements to be observed by it;
      and

    


    


    WHEREAS,
      the execution and
      delivery by the Company of this Twenty-First Supplemental Indenture, and the
      terms of the bonds of the Thirty-Third Series herein referred to, have been
      duly
      authorized by the Board of Directors in or pursuant to appropriate
      Resolutions;

    


     

    Now,
      Therefore, This Indenture
      Witnesseth:

    


     

    That
      PACIFICORP, an Oregon corporation,
      in consideration of the premises and of good and valuable consideration to
      it
      duly paid by the Trustee at or before the ensealing and delivery of these
      presents, the receipt and sufficiency whereof is hereby acknowledged, and in
      order to secure the payment of both the principal of and interest and premium,
      if any, on the bonds from time to time issued under the Mortgage, according
      to
      their tenor and effect and the performance of all provisions of the Mortgage
      (including any instruments supplemental thereto and any modification made as
      in
      the Mortgage provided) and of such bonds, and to confirm the Lien of the
      Mortgage on certain after-acquired property, hereby mortgages, pledges and
      grants a security interest in (subject, however, to Excepted Encumbrances as
      defined in Section 1.06 of the Mortgage), unto The Bank of New York (as
      successor to JPMorgan Chase Bank, N.A.), as Trustee, and to its successor or
      successors in said trust, and to said Trustee and its successors and assigns
      forever, all properties of the Company real, personal and mixed, owned by the
      Company as of the date of the Mortgage and acquired by the Company after the
      date of the Mortgage, subject to the provisions of Section 18.03 of the
      Mortgage, of any kind or nature (except any herein or in the Mortgage expressly
      excepted), now owned or, subject to the provisions of Section 18.03 of the
      Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger,
      donation, construction, erection or in any other way) and wheresoever situated
      (except such of such properties as are excluded by name or nature from the
      Lien
      hereof), including the properties described in Article IV hereof, and further
      including (without limitation) all real estate, lands, easements, servitudes,
      licenses, permits, franchises, privileges, rights of way and other rights in
      or
      relating to real estate or the occupancy of the same; all power sites, flowage
      rights, water rights, water locations, water appropriations, ditches, flumes,
      reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites,
      aqueducts, and all other rights or means for appropriating, conveying, storing
      and supplying water; all rights of way and roads; all plants for the generation
      of electricity and other forms of energy (whether now known or hereafter
      developed) by steam, water, sunlight, chemical processes and/or (without
      limitation) all other sources of power (whether now known or hereafter
      developed); all power houses, gas plants, street lighting systems, standards
      and
      other equipment incidental thereto; all telephone, radio, television and other
      communications, image and data transmission systems, air-conditioning systems
      and equipment incidental thereto, water wheels, water works, water systems,
      steam and hot water plants, substations, lines, service and supply systems,
      bridges, culverts, tracks, ice or refrigeration plants and equipment, offices,
      buildings and other structures and the equipment thereof; all machinery,
      engines, boilers, dynamos, turbines, electric, gas and other machines, prime
      movers, regulators, meters, transformers, generators (including, but not limited
      to, engine-driven generators and turbogenerator units), motors, electrical,
      gas
      and mechanical appliances, conduits, cables, water, steam, gas or other pipes,
      gas mains and pipes, service pipes, fittings, valves and connections, pole
      and
      transmission lines, towers, overhead conductors and devices, underground
      conduits, underground conductors and devices, wires, cables, tools, implements,
      apparatus, storage battery equipment and all other fixtures and personalty;
      all
      municipal and other franchises, consents or permits; all lines for the
      transmission and distribution of electric current and other forms of energy,
      gas, steam, water or communications, images and data for any purpose including
      towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for
      use
      in connection therewith and (except as herein or in the Mortgage expressly
      excepted) all the right, title and interest of the Company in and to all other
      property of any kind or nature appertaining to and/or used and/or occupied
      and/or enjoyed in connection with any property hereinbefore
      described;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

         

          
      TOGETHER WITH
all
      and singular the
      tenements, hereditaments, prescriptions, servitudes and appurtenances belonging
      or in anywise appertaining to the aforesaid property or any part thereof, with
      the reversion and reversions, remainder and remainders and (subject to the
      provisions of Section 13.01 of the Mortgage) the tolls, rents, revenues, issues,
      earnings, income, product and profits thereof, and all the estate, right, title
      and interest and claim whatsoever, at law as well as in equity, which the
      Company now has or may hereafter acquire in and to the aforesaid property and
      franchises and every part and parcel thereof;

     

    IT
IS
HEREBY
AGREED
by
      the Company that,
      subject to the provisions of Section 18.03 of the Mortgage, all the property,
      rights and franchises acquired by the Company (by purchase, consolidation,
      merger, donation, construction, erection or in any other way) after the date
      hereof, except any herein or in the Mortgage expressly excepted, shall be and
      are as fully mortgaged and pledged hereby and as fully embraced within the
      Lien
      of the Mortgage as if such property, rights and franchises were now owned by
      the
      Company and were specifically described herein or in the Mortgage and mortgaged
      hereby or thereby;

     

    PROVIDED
THAT
the
      following are not and
      are not intended to be now or hereafter mortgaged or pledged hereunder, nor
      is a
      security interest therein hereby granted or intended to be granted, and the
      same
      are hereby expressly excepted from the Lien and operation of the Mortgage,
      namely: (1) cash, shares of stock, bonds, notes and other obligations and other
      securities not hereafter specifically pledged, paid, deposited, delivered or
      held under the Mortgage or covenanted so to be; (2) merchandise, equipment,
      apparatus, materials or supplies held for the purpose of sale or other
      disposition in the usual course of business or for the purpose of repairing
      or
      replacing (in whole or part) any rolling stock, buses, motor coaches,
      automobiles or other vehicles or aircraft or boats, ships or other vessels,
      and
      any fuel, oil and similar materials and supplies consumable in the operation
      of
      any of the properties of the Company; rolling stock, buses, motor coaches,
      automobiles and other vehicles and all aircraft; boats, ships and other vessels;
      all crops (both growing and harvested), timber (both growing and harvested),
      minerals (both in place and severed), and mineral rights and royalties; (3)
      bills, notes and other instruments and accounts receivable, judgments, demands,
      general intangibles and choses in action, and all contracts, leases and
      operating agreements not specifically pledged under the Mortgage or covenanted
      so to be; (4) the last day of the term of any lease or leasehold which may
      be or
      become subject to the Lien of the Mortgage; (5) electric energy, gas, water,
      steam, ice and other materials, forms of energy or products generated,
      manufactured, produced or purchased by the Company for sale, distribution or
      use
      in the ordinary course of its business; (6) any natural gas wells or natural
      gas
      leases or natural gas transportation lines or other works or property used
      primarily and principally in the production of natural gas or its
      transportation, primarily for the purpose of sale to natural gas customers
      or to
      a natural gas distribution or pipeline company, up to the point of connection
      with any distribution system; (7) the Company’s franchise to be a corporation;
      (8) any interest (as lessee, owner or otherwise) in the Wyodak Facility,
      including, without limitation, any equipment, parts, improvements,
      substitutions, replacements or other property relating thereto; and (9) any
      property heretofore released pursuant to any provision of the Mortgage and
      not
      heretofore disposed of by the Company; provided, however, that the property
      and
      rights expressly excepted from the Lien and operation of the Mortgage in the
      above subdivisions (2) and (3) shall (to the extent permitted by law) cease
      to
      be so excepted in the event and as of the date that the Trustee or a receiver
      for the Trustee shall enter upon and take possession of the Mortgaged and
      Pledged Property in the manner provided in Article XV of the Mortgage by reason
      of the occurrence of a Default;

    


     

    AND
PROVIDED
FURTHER,
      that as to any property
      of the Company that, pursuant to the after-acquired property provisions thereof,
      hereafter becomes subject to the lien of a mortgage, deed of trust or similar
      indenture that may in accordance with the Mortgage hereafter become designated
      as a Class “A” Mortgage, the Lien hereof shall at all times be junior and
      subordinate to the lien of such Class “A” Mortgage;


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    TO
HAVE
AND
TO
HOLD
all
      such properties, real,
      personal and mixed, mortgaged and pledged, or in which a security interest
      has
      been granted by the Company as aforesaid, or intended so to be (subject,
      however, to Excepted Encumbrances as defined in Section 1.06 of the Mortgage),
      unto The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as
      Trustee, and its successors and assigns forever;

     

    IN
TRUST
NEVERTHELESS,
      for the same
      purposes and upon the same terms, trusts and conditions and subject to and
      with
      the same provisos and covenants as are set forth in the Mortgage, this
      Twenty-First Supplemental Indenture being supplemental to the
      Mortgage;

     

    AND
IT
IS
HEREBY
COVENANTED
by
      the Company that
      all the terms, conditions, provisos, covenants and provisions contained in
      the
      Mortgage shall affect and apply to the property hereinbefore described and
      conveyed, and to the estates, rights, obligations and duties of the Company
      and
      the Trustee and the beneficiaries of the trust with respect to said property,
      and to the Trustee and its successor or successors in the trust, in the same
      manner and with the same effect as if the said property had been owned by the
      Company at the time of the execution of the Mortgage, and had been specifically
      and at length described in and conveyed to said Trustee by the Mortgage as a
      part of the property therein stated to be conveyed.

     

     The
      Company further covenants and agrees to and with the Trustee and its successor
      or successors in such trust under the Mortgage, as follows:

    


    ARTICLE
      I

    


    Thirty-Third
      Series of Bonds

    


     

    SECTION
      1.01. There shall be a
      series of bonds designated “6.25% Series due 2037” (herein sometimes referred to
      as the Thirty-Third Series), each of which shall also bear the descriptive
      title
“First Mortgage Bond,” and the form thereof, which shall be established by or
      pursuant to a Resolution, shall contain suitable provisions with respect to
      the
      matters hereinafter in this Section specified.

     

    (I)
      Bonds of the Thirty-Third Series
      shall mature on October 15, 2037 and shall be issued as fully registered bonds
      in the minimum denomination of two thousand dollars and, at the option of the
      Company, any multiple or multiples of one thousand dollars in excess thereof
      (the exercise of such option to be evidenced by the execution and delivery
      thereof).

     

    The
      Company reserves the right to
      establish, at any time, by or pursuant to a Resolution filed with the Trustee,
      a
      form of coupon bond, and or appurtenant coupons, for the Thirty-Third Series
      and
      to provide for exchangeability of such coupon bonds with the bonds of the
      Thirty-Third Series issued hereunder in fully registered form and to make all
      appropriate provisions for such purpose.

     

    Bonds
      of the Thirty-Third Series need
      not be issued at the same time and such series may be reopened at any time,
      without notice to or the consent of any then-existing holder or holders of
      any
      bond of the Thirty-Third Series, for issuances of additional bonds of the
      Thirty-Third Series in an unlimited principal amount. Any such additional bonds
      will have the same interest rate, maturity and other terms as those initially
      issued, except for payment of interest accruing prior to the original issue
      date
      of such additional bonds and, if applicable, for the first interest payment
      date
      following such original issue date.

     

    (II)
      Bonds of the Thirty-Third Series
      shall bear interest at the rate of six and twenty-five hundredths per centum
      (6.25%) per annum payable semi-annually in arrears on April 15 and October
      15 of
      each year (each, an “Interest Payment Date”). Bonds of the Thirty-Third Series
      shall be dated and shall accrue interest as provided in Section 2.06 of the
      Mortgage.

     

    The
      initial Interest Payment Date is
      April 15, 2008. The amount of interest payable will be computed on the basis
      of
      a 360-day year consisting of twelve 30-day months. If any date on which interest
      is payable on any bond of the Thirty-Third Series is not a Business Day, then
      payment of the interest payable on that date will be made on the next succeeding
      day which is a Business Day (and without any additional interest or other
      payment in respect of any delay), with the same force and effect as if made
      on
      such date.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


     

    


     

    Interest
      payable on any bond of the
      Thirty-Third Series and punctually paid or duly provided for on any Interest
      Payment Date for such bond will be paid to the person in whose name the bond
      is
      registered at the close of business on the Record Date (as hereinafter
      specified) for such bond next preceding such Interest Payment Date; provided,
      however, that interest payable at maturity or upon earlier redemption will
      be
      payable to the person to whom principal shall be payable. So long as the bonds
      of the Thirty-Third Series remain in book-entry only form, the “Record Date” for
      each Interest Payment Date shall be the close of business on the Business Day
      before the applicable Interest Payment Date. If the bonds of the Thirty-Third
      Series are not in book-entry only form, the Record Date for each Interest
      Payment Date shall be the close of business on the 1st calendar
      day
      of the month in which the applicable Interest Payment Date occurs (whether
      or
      not a Business Day).

     

    “Business
      Day” means, for
      purposes of this Section (II), a day other than (i) a Saturday or a Sunday,
      or
      (ii) a day on which banking institutions in The City of New York are authorized
      or obligated by law or executive order to remain closed.

     

    Any
      interest on any bond of the
      Thirty-Third Series which is payable but is not punctually paid or duly provided
      for, on any Interest Payment Date for such bond (herein called “Defaulted
      Interest”), shall forthwith cease to be payable to the registered owner on the
      relevant Record Date for the payment of such interest solely by virtue of such
      owner having been such owner; and such Defaulted Interest may be paid by the
      Company, at its election in each case, as provided in subsection (i) or (ii)
      below:

    


    
      	
               

            	
              (i)

            	
              The
                Company may elect to make payment of any Defaulted Interest on the
                bonds
                of the Thirty-Third Series to the persons in whose names such bonds
                are
                registered at the close of business on a Special Record Date (as
                hereinafter defined) for the payment of such Defaulted Interest,
                which
                shall be fixed in the following manner: The Company shall, at least
                30
                days prior to the proposed date of payment, notify the Trustee in
                writing
                (signed by an Authorized Financial Officer of the Company) of the
                amount
                of Defaulted Interest proposed to be paid on each bond of the Thirty-Third
                Series and the date of the proposed payment (which date shall be
                such as
                will enable the Trustee to comply with the next sentence hereof),
                and at
                the same time the Company shall deposit with the Trustee an amount
                of
                money equal to the aggregate amount proposed to be paid in respect
                of such
                Defaulted Interest or shall make arrangements satisfactory to the
                Trustee
                for such deposit on or prior to the date of the proposed payment,
                such
                money when deposited to be held in trust for the benefit of the persons
                entitled to such Defaulted Interest as in this subsection provided
                and not
                to be deemed part of the Mortgaged and Pledged Property. Thereupon,
                the
                Trustee shall fix a record date (herein referred to as a “Special Record
                Date”) for the payment of such Defaulted Interest which date shall be
                not
                more than 15 nor less than 10 days prior to the date of the proposed
                payment and not less than 10 days after the receipt by the Trustee
                of the
                notice of the proposed payment. The Trustee shall promptly notify
                the
                Company of such Special Record Date and, in the name and at the expense
                of
                the Company, shall cause notice of the proposed payment of such Defaulted
                Interest and the Special Record Date therefor to be mailed, first-class
                postage prepaid, to each registered owner of a bond of the Thirty-Third
                Series at his, her or its address as it appears in the bond register
                not
                less than 10 days prior to such Special Record Date. Notice of the
                proposed payment of such Defaulted Interest and the Special Record
                Date
                therefor having been mailed as aforesaid, such Defaulted Interest
                shall be
                paid to the persons in whose names the bonds of the Thirty-Third
                Series
                are registered at the close of business on such Special Record Date
                and
                shall no longer be payable pursuant to the following subsection
                (ii).

            
	
               

            	
              (ii)

            	
              The
                Company may make payment of any Defaulted Interest on the bonds of
                the
                Thirty-Third Series in any other lawful manner not inconsistent with
                the
                requirements of any securities exchange on which such bonds may be
                listed
                and upon such notice as may be required by such exchange, if, after
                notice
                given by the Company to the Trustee of the proposed payment pursuant
                to
                this subsection, such payment shall be deemed practicable by the
                Trustee.

            


    

    


     

    Subject
      to the foregoing provisions of
      this Section, each bond of the Thirty-Third Series delivered under the Mortgage
      upon transfer of or in exchange for or in lieu of any other bond shall carry
      all
      rights to interest accrued and unpaid, and to accrue, which were carried by
      such
      other bond and each such bond shall bear interest from such date, that neither
      gain nor loss in interest shall result from such transfer, exchange or
      substitution.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    


     

    (III)
      The principal of and interest and
      premium, if any, on each bond of the Thirty-Third Series shall be payable at
      the
      office or agency of the Company 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 public and private debts or in such other currency
      or currency unit as shall be determined by or in accordance with the Resolution
      filed with the Trustee.

     

    (IV)
      Bonds of the Thirty-Third Series
      shall not be redeemable prior to maturity at the option of any holder or holders
      of such bonds. Bonds of the Thirty-Third Series shall be redeemable in whole
      or
      in part and at any time prior to maturity at the option of the Company. The
      redemption price shall include accrued and unpaid interest to the redemption
      date on the bonds to be redeemed, plus the greater of (a) one hundred per centum
      (100%) of the principal amount of bonds then Outstanding to be redeemed, or
      (b)
      the sum of the present values of the remaining scheduled payments of principal
      and interest thereon (not including any portion of such payments of interest
      accrued as of the redemption date) 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 25 basis points, as calculated by an
      Independent Investment Banker. The Company shall give the Trustee notice of
      such
      redemption price immediately after the calculation thereof, and the Trustee
      shall have no responsibility for such calculation. If the Company elects to
      partially redeem the bonds of the Thirty-Third Series, the Trustee shall select
      in a fair and appropriate manner the bonds of the Thirty-Third Series to be
      redeemed.

     

               “Adjusted
      Treasury Rate” means, with respect to any redemption date, the yield, under
      the heading which represents the average for the immediately preceding week,
      appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication which is published weekly by the Board
      of Governors of the Federal Reserve System and which establishes yields on
      actively traded United States Treasury securities adjusted to constant maturity
      under the caption “Treasury Constant Maturities,” for the maturity corresponding
      to the Comparable Treasury Issue (if no maturity is within three months before
      or after the Remaining Life, yields for the two published maturities most
      closely corresponding to the Comparable Treasury Issue will be determined and
      the Adjusted Treasury Rate will be interpolated or extrapolated from such yields
      on a straight line basis, rounding to the nearest month); or if such release
      (or
      any successor release) is not published during the week preceding the
      calculation date or does not contain such yields, the rate per annum equal
      to
      the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
      calculated using a price for the Comparable Treasury Issue (expressed as a
      percentage of its principal amount) equal to the Comparable Treasury Price
      for
      such redemption date. The Adjusted Treasury Rate will be calculated on the
      third
      Business Day preceding the redemption date.

     

    “Business
      Day” means, for
      purposes of this Section (IV), a day other than (i) a Saturday or a Sunday,
      or
      (ii) a day on which banking institutions in The City of New York are authorized
      or obligated by law or executive order to remain closed.

     

    “Comparable
      Treasury Issue”
means the United States Treasury security selected by an Independent Investment
      Banker as having a maturity comparable to the remaining term of the bonds of
      the
      Thirty-Third Series to be redeemed that would be used, at the time of selection
      and in accordance with customary financial practice, in pricing new issues
      of
      corporate debt securities of comparable maturity to the remaining term of such
      bonds (the “Remaining Life”).

     

    “Comparable
      Treasury Price”
means (a) the average of four Reference Treasury Dealer Quotations for
      such
      redemption date, after excluding the highest and lowest Reference Treasury
      Dealer Quotations, or (b) if the Independent Investment Banker obtains fewer
      than four such Reference Treasury Dealer Quotations, the average of all such
      quotations.

     

    “Independent
      Investment
      Banker” means one of the Reference Treasury Dealers appointed by the
      Company and its successors, or if that firm is unwilling or unable to serve
      as
      such, an independent investment and banking institution of national standing
      appointed by the Company.

     

    “Reference
      Treasury Dealer”
means: (a) each of Greenwich Capital Markets, Inc., J.P. Morgan Securities
      Inc.
      and Lehman Brothers Inc. and their respective successors; provided that, if
      one
      of these parties ceases to be a primary U.S. Government securities dealer in
      New
      York City (“Primary Treasury Dealer”), the Company will substitute another
      Primary Treasury Dealer; and (b) any other Primary Treasury Dealers selected
      by
      the Company.

     

    “Reference
      Treasury Dealer
      Quotations” means, with respect to each Reference Treasury Dealer and any
      redemption date, the average, as determined by the Independent Investment
      Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
      in each case as a percentage of its principal amount) quoted in writing to
      the
      Independent Investment Banker at 5:00 p.m., New York City time, on the third
      Business Day preceding such redemption date.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    


     

    (V)
      Each bond of the Thirty-Third
      Series may have such other terms as are not inconsistent with Section 2.03
      of
      the Mortgage, and as may be determined by or in accordance with a Resolution
      filed with the Trustee.

     

    (VI)
      At the option of the registered
      owner, any bonds of the Thirty-Third Series, upon surrender thereof for
      cancellation at the office or agency of the Company in the Borough of Manhattan,
      The City of New York, shall be exchangeable for a like aggregate principal
      amount of bonds of the same series and same terms of other authorized
      denominations.

     

    (VII)
      Bonds of the Thirty-Third Series
      shall be transferable, subject to any restrictions thereon set forth in any
      such
      bond of the Thirty-Third Series, upon the surrender thereof for cancellation,
      together with a written instrument of transfer, if required by the Company,
      duly
      executed by the registered owner or by his, her or its duly authorized attorney,
      at the office or agency of the Company in the Borough of Manhattan, The City
      of
      New York. Upon any transfer or exchange of bonds of the Thirty-Third Series,
      the
      Company may make a charge therefor sufficient to reimburse it for any tax or
      taxes or other government charge, as provided in Section 2.08 of the Mortgage,
      but the Company hereby waives any right to make a charge in addition thereto
      for
      any exchange or transfer of bonds of the Thirty-Third Series.

     

    (VIII)
      After the execution and delivery
      of this Twenty-First Supplemental Indenture and upon compliance with the
      applicable provisions of the Mortgage and this Twenty-First Supplemental
      Indenture, it is contemplated that there shall be issued bonds of the
      Thirty-Third Series in an initial aggregate principal amount of Six-Hundred
      Million Dollars (U.S. $600,000,000).

    


    


    ARTICLE
      II

    


    The
      Company Reserves the Right to Amend Provisions

    


    Regarding
      Properties Excepted from Lien of Mortgage

    


     

    SECTION
      2.01. The Company
      reserves the right, without any consent or other action by holders of bonds
      of
      the Eighth Series, or any other series of bonds subsequently created under
      the
      Mortgage (including the bonds of the Thirty-Third Series), to make such
      amendments to the Mortgage, as heretofore amended and supplemented, as shall
      be
      necessary in order to amend the first proviso to the granting clause of the
      Mortgage, which proviso sets forth the properties excepted from the Lien of
      the
      Mortgage, to add a new exception (10) which shall read as follows:

     

    “(10)
      allowances allocated to steam-electric generating plants owned by the Company
      or
      in which the Company has interests, pursuant to Title IV of the Clean Air Act
      Amendments of 1990, Pub. L. 101-549, Nov. 15, 1990, 104 Stat. 2399, 42 USC
      7651,
      et seq., as now in effect or as hereafter supplemented or amended.”

    


    ARTICLE
      III

    


    Miscellaneous
      Provisions

    


     

    SECTION
      3.01. The right, if
      any, of the Company to assert the defense of usury against a holder or holders
      of bonds of the Thirty-Third Series or any subsequent series shall be determined
      only under the laws of the State of New York.

    


     

    SECTION
      3.02. The terms
      defined in the Mortgage shall, for all purposes of this Twenty-First
      Supplemental Indenture, have the meanings specified in the Mortgage. The terms
      defined in Article I of this Twenty-First Supplemental Indenture shall, for
      purposes of those respective Articles, have the meanings specified in Article
      I
      of this Twenty-First Supplemental Indenture.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    


     

    SECTION
      3.03. The Trustee
      hereby accepts the trusts hereby declared, provided, created or supplemented,
      and agrees to perform the same upon the terms and conditions herein and in
      the
      Mortgage, as hereby supplemented, set forth, including the
      following:

    


     

    The
      Trustee shall not be responsible in
      any manner whatsoever for or in respect of the validity or sufficiency of this
      Twenty-First Supplemental Indenture or for or in respect of the recitals
      contained herein, all of which recitals are made by the Company solely. Each
      and
      every term and condition contained in Article XIX of the Mortgage shall apply
      to
      and form part of this Twenty-First Supplemental Indenture with the same force
      and effect as if the same were herein set forth in full, with such omissions,
      variations and insertions, if any, as may be appropriate to make the same
      conform to the provisions of this Twenty-First Supplemental
      Indenture.

    


     

    SECTION
      3.04. Whenever in this
      Twenty-First Supplemental Indenture either of the Company or the Trustee is
      named or referred to, this shall, subject to the provisions of Articles XVIII
      and XIX of the Mortgage, be deemed to include the successors and assigns of
      such
      party, and all the covenants and agreements in this Twenty-First Supplemental
      Indenture contained by or on behalf of the Company, or by or on behalf of the
      Trustee, shall, subject as aforesaid, bind and inure to the respective benefits
      of the respective successors and assigns of such parties, whether so expressed
      or not.

    


     

    SECTION
      3.05. Nothing in this
      Twenty-First Supplemental Indenture, expressed or implied, is intended, or
      shall
      be construed to confer upon, or to give to, any person, firm or corporation,
      other than the parties hereto and the holders of the bonds and coupons
      outstanding under the Mortgage, any right, remedy or claim under or by reason
      of
      this Twenty-First Supplemental Indenture or any covenant, condition,
      stipulation, promise or agreement hereof, and all the covenants, conditions,
      stipulations, promises and agreements in this Twenty-First Supplemental
      Indenture contained by or on behalf of the Company shall be for the sole and
      exclusive benefit of the parties hereto, and of the holders of the bonds and
      of
      the coupons outstanding under the Mortgage.

     

    SECTION
      3.06. This
      Twenty-First Supplemental Indenture shall be executed in several counterparts,
      each of which shall be an original and all of which shall constitute but one
      and
      the same instrument.

    


    ARTICLE
      IV

    


    Specific
      Description of Property

    


     

    The
      properties of the Company, owned as of the date hereof, and used (or held for
      future development and use) in connection with the Company’s electric utility
      systems, or for other purposes, as follows:

     

    A—ELECTRIC
      SUBSTATIONS AND SWITCHYARDS

     

    Ben
      Lomond – Terminal Transmission Corridor

    


    Lands
      located in Davis County, State of Utah

    


    All
      of
      Lots 135, 136, 137, 138, 139, 140, and 141, SCHICK FARM CLUSTER SUBDIVISION
      PHASE 1, according to the official plat thereof as recorded in the Office of
      the
      Davis County Recorder, State of Utah.

    


    All
      of
      Lots 221, 222 and 223, SCHICK FARM CLUSTER SUBDIVISION PHASE 2, according to
      the
      official plat thereof as recorded in the Office of the Davis County Recorder,
      State of Utah.

    


    All
      of
      Lots 132, and 133, SCHICK FARM CLUSTER SUBDIVISION PHASE 1, according to the
      official plat thereof as recorded in the Office of the Davis County Recorder,
      State of Utah.

    


    All
      of
      Lot 130, SCHICK FARM CLUSTER SUBDIVISION PHASE 1, according to the official
      plat
      thereof as recorded in the Office of the Davis County Recorder, State of
      Utah.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    


    All
      of
      Lot 220, SCHICK FARM CLUSTER SUBDIVISION PHASE 1, according to the official
      plat
      thereof as recorded in the Office of the Davis County Recorder, State of
      Utah.

    


    All
      of
      Lot 224, SCHICK FARM CLUSTER SUBDIVISION PHASE 1, according to the official
      plat
      thereof as recorded in the Office of the Davis County Recorder, State of
      Utah.

    


    Clinton
      Homesteads

    Parcel
      1:
      (Davis County)

    A
      part of
      the Southwest Quarter of Section 22, Township 5 North, Range 2 West, Salt Lake
      Base and Meridian, U.S. Survey: Beginning at a point 910.00 feet North 89°59’55”
West along the Section line and 33.00 feet North 0°02’11” East from the
      Southeast corner of said Quarter Section; running thence North 89°59’55” West
      410.02 feet along the North right of way line of 2300 North Street; thence
      North
      0°00’22” East 840.07 feet; thence South 89°59’38” East

    410.47
      feet; thence South 0°02’11” West 840.04 feet to the point of
      beginning.

    


    Parcel
      2:
      (Davis County)

    A
      part of
      the Southwest Quarter of Section 22, Township 5 North, Range 2 West, Salt Lake
      Base and Meridian, U.S. Survey: Beginning at a point 910.00 feet North 89°59’55”
West along the Section line and 873.04 feet North 0°02’11” East from the
      Southeast corner of said Quarter Section; running thence North 89°59’38” West
      410.47 feet; thence North 0°00’22” East 117.73 feet; thence South 89°59’38” East
      102.75 feet; thence North 0°00’54” East 672.65 feet; thence

    Southeasterly
      along the arc of a 756.09 foot radius curve to the right a distance of 252.76
      feet (long chord bears South 72°37’41” East 251.59 feet); thence Southeasterly
      along the arc of a 816.09 foot radius curve to the left a distance of 74.50
      feet
      (Long chord bears South 65°39’58” East 74.47 feet); thence South 0°02’11” West
      684.61 feet.

    


    Parcel
      3:
      (Davis County)

    A
      part of
      the Southwest Quarter of Section 22, Township 5 North, Range 2 West, Salt Lake
      Base and Meridian, U.S. Survey: Beginning at a point 910.00 feet North 89°59’55”
West along the Section line and 1622.63 feet North 0°02’11” East from the
      Southeast Corner of said Quarter Section; running thence Northwesterly along
      the
      arc of a 756.09 foot radius curve to the right a distance of 45.01 feet (long
      chord bears North 64°45’23” West 45.00 feet); thence Northwesterly along the arc
      of a 816.09 foot radius curve to the left a distance of 281.02 feet (long chord
      bears North 72°54’56” West 279.63 feet); thence North 0°00’54” East 299.51 feet
      to the Weber/Davis County line; thence South 89°54’49” East 308.17 feet along
      said line; thence South 0°02’11” West 400.38 feet to the point of
      beginning.

    


    
      	
               

            	
              Lands
                located in Weber County, State of
                Utah

            


    

    


    Parcel
      4:
      (Weber County)

    A
      part of
      the Southwest Quarter of Section 22, Township 5 North, Range 2 West, Salt Lake
      Base and Meridian, U.S. Survey: Beginning at a point 910.00 feet North 89°59’55”
West along the Section line and 2023.01 feet North 0°02’11” East from the
      Southeast corner of said Quarter Section; running thence North 89°54’49” West
      420.12 feet along the Weber/Davis County line; thence North 0°04’04” West 586.77
      feet to the South right of way line of 6000 South Street; thence North
      89°55’56” East 421.21 feet along said right of way line; thence South 0°02’11”
West 587.90 feet to the point of beginning. Less and Excepting from the above
      parcels, all oil, gas and minerals and rights related to the same.

    


    All
      of
      Lot 10R, McCall Fields Subdivision, Roy City, Weber County, Utah.

    


    
      	
               

            	
              Kay
                West Substation

            


    

    


    
      	
               

            	
              Lands
                located in Davis County, State of
                Utah

            


    

    


    A
      tract
      of land situate in the SE1/4 of Section 33, T.4 N., R.1 W., S.L.M., Davis
      County, Utah, described as follows: Haymaker Subdivision, Parcel A

    


    
      	
               

            	
              Parowan
                Substation

            


    

    


    
      	
               

            	
              Lands
                located in Iron County, State of
                Utah

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    


    
      	
               

            	
              The
                West Half of the Southeast Quarter of the Southeast Quarter of Section
                31,
                Township 33 South, Range 9 West, Salt Lake Base and
                Meridian.

            


    

    


    
      	
               

            	
              Lonetree
                Substation

            


    

    


    
      	
               

            	
              Lands
                located in Iron County, State of
                Utah

            


    

    


    
      	
               

            	
              All
                of lots 25 A & B, Cedar Pines Subdivision, according to the Official
                Plat thereof on file in the Office of the Iron County
                Recorder.

            


    

    


    
      	
               

            	
              Commerce
                Substation

            


    

    


    
      	
               

            	
              Lands
                located in Iron County, State of
                Utah

            


    

    


    PARCEL
      1:

    


    Beginning
      North 0°04'43" West, 101.25 feet along the Section line and North 43°39'58"
      West, 1392.56 feet from the East Quarter Corner of Section 2, Township 36 South,
      Range 12 West, Salt Lake Base and Meridian, said point being on the
      Northeasterly right of way of the Los Angeles and Salt Lake Railroad; thence
      along said right of way North 43°39'58" West, 552.07 feet; thence North
      89°48'23" East, 379.83 feet; thence South 0°11'37" East, 400.64 feet to the
      point of beginning.

    


    (Being
      Lot 18, Port 15 Utah)

    


    PARCEL
      2:

    


    Beginning
      North 0°04'43" West, 101.25 feet along the Section line and North 43°39'58"
      West, 1392.56 feet from the East Quarter Corner of Section 2, Township 36 South,
      Range 12 West, Salt Lake Base and Meridian, said point being on the
      Northeasterly right of way of the Los Angeles and Salt Lake Railroad; thence
      North 0°11'37" West, 400.64 feet; thence North 89°48'23" East, 195.00 feet;
      thence South 0°11'37" East, 606.32 feet to a point on the Northeasterly right of
      way of the Los Angeles and Salt Lake Railroad; thence North 43°39'58" West,
      283.43 feet to the point of beginning.

    


    (Being
      Lot 19, Port 15 Utah)

    


    Fillmore
      Switchrack

    


    Lands
      in
      Millard County, State of Utah

    Lands
      being acquired from the Dearden Revocable Trust

    


    Beginning
      at a point that is South 89°36’34” East 195.00 feet along the 1/16 Section line
      from the Center of the Southwest Quarter of Section 28, Township 21 South,
      Range
      4 West, Salt Lake Base and Meridian, thence North 00°34’40” East 17.30 feet;
      thence South 89°36’34” East 21.00 feet; thence South 00°34’40” West 17.30 feet
      to said 1/16 Section line to the point of beginning.

    


    Less:

    


    Beginning
      at the Southwest Corner of the Northeast Quarter of the Southwest Quarter of
      Section 28, Township 21 South, Range 4 West, Salt Lake Base and Meridian, thence
      North 20 rods 8 links: thence East 2 Rods; thence Southeasterly 22 rods 17
      links; thence West 11 rods, 17 links to the point of beginning. (A part of
      A.P.N.: 7036, 7063-1)

    


    Fillmore
      Switchrack

    


    Lands
      in
      Millard County, State of Utah

    Lands
      being acquired from Reed S. Robinson and Gail M. Robinson


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    Beginning
      at a point that is South 89°36’34” East 195.00 feet, more or less along the 1/16
      Section line from the Center of the Southwest Quarter of Section 28, Township
      21
      South, Range 4 West, Salt Lake Base and Meridian, said point being on the East
      boundary of Serial Number 7035 as described in Book 11 Page 198 of Official
      Records; thence South 89°36’34” East 21.00 along said 1/16 Section line; thence
      South 00°34’40” West 100.00 feet; thence North 89°36’34” West 21.00 feet, more
      or less to the said eastern boundary of Serial Number 7035; thence North
      00°34’40” East 100.00 feet along said boundary to the point of beginning. (A
      part of 7034)

    


    Threemile
      Knoll Substation

    


    Lands
      in
      Caribou County, State of Idaho

    


    This
      parcel is located in the East Half of the Southwest Quarter (E1/2SW1/4) of
      Section 19, Township 8 South, Range 42 East, Boise Meridian, Caribou County,
      Idaho and is further described as follows:

    


    COMMENCING
      at the southeast corner of said Section 19, from which the northeast corner
      of
      said Section 19 of said N 0°30’26” W;

    Thence
      N
      47°22’44” W, a distance of 3661.16 feet to the TRUE POINT OF
      BEGINNING;

    Thence
      S
      0°24’33” E, a distance of 2020.00 feet;

    Thence
      S
      88°46’23” W, a distance of 1284.23 feet;

    Thence
      N
      0°30’24” W, a distance of 2019.95 feet;

    Thence
      N
      88°46’23” E, a distance of 1287.67 feet to the TRUE POINT OF
      BEGINNING;

    


    White
      Rock Substation

    


    Lands
      in
      Box Elder County, State of Utah

    


    A
      parcel
      of land being a portion of properties conveyed by that certain Warranty Deed
      filed for Record May 4, 1999 as Entry Number 127393 in Book 712 at Pages 525
      thru 531 of the Official Records of the Box Elder County Recorder and situate
      in
      the Southwest Quarter of Section 2, Township 8 North, Range 2 West, Salt Lake
      Base and Meridian. The boundaries of said parcel are described as follows,
      to
      wit:

    


    Beginning
      at a point which is 1050.36 feet N.01°10"15"E along the quarter section line
      from the South Quarter Corner of said Section 2 and running thence N.89°21'13"W
      348.50 feet; thence N.01°10'15"E 250.00 feet to the south right of way line of
      3000 South Street; thence S.89°21'13"E 338.41 feet along said south right of way
      line to a point on a 10.00 foot radius curve to the right; thence southeasterly
      along the arc of said curve 15.80 feet (chord bears S.44°05'29"E. 14.21 feet) to
      the quarter section line; thence S.01°10'15"W 239.91 feet along said quarter
      section line to the point of beginning. The above-described parcel contains
      87,071 square feet or 1.999 acres.

    


    Wine
      Country Substation

    


    Lands
      in
      YAKIMA County, State of WASHINGTON

    


    Commencing
      at the Northwest corner of the Northeast Quarter of the Southwest Quarter of
      Section 4, Township 9 North, Range 23 East, W.M; thence North 89°58’48” East
      along the North line of the said Subdivision 600.00 feet to the Point
      ofBeginning; thence South 01°20’00” East 216.00 feet; thence South 79°55’00”
West 350.00 feet; thence South 01°20’00” East 448.82 feet; thence South
      79°55’00” West 280.02 feet to the Northeasterly right of way line of Yakima
      Valley Highway; thence North 43°25’18” West along said right of way line 372.32
      feet; thence North 89°58’48” East along said North line 575.08 feet to the Point
      of Beginning.

    


    Collier
      View Estates

    


    Lands
      in
      SWEETWATER County, State of WYOMING

     

    Lots
      numbered fourteen (14), fifteen
      (15), sixteen (16) and seventeen (17) of the final plat of the Collier
      ViewEstates, a replat of a portion of Tract “A” Hutton Heights 8th Addition,
      City of
      Green River, Sweetwater County,Wyoming.

    
Myrtle
      Creek Substation Additional Lands

    


    Lands
      in
      DOUGLAS County, State of OREGON

     

    Lots
      1, 2, 3, 4, 5, 6, and 7 Block 12,
      City of Myrtle Creek, Douglas County, Oregon.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


     

    


     

    IN
      WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto
      affixed, and this instrument to be signed and sealed by an Authorized Executive
      Officer of the Company, and its corporate seal to be attested to by its
      Treasurer for and in its behalf, and The Bank of New York has caused its
      corporate name to be hereunto affixed, and this instrument to be signed and
      sealed by one of its Vice Presidents, and its corporate seal to be attested
      to
      by one of its Vice Presidents, all as of the day and year first above
      written.

    


    


    


    
      	
              [SEAL]

            	
               

            	
               

            	
              PACIFICORP

            
	 	
               

            	
               

            	
              By

            	 
	 	 	 	 	 
	 	 	 	 	
              /s/
                David Mendez

            
	
               

            	
               

            	
               

            	
               

            	
              David
                Mendez

              Senior
                Vice President and Chief Financial Officer

            
	
               

              Attest:

            	 	
               

            	
               

            	
               

            
	 	 	 	 	 
	
               

            	
              /s/
                Bruce N. Williams

            	
               

            	
               

            	
               

            
	
               

            	
              Bruce
                N. Williams

              Vice
                President and Treasurer

            	
               

            	
               

            	
               

            
	
               

              [SEAL]

            	
               

            	
               

            	
               

            	
               

              THE
                BANK OF NEW YORK, as trustee

            
	
               

            	
               

            	
               

            	
               

               

              By

            	 
	
               

            	
               

            	
               

            	
               

            	
              /s/
                L. O'Brien

            
	
               

            	
               

            	
               

            	
               

            	
              L.
                O’Brien

              Vice
                President

            
	
               

              Attest:

            	 	
               

            	
               

            	
               

            
	
               

            	
              /s/
                Francine Kincaid

            	
               

            	
               

            	
               

            
	
               

            	
              Francine
                Kincaid

              Vice
                President

            	
               

            	
               

            	
               

            


    

    


    


    


    


    



    
      
        
        

      

      
        (Twenty-First
          Supplemental Indenture)

        
          

        

      

      
        
        

      

    


    


    


    
      	
              STATE
                OF OREGON

            	
              )

            
	
               

            	
              )

            
	
              COUNTY
                OF MULTNOMAH

            	
              )
                SS.:

            


    

    


     

    On
      this
      1st day of October, 2007, before me, Lore S. Boles, a Notary Public in and
      for
      the State of Oregon, personally appeared David Mendez and Bruce N. Williams,
      known to me to be Senior Vice President and Chief Financial Officer, Vice
      President and Treasurer, respectively, of PACIFICORP, an Oregon corporation,
      who
      being duly sworn, stated that the seal affixed to the foregoing instrument
      is
      the corporate seal of said corporation and acknowledged this instrument to
      be
      the free, voluntary, and in all respects duly and properly authorized act and
      deed of said corporation.

    


     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and official seal the day and
      year
      first above written.

    


    


    


    
      	
              [SEAL]

            	
               

            	
               

            	
               

            	 
	 	 	 	 	 
	
               

            	
               

            	
               

            	
               

            	 /s/
              LORE S. BOLES
	
               

            	
               

            	
               

            	
               

            	
              Residing
                at: Battle Ground,
                Washington

            


    

    


    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	
               

            	
              )

            
	
              COUNTY
                OF QUEENS

            	
              )
                SS.:

            


    

    


     

    On
      this 3rd day of October, 2007, before me, Carlos Luciano, a Notary Public
      in and for the State of New York, personally appeared L. O’Brien and Francine
      Kincaid, known to me to be Vice Presidents of THE BANK OF NEW YORK, a New York
      banking corporation, who being duly sworn, stated that the seal affixed to
      the
      foregoing instrument is the corporate seal of said corporation and acknowledged
      this instrument to be the free, voluntary, and in all respects duly and properly
      authorized act and deed of said corporation.

    


     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and official seal the day and
      year
      first above written.

    


    


    


    
      	
              [SEAL]

            	
               

            	
               

            	
               

            	 
	 	 	 	 	 
	 	
               

            	
               

            	
               

            	 /s/
              CARLOS R. LUCIANO
	
               

            	
               

            	
               

            	
               

            	
              Notary
                Public, State of New
                York

            


    

    


    


    



    
      
        
        

      

      
        (Twenty-First
          Supplemental Indenture)