RETENTION AGREEMENT

Exhibit 10.14

RETENTION AGREEMENT

This AGREEMENT is made and entered into as of this 24th day of May, 2006, by and between PacifiCorp, an Oregon corporation (“Company”) and Andrew P. Haller (“Employee”).

WHEREAS, Employee is currently employed by Company as Senior Vice President, General Counsel and Corporate Secretary; and

WHEREAS, Employee is a participant in the PacifiCorp Executive Severance Plan December 1, 1996 (as amended and restated effective December 1, 1998) (“Severance Plan”); and

WHEREAS, Employee is a participant in the PacifiCorp Supplemental Executive Retirement Plan dated January 1, 1996 (as amended through amendment no. 8) (the “SERP”); and

WHEREAS, a Change in Control, as defined in the SERP, has occurred; and

WHEREAS, pursuant to section 3.9 of the SERP, Employee is entitled to certain benefit enhancements if Employee voluntarily resigns employment at least 12 months, and no more than 14 months after such Change in Control ; and

WHEREAS, Company desires that Employee not voluntarily resign employment for a period of time, but waive certain claims;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, Company and Employee hereby agree as follows:

1.        Employee agrees not to voluntarily resign from employment with Company prior to December 31, 2006 (“Retention Date”).

2.        If Employee has not resigned or been terminated for cause prior to the Retention Date, Company will give Employee the enhanced benefit described in the SERP Section 3.9(a) for employees who voluntarily terminate their employment at least 12 months and no more than 14 months after a Change in Control (as defined in the SERP). These benefits will be given regardless of whether the Retention Date is 12 to 14 months after a Change in Control.

3.        Company agrees that Employee is entitled to the SERP Section 3.9(a) enhanced benefits in the case of involuntary termination (as defined in the SERP) occurring prior to the Retention Date regardless of whether Employee thereafter resigns or is terminated for other than cause.

4.        In no event is Employee entitled to twice the enhanced benefits described in the SERP Section 3.9.

5.    &