SUPPLEMENTAL INDENTURE

       SUPPLEMENTAL INDENTURE, dated as of the           (the “       Supplemental Indenture”), between PACIFICORP, a corporation duly organized and existing under the laws of the State of Oregon (hereinafter sometimes referred to as the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (hereinafter sometimes referred to as the “Trustee”) (under the Indenture dated as of May 1, 1995 between the Company and the Trustee (the “Indenture”; all terms used and not defined herein are used as defined in the Indenture)).

WHEREAS, the Company executed and delivered the Indenture to the Trustee to provide for the future issuance of its junior subordinated debentures (the “Debentures”), which Debentures are to be issued from time to time in such series as may be determined by the Company under the Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered thereunder as in the Indenture provided; and

WHEREAS, the Company and the Trustee previously executed and delivered a First Supplemental Indenture dated as of May 1, 1995 (the “First Supplemental Indenture”) and in accordance therewith the Company issued a series of Debentures designated the “8 3/8% Junior Subordinated Deferrable Interest Debentures, Series A, Due 2035” in the aggregate principal amount of $120,000,000; and

WHEREAS, the Company and the Trustee previously executed and delivered a Second Supplemental Indenture dated as of October 1, 1995 (the “Second Supplemental Indenture”) and in accordance therewith the Company issued a series of Debentures designated the “8.55% Junior Subordinated Deferrable Interest Debentures, Series B, Due 2025” in the aggregate principal amount of $55,825,925; and

WHEREAS, the Company and the Trustee previously executed and delivered a Third Supplemental Indenture dated as of June 1, 1996 (the “Third Supplemental Indenture”) and in accordance therewith the Company issued a series of Debentures designated the “8 1/4% Junior Subordinated Deferrable Interest Debentures, Series C, Due 2036” in the aggregate principal amount of $223,712,000; and

WHEREAS, the Company and the Trustee previously executed and delivered a Fourth Supplemental Indenture dated as of August 4, 1997 (the “Fourth Supplemental Indenture”) and in accordance therewith the Company issued a series of Debentures designated the “7.70% Junior Subordinated Deferrable Interest Debentures, Series D, Due 2037” in the aggregate principal amount of $139,176,000; and

WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Debentures to be known as its     % Junior Subordinated Deferrable Interest Debentures, Series    (such series being hereinafter referred to as the “Series    Debentures”), the form and substance of such Series    Debentures and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this        Supplemental Indenture; and

WHEREAS, the Company desires and has requested the Trustee to join with it in the execution and delivery of this        Supplemental Indenture, and all requirements necessary to

make this        Supplemental Indenture a valid instrument, in accordance with its terms, and to make the Series    Debentures, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, in consideration of the purchase and acceptance of the Series    Debentures by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Series    Debentures and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE 1
General Terms and Conditions of
the Series    Debentures

SECTION 1.01.  There shall be and is hereby authorized a series of Debentures designated the “    % Junior Subordinated Deferrable Interest Debentures, Series   ,” limited in aggregate principal amount to $        , which amount shall be as set forth in any written order of the Company for the authentication and delivery of Series    Debentures.  The Series    Debentures shall mature and the principal shall be due and payable, together with all accrued and unpaid interest thereon, on               , and shall be issued in the form of registered Series    Debentures without coupons.

SECTION 1.02.  Principal and interest on the Series    Debentures will be payable, the transfer of such Series    Debentures will be registrable and such Series    Debentures will be exchangeable for Series    Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal amount of Series    Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date (as defined in Section 1.03 below) electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account.

SECTION 1.03.  Each Series    Debenture will bear interest at the rate of     % per annum from and including the original date of issuance or from the most recent Interest Payment Date referred to below to which interest has been paid or duly provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an “Interest Payment Date”), commencing on                       , to the person in whose name such Series    Debenture or any predecessor Series    Debenture is registered at the close of business on the March 15, June 15, September 15 or December 15, respectively, preceding that Interest Payment Date (each, a “Record Date”).  Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name the Series    Debenture (or one or more predecessor

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Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Series    Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series    Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period (as defined in Section 3.01 below), unless the Company has elected to make a full or partial payment of interest accrued on the Series    Debentures on that Interest Payment Date.  Any partial payment of interest accrued on the Series    Debentures on any Interest Payment Date falling within an Extension Period shall be paid pro rata to such registered holders based upon the principal amount of Series    Debentures then held by such registered holders.  In addition, each Series    Debenture will bear interest at the rate of     % per annum from and including               to and including              , payable on             to the person in whose name such Series    Debenture or any predecessor Series    Debenture is registered at the close of business on              .

The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period.  In the event that any date on which interest is payable on the Series    Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.

ARTICLE 2
Redemption of the Series    Debentures

Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem the Series    Debentures, in whole or in part, from time to time, on or after             , at a redemption price equal to 100% of the principal amount of Series    Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption.  If the Series    Debentures are only partially redeemed pursuant to this Section, the Series    Debentures will be redeemed by lot or by any other method utilized by the Trustee.

ARTICLE 3
Extension of Interest Payment Period

SECTION 3.01.  Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series    Debentures, the Company shall have the right, at any time during the term of the Series    Debentures, to extend any interest payment period of such Series    Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full (each, an “Extension Period”), provided that such Extension Period ends on another Interest Payment Date.  No interest shall be due and payable during an Extension Period, but on

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the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series    Debentures, together with interest thereon at the rate specified for the Series    Debentures.  Prior to the termination of any Extension Period, the Company may pay all or (subject to the last sentence of the first paragraph of Section 1.03 above) any portion of the interest accrued on the Series    Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or may from time to time further extend such Extension Period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters.  If the Company shall elect to pay all of the interest accrued on the Series    Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date.  Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements.

SECTION 3.02.  The Company shall give the Trustee written notice of (i) any election by the Company to initiate an Extension Period and the duration thereof, (ii) any election by the Company to extend an Extension Period beyond the Interest Payment Date on which that Extension Period is then scheduled to terminate and the duration of such extension and (iii) any election by the Company to make a full or partial payment of interest accrued on the Series    Debentures on any Interest Payment Date during an Extension Period and the amount of such payment.  In no event shall such notice by the Company be given less than 15 Business Days prior to the later of (A) the Record Date next preceding the applicable Interest Payment Date and (B) five Business Days prior to such Interest Payment Date.  Upon receipt of any such notice, the Trustee shall give written notice of the Company’s election by mail to the Series    Debentureholders not less than 10 Business Days prior to such Interest Payment Date.  The Company shall make a public announcement of any such election in accordance with New York Stock Exchange rules not less than five Business Days prior to such Record Date.

ARTICLE 4
Form of Series    Debenture

The Series    Debentures and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms:

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(FORM OF FACE OF DEBENTURE)

[If the Debenture is to be a Global Debenture, insert - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.  This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances.

Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Water Stree