AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT, dated as of April 15, 2009 (this “ Amendment ”), amends that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 6, 2006 (the “ Credit Agreement ”), among PACIFICORP, an Oregon corporation (“ Borrower ”), the banks listed on the signature pages thereto (the “ Banks ”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Banks (in such capacity, the “ Administrative Agent ”) and as issuing bank and THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent.  Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.

WHEREAS, the parties hereto have agreed to amend the Credit Agreement in certain respects as more fully set forth below;

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1                          AMENDMENTS .  Subject to satisfaction of the conditions in Section 2, the Credit Agreement is amended as follows:

Section 1.1                       Addition of Definitions .  Section 1.01 is amended by adding the following definitions in proper alphabetical order:

“ Designated Bank ” means a Defaulting Bank or a Downgraded Bank.

“ Defaulting Bank ” means any Bank that (a) has not made available to the Administrative Agent such Bank’s ratable portion of a requested borrowing or has not reimbursed an Issuing Bank for such Bank’s pro rata share of the amount of a payment made by such Issuing Bank under a Letter of Credit, in each case within three Domestic Business Days after the date due therefor in accordance with Section 2.04 or Section 2.17, as applicable; (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its obligations under Section 2.04 or Section 2.17; or (c) is the subject of a bankruptcy, insolvency or similar proceeding.  A Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of an equity interest in such Bank or its parent company by a governmental authority or instrumentality thereof.

“ Downgraded Bank ” means any Bank that (a) has a non-investment grade rating from Moody’s, S&P or another nationally recognized rating agency or (b) is a Subsidiary of a Person that is the subject of a bankruptcy, insolvency or similar proceeding.

Section 1.2                       Amendment to Section 2.17(a) .  Section 2.17(a) is hereby amended by deleting the phrase “ provided that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount shall not exceed the Total Commitment and (ii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $200,000,000” in its entirety and substituting therefor the new phrase “ provided that no Defaulting Bank shall then exist (unless such Defaulting Bank’s pro rata share (based on the ratio of such Defaulting Bank’s Commitment to the Total Commitment) of the Letter of Credit Liabilities has been cash collateralized by the Borrower (pursuant to documentation satisfactory to the Issuing Banks, the Administrative Agent and the Borrower)); and provided further that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount shall not exceed the Total Commitment and (ii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $200,000,000”.

Section 1.3                       Amendment to Section 2.17(b) .  The following subsection (v) is added to Section 2.17(b):

(v)           If a Bank at any time becomes a Defaulting Bank and there are outstanding Letter of Credit Liabilities at such time, then the Borrower shall promptly (and in any event within three Domestic Business Days of request therefor from any Issuing Bank) provide cash collateral to the Administrative Agent in an amount equal to the aggregate amount of such Defaulting Bank’s participation in such Letter of Credit Liabilities pursuant to documentation satisfactory to the Administrative Agent, the Issuing Banks and the Borrower, which cash collateral shall secure such Defaulting Bank’s contingent obligations to the Issuing Banks in respect of such Letter of Credit Liabilities.  If the circumstances giving rise to the requirement that the Borrower provide cash collateral pursuant to this Section 2.17(b)(v) cease to exist, then the Administrative Agent shall promptly return such cash collateral to Borrower.

Section 1.4                       Amendment to Section 8.06 .      Section 8.06 is hereby amended by adding “(a)” before the existing text.

Section 8.06 is hereby further amended by adding the following subsection (b):

(b)           At any time a Bank is a Designated Bank, the Borrower may terminate in full the Commitment of such Designated Bank by giving notice to such Designated Bank and the Administrative Agent (which notice shall specify the effective date of such termination); provided, that (i) at the time of such termination, no Event of Default exists; (ii) concurrently with such termination, the Borrower shall prepay all outstanding Loans of such Designated Bank together with accrued interest thereon and accrued fees and any other amounts payable for the account of such Designated Bank hereunder; and (iii) if, on the effective date of such termination, any Letter of Credit is outstanding, the conditions specified in Section 3.02 would be satisfied (after giving effect to such termination) were each such Letter of Credit issued on such date.  Upon satisfaction of the conditions specified in the foregoing clauses (i), (ii) and (iii), the Commitment of such Designated Bank shall terminate on the effective date specified in such notice, its participation in the Letter of Credit Liabilities shall terminate on such effective date and the participations of the other Banks in the Letter of