Section 4(b).

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Barclays Bank PLC (“Barclays”), through its agent Barclays Capital Inc. (the “Agent”), and Portland General Electric Company, an Oregon corporation (“Counterparty”), on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

This Confirmation evidences a complete and binding agreement between Barclays and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) as if Barclays and Counterparty had executed an agreement in such form (without any Schedule but with the election (i) of the laws of the State of New York as the governing law, (ii) of United States Dollars (“USD”) as the Termination Currency and (iii) the other elections set forth in this Confirmation) on the Trade Date. Notwithstanding any other agreement between the parties to the contrary, the Transaction shall be the only transaction under the Agreement.

The definitions and provisions contained in the 2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”) as published by ISDA are incorporated into this Confirmation.

Each of Barclays and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) the Agent is acting as agent for Barclays under the Transaction pursuant to instructions from Barclays, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and obligations with respect to the Transaction (it being understood that no such transfer shall release Barclays from any rights, obligations or liabilities in respect of the Transaction), (iii) the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the

Transaction, (iv) Barclays and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Barclays or the Agent, other than the representations expressly set forth in this Confirmation, the Agreement or the Underwriting Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate of Barclays. Barclays will be acting for its own account in respect of this Confirmation and the Transaction contemplated hereunder. Barclays is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

The time of dealing for the Transaction will be confirmed by Barclays upon written request by Counterparty. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.

1. In the event of any inconsistency among this Confirmation, the Equity Definitions or the Agreement, the following will prevail for purposes of the Transaction in the order of precedence indicated: (i) this Confirmation; (ii) the Equity Definitions; (iii) the Swap Definitions and (iv) the Agreement.

2. Each party will make each payment specified in this Confirmation as being payable by such party not later than the specified due date, for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in a manner customary for payments in the required currency.

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.

A “Regulatory Disruption” shall occur if Barclays determines in good faith and in its reasonable discretion, based on advice of counsel, that it is advisable, in light of legal, regulatory or self-regulatory requirements or related policies or procedures for Barclays (or its agent or affiliate) generally applicable to transactions of the type of the Transaction to refrain from all or any part of the market activity in which it would otherwise engage in connection with the Transaction.

deemed to be included as an additional potential settlement

method under Section 7.1 of the Equity Definitions; and provided further that (i) the same settlement method shall apply in respect of all Designated Shares for any Designated Date and (ii) Counterparty may elect Cash Settlement or Net Share Settlement only if Counterparty delivers a settlement notice substantially in the form attached hereto as Schedule II, in which Counterparty represents and warrants to Barclays that, as of the date of such election,

(A) Counterparty is not aware of, and is not electing Cash Settlement or Net Share Settlement, as applicable, on the basis of, any material nonpublic information concerning itself or the Shares; and

(B) Counterparty is electing the settlement method and designating the related Designated Date in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision of the federal securities laws.

Positions in respect of any Designated Shares and determining the Daily Share Number for any Unwind

Date in connection with any Net Share Settlement, Barclays or its affiliates, as applicable, will take into account, and, for such purpose, assume receipt or delivery of, a number of Shares equal to the sum of (i) (x) the Aggregate Net Share Number for such Unwind Date minus (y) the Aggregate Net Share Number for the immediately preceding Unwind Date of the same Unwind Period, if any (or zero if there is no such preceding Unwind Date) and (ii) the number of shares corresponding to the Unwind Adjustment Amount applicable to such Unwind Date, if any.

in either case in accordance with Section 9.2 (last sentence only), 9.4, 9.8, 9.9, 9.11 (as modified herein) and, solely in the case of a delivery by Counterparty, 9.12 of the Equity Definitions as if Physical Settlement were applicable.

Cycle immediately following the relevant Valuation Date, an amount equal to the product of (i) the relevant Forward Price Reduction Amount multiplied by (ii)(A) if the Aggregate Net Share Number as of the date immediately prior to the relevant Forward Price Reduction Date is a positive number, such Aggregate Net Share Number or (B) otherwise, zero.

Representation and Agreement: (i) In the case where Barclays is obligated to deliver any Shares hereunder and (ii) in the case where Counterparty is obligated to deliver any Shares hereunder, solely to the extent the Private Placement Procedures in Annex A shall apply, in either case of clauses (i) and (ii), the provisions of Section

9.11 of the Equity Definitions are hereby modified to exclude any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the Issuer of the Shares.

Failure to Deliver:     Not Applicable. Hedging Disruption:     Not Applicable. Increased Cost of Hedging: Not Applicable.

(1) the Calculation Agent shall reduce the Daily Forward Price in order to compensate Barclays for the amount by which such weighted- average rate exceeded the Initial Stock Loan Rate or (2) the Maximum Stock Loan Rate shall, as of such date of determination, be reduced to a rate equal to the Initial Stock Loan Rate; provided that, if, within one Scheduled Trading

Day of the Calculation Agent’s delivery of notice of such event, Counterparty has not elected either clause (1) or (2) to apply in respect thereof, then the Hedging Party may elect, in its sole discretion, whether clause (1) or (2) will apply in respect thereof. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Daily Forward Price pursuant to clause (1) above or any reduction to the Maximum Stock Loan Rate pursuant to clause (2) above, as the case may be, and, upon the request of Counterparty, the Hedging Party shall provide an itemized list of its stock loan costs for the applicable period over which any such weighted-average rate was determined.”

Beneficiary: BARCGB33

REF: Barclays Bank PLC London Equity Derivative

(a) The effectiveness of this Confirmation on the Effective Date shall be subject to the following conditions:

(i) The Closing Date (as defined in the Underwriting Agreement dated June 11, 2013, between Counterparty and the Agent as representative of the several Underwriters party thereto (the “Underwriting Agreement”)) shall have occurred as provided in the Underwriting Agreement.

(a) Counterparty will promptly provide notice to Barclays upon obtaining knowledge of (i) the occurrence or announcement of any event that would constitute an Event of Default in respect of which it is the Defaulting Party or (ii) any Announcement Date in respect of an Extraordinary Event.

(b) A number of Shares of Counterparty equal to 15,000,000 Shares, as such number may be reduced by a number of Shares issued directly by Counterparty in the manner contemplated by the Underwriting Agreement (the “Capped Number”), has been reserved for issuance upon settlement of the Transaction by all required corporate actions of Counterparty. The Shares of Counterparty issuable, from time to time,

upon settlement of the Transaction have been duly authorized and, when delivered as contemplated by the terms of the Transaction upon settlement of the Transaction, will be validly issued, fully-paid and non-assessable, and the issuance of such Shares will not be subject to any pre-emptive or similar rights.

(d) Counterparty will not repurchase any Shares if, immediately following such repurchase, the Base Amount would be equal to or greater than 19.9% of the

number of then-outstanding Shares and it will promptly notify Barclays immediately upon the announcement or consummation of any repurchase of Shares that, taken together with the amount of all repurchases since the date of the last such notice (or, if no such notice has been given, the Trade Date), would increase such percentage by more than 1% of the number of then-outstanding Shares. For purposes of this Section 5(d), on the second Scheduled Trading Day immediately following each Settlement Date, Cash Settlement Payment Date, “Settlement Date” and “Cash Settlement Payment Date” (or, if later, the date on which Counterparty delivers Shares to Barclays in respect of such date), as applicable, the Base Amount shall be reduced by the number of Designated Shares for such date.

(f) Except with the prior written consent of Barclays, Counterparty will not, will cause its subsidiaries not to and will use its commercially reasonable efforts to cause its other “affiliated purchasers” (as defined by Rule 10b-18 under the Exchange Act (“Rule 10b-18”) not to, at any time during any Unwind Period, (i) effect any Rule

10b-18 purchases (as defined under Rule 10b-18(a)(13)) or (ii) take any other action (including, without limitation, any direct purchases by Counterparty or any of its “affiliated purchasers” (as defined under Rule 10b-18) or any purchases by a party to a derivative transaction with Counterparty or any of its “affiliated purchasers” (as defined under Rule 10b-18)), whether under an agreement with another party or otherwise, that would cause any purchases of Shares by Barclays or any of its affiliates during any Unwind Period in connection with the Transaction not to meet the requirements of the safe harbor provided by Rule 10b-18 (determined as if as if Barclays were Counterparty or an “affiliated purchaser” (as defined in Rule 10b-18) of Counterparty and such rule were applicable to such purchases).

(g) Counterparty will not permit any “restricted period” (as such term is defined in Regulation M promulgated under the Exchange Act (“Regulation M”)) in respect of Shares or any security with respect to which the Shares are a “reference security” (as such term is defined in Regulation M) to occur at any time during any Unwind Period.

(as defined in Rule 165(f) under the Securities Act) of any Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange; (ii) promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Barclays following any such announcement that such announcement has been made; (iii) promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Barclays with written notice specifying (A) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the Announcement Date that were not effected through Barclays or its affiliates, if any, and (B) the number of Shares, if any, purchased pursuant to the proviso in Rule

10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the Announcement Date. Such written notice shall be deemed to be a certification by Counterparty to Barclays that such information is true and correct. In addition, Counterparty shall promptly notify Barclays of the earlier to occur of the completion of such transaction and the completion of the vote by target

shareholders. Counterparty acknowledges that any such notice may result in a Regulatory Disruption or may affect the length of any ongoing Unwind Period; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 11(c) of this Confirmation. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization, other than, for the avoidance of doubt, any such transaction in which the consideration is solely cash and there is no valuation period, all as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

Commodity Exchange Act, as amended).

(j) Counterparty is not entering into the Transaction, and will not elect Cash Settlement or Net Share Settlement, to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) in violation of the Exchange Act or any other applicable securities laws or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) in violation of the Exchange Act or any other applicable securities laws.

(k) Counterparty (i) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (iii) has total assets of at least

$50 million as of the date hereof.

(l) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Barclays is not making any representations or warranties with respect to the treatment of the Transaction, including without limitation ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, FASB Statements 128, 133, as amended, 149 or 150, ASC Topic 480, Distinguishing Liabilities from Equity, ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under the Financial Accounting Standards Board’s Liabilities & Equity Project.

(n) No state or local law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Barclays or its affiliates owning or holding (however defined) Shares (determined after giving effect to Section 18(ii) and (iii)).

(o) Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(p) Counterparty understands, agrees and acknowledges that no obligations of Barclays to it hereunder shall be entitled to the benefit of deposit insurance and that such obligations shall not be guaranteed by any affiliate of Barclays or any governmental agency.

365(c)(2) of the Bankruptcy Code and that, upon any Insolvency Filing or the occurrence of any event of the type described in Section 5(a)(vii) of the Agreement or the commencement of any other proceeding under the Bankruptcy Code (as defined below) in respect of the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in

respect of any breach of representation or covenant by a party under this Confirmation prior

to the date of such Insolvency Filing, the occurrence of such event or the commencement of such other proceeding, as the case may be).

Dividend is paid by the Issuer to holders of record of the Shares and (ii) the Maturity Date an amount, as determined by the Calculation Agent, in cash equal to the product of (a) per Share amount of such Extraordinary Dividend, and (b) the Remaining Amount on such ex-dividend date. “Extraordinary Dividend” means any cash dividend or distribution declared by the Issuer with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary” dividend. “Remaining Amount” means, at any time, the sum of (i) the number of Undesignated Shares as of such time, (ii)(A) if any, the number of Designated Shares for any Designated Date occurring prior to such time for which the related Unwind Period has not been completed at such time minus (B) the number of Unwound Shares for such Unwind Period at such time and (iii) if Net Share Settlement Number as of such time is (A) a positive number and (B) has not been delivered by Counterparty to Barclays pursuant to “Net Share Settlement” above, such Net Share Settlement Number.

(a) Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, at any time following the occurrence of an Acceleration Event, Barclays (or, in the case of an Acceleration Event that is an Event of Default or a Termination Event, the party that would be entitled to designate an Early Termination Date in respect of such event pursuant to Section 6 of the Agreement), upon at least one Scheduled Trading Day’s notice, shall have the

(b) If the Early Valuation Date occurs on a date that is not during an Unwind Period, then the Early Valuation Date shall be deemed to be a Designated Date for a Physical Settlement, and the number of Designated Shares for such Designated Date shall be the number of Undesignated Shares on the Early Valuation Date; provided that in the case of an Acceleration Event of the type described in paragraph (e)(iv) below, the number of Designated Shares for such Designated Date shall be only such number of Designated Shares necessary so that such Acceleration Event shall no longer exist after such Physical Settlement, as determined by the Calculation Agent.

(c) If the Early Valuation Date occurs during an Unwind Period, then (i) (A) the Early Valuation Date shall be deemed to be the last Unwind Date (regardless of whether Barclays or its affiliates shall have finished unwinding Barclays’ Hedge Positions in respect of the related Designated Date), (B) a settlement shall occur in respect of such Unwind Period, and the settlement method elected by Counterparty in respect of such settlement shall apply, and (C) the number of Designated Shares for such settlement shall be deemed to be the number of Unwound Shares for such Unwind Period on the Early Valuation Date, and (ii) (A) the Early Valuation Date shall be deemed to be an additional Designated Date for a Physical Settlement and (B) the number of Designated Shares for such additional Designated Date shall be the Remaining Amount (determined without regard to clause (iii) of the definition thereof) on the Early Valuation Date; provided that in the case of an Acceleration Event of the type described in paragraph (e)(iv) below, the number of Designated Shares for such additional Designated Date shall be only such number of Designated Shares necessary so that such Acceleration Event shall no longer exist after such Physical Settlement, as determined by the Calculation Agent.

(d) Notwithstanding the foregoing, in the case of an Early Valuation Date that occurs due to an announcement of a Nationalization or a Merger Event, if at the time of the related Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, such cash, other property or right shall be deliverable instead of such Shares.

(ii) the occurrence of an Announcement Date in respect of a Merger Event, a Nationalization or a Delisting (upon the occurrence of which the provisions set forth in clauses (a) through (d) above shall apply in lieu of Article 12 of the Equity Definitions);

distribution on the Shares with an ex-dividend date occurring on any day following the Trade Date other than (x) any Extraordinary Dividend, (y) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions or (z) any cash dividend for which the ex-dividend date occurs on or after a Forward Price Reduction Date (but prior to the next following Forward Price Reduction Date) that is paid to holders of Shares in an amount less than or equal to the Forward Price Reduction Amount for such Forward Price Reduction Date;

10. Private Placement Procedures: If either Barclays or Counterparty determines in good faith that the Shares that Counterparty delivers to Barclays on a Settlement Date will bear a restrictive legend or that such Shares will not be deposited in, or the delivery thereof will not be effected through the facilities of, the Clearance System, because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Barclays otherwise determines that in its reasonable opinion based on advice of counsel any Shares to be delivered to Barclays by Counterparty hereunder may not be freely returned by Barclays

or its affiliates to securities lenders as contemplated by Section 6 of this Confirmation, then delivery of any such Shares (the “Restricted Shares”) shall be effected pursuant to Annex A hereto, unless waived by Barclays.

modification, waiver or termination of the Transaction during any Unwind Period must be effected in accordance with the requirements for the amendment or termination of a contract, instruction or plan under Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of, or be made on the basis of, any material non-public information regarding Counterparty or the Shares. “Barclays Permitted Contacts” means each of David Levin, Paul Robinson, Jaime Cohen, Anthony Ballesteros, Mustafa Saadi, Matt Danton, Anna Shearer, Eric Wang, and such other employees of Barclays (or its agents or affiliates) as notified to Counterparty from time to time.

12. Capped Number of Shares: Notwithstanding any other provision of the Agreement or this Confirmation, in no event will Counterparty be required to deliver in the aggregate in respect of all Settlement Dates or other dates on which Shares are delivered in respect of any amount owed under this Agreement a number of Shares greater than the Capped Number. Counterparty represents and warrants to Barclays (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the Capped Number is equal to or less than the number of authorized but unissued Shares that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped Number (such Shares, the “Available Shares”). Counterparty shall not enter into any transaction, or take any other action, that would result in the aggregate number of Shares deliverable by Counterparty

hereunder (with such number of Shares determined prior to giving effect to this Section 12 and assuming Physical Settlement were applicable to all Designated Shares (or deemed Designated Shares pursuant to Section 9) hereunder) in respect of the Transaction being a number of Shares greater than the Capped Number (it being understood that this sentence is not intended to restrict Counterparty’s ability to effect a Private Placement Settlement in the circumstances contemplated by this Confirmation).

(a) Notwithstanding any provision of the Agreement to the contrary, Barclays may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of Barclays under the Transaction, in whole or part, to an affiliate of Barclays whose obligations hereunder and under the Agreement are guaranteed by Barclays so long as (a) Counterparty will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Counterparty would have been required to pay Barclays in the absence of such assignment or transfer; (b) Counterparty will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Barclays would have been required to so withhold or deduct in the absence of such assignment or transfer; and (c) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer.

(c) Counterparty may not transfer or assign any of its rights or obligations under the Transaction, this Confirmation or the Agreement without the prior written consent of Barclays.

14. Indemnity: Counterparty agrees to indemnify Barclays and its affiliates and their respective directors, officers, agents and controlling parties (Barclays and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Counterparty in this Confirmation or the Agreement. In addition, Counterparty will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and reasonable expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom (whether or not such Indemnified Party is a party thereto) at the time, and only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from a breach of a covenant or representation made by Counterparty in this Confirmation or the Agreement. For the avoidance of doubt, Counterparty will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from Barclays’ negligence, fraud, bad faith and/or willful misconduct or a breach of any representation or covenant of Barclays contained in this Confirmation or the Agreement.

(a) Notwithstanding any provision of the Agreement or any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral.

(b) If on any date any Shares would otherwise be deliverable under the Transaction by Counterparty to Barclays and by Barclays to Counterparty, then, on such date, each party’s obligations to make delivery of such Shares will be automatically satisfied and discharged and, if the aggregate number of Shares that would otherwise have been deliverable by one party exceeds the aggregate number of Shares that would have otherwise been deliverable by the other party, replaced by an obligation upon the party by whom the larger aggregate number of Shares would have been deliverable to deliver to the other party the excess of the larger aggregate number over the smaller aggregate number.

(c) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (or any affiliate of Y) (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (or any affiliate of Y) owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 15.

15 shall be effective to create a charge or other security interest. This Section 15 shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

(e) Notwithstanding anything to the contrary in the foregoing, Barclays agrees not to set off or net amounts due from Counterparty with respect to the Transaction against amounts due from Barclays (or its affiliate) to Counterparty with respect to contracts or instruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Barclays rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty’s bankruptcy.

16. Delivery of Cash: For the avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Counterparty to deliver cash in respect of the settlement of the Transaction, except (i) as set forth under Section 8 above or (ii) in circumstances where the cash settlement thereof is within Counterparty’s control (including, without limitation, where

Counterparty so elects to deliver cash or fails timely to deliver Shares in respect of such settlement). For the avoidance of doubt, the preceding sentence shall not be construed as limiting any damages that may be payable by Counterparty as a result of a breach of or an indemnity under this Confirmation or the Agreement.

17. Status of Claims in Bankruptcy: Barclays acknowledges and agrees that this Confirmation is not intended to convey to Barclays rights with respect to the transactions contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Barclays’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the Agreement; and provided further that nothing herein shall limit or shall be deemed to limit Barclays’s rights in respect of any transaction other than the Transaction.

18. Limit on Beneficial Ownership: Notwithstanding anything to the contrary in the Agreement or this Confirmation, (a) in no event shall Barclays be entitled to receive, or be deemed to receive, Shares to the extent that, upon such receipt of such Shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Barclays, any of its affiliates’ business units subject to aggregation with Barclays for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Barclays with respect to “beneficial ownership” of any Shares (collectively, “Barclays Group”) would be equal to or greater than 8.5% of the outstanding Shares, (ii) Barclays (including any person subject to aggregation of Shares with Barclays) would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership under the Volume 17 of the Oregon Revised Statutes in excess of a number of Shares equal to 4.9% of the outstanding Shares, (iii) Barclays (including any person subject to aggregation of Shares with Barclays) would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership under the Federal Power Act in excess of a number of Shares equal to 9.9% of the outstanding Shares or (iv) Barclays, Barclays Group

or any person whose ownership position would be aggregated with that of Barclays or Barclays Group (Barclays, Barclays Group or any such person, a “Barclays Person”) under Sections 60.825, 830 or 835 of the Oregon Business Corporation Act, any state or federal bank holding company or banking laws, other federal, state or local laws, regulations or regulatory orders or organizational documents or contracts of Counterparty, in each case, applicable to ownership of Shares (“Applicable Restrictions”), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (x) the lesser of (A) the maximum number of Share that would be permitted under Applicable Restrictions and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator, such as a state or federal banking regulator) of a Barclays Person under Applicable Restrictions and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (such condition described in clauses (ii), (iii) or (iv), an “Excess Regulatory Ownership Position”) and (b) Barclays shall not have the “right to acquire” (within the meaning of The New York Stock Exchange Rule 312.04(g)) Shares hereunder (whether in connection with the purchase of Shares on any Settlement Date or any Early Termination Date, any Private Placement

Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, the Barclays Group would directly or indirectly beneficially own for such purposes in excess of 3,708,270 Shares (the “Exchange Limit”). If any delivery owed to Barclays hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Barclays gives notice to Counterparty that such delivery would not result in (x) Barclays Group directly or indirectly so beneficially owning in excess of 8.5% of the outstanding Shares, (y) the occurrence of an Excess Regulatory Ownership Position or (z) Barclays Group directly or indirectly beneficially owning (within the meaning referred to in clause (b) above) Shares in excess of the Exchange Limit.

(a) The parties intend for this Confirmation to constitute a “Contract” as described in the letter dated October 6, 2003 submitted on behalf of GS&Co. to Paula Dubberly of the staff of the Securities and Exchange Commission (the “Staff”) to which the Staff responded in an interpretive letter dated October 9, 2003.

20. Unwind Period. With respect to all purchases of Shares (the “Unwind Period Purchases”) made by Barclays or its affiliates in connection with the Transaction during any Unwind Period, Barclays agrees to, and shall cause such affiliates to, use reasonable efforts to make all such Unwind Period Purchases in a manner that Barclays reasonably believes (assuming compliance by Counterparty with its representations, warranties and covenants herein) would comply with the limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18, as if Barclays were Counterparty or an “affiliated purchaser” (as such term is defined in Rule 10b-18) of Counterparty and such rule were applicable to such purchases and taking into account any applicable Securities and Exchange Commission no-action letters as appropriate, and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond Barclays’ control or the control of such affiliates. Subject to the immediately preceding sentence, with respect to any Unwind

Period, Barclays agrees to use commercially reasonable efforts to purchase, on each Exchange Business Day during such Unwind Period during which no Market Disruption Event has occurred or is continuing (but excluding any Exchange Business Day on or after the occurrence of an Acceleration Event in respect of which Barclays has designated the Early Valuation Date), a number of Shares in connection with the Transaction equal to or greater than 10.0% of the average daily trading volume for the Shares on the Exchange during the four calendar weeks preceding the week during which such Exchange Business Day occurs, as determined by the Calculation Agent.

21. Certain Notices: On or prior to the date one calendar month immediately following the Effective Date and on or prior to each date recurring one calendar month thereafter (or, if such date is not a Scheduled Trading Day, the immediately following Scheduled Trading Day), Barclays agrees to communicate to Counterparty, either by phone call or email, an update on the borrow market with respect to the Shares, including an estimate of the available stock borrow.

23. Waiver of Right to Trial by Jury: EACH OF COUNTERPARTY AND BARCLAYS HEREBY IRREVOCABLY WAIVES (ON SUCH PARTY’S OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF SUCH PARTY’S STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS CONFIRMATION OR THE ACTIONS OF COUNTERPARTY, BARCLAYS OR THEIR AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

24. Jurisdiction: THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

25. Severability: If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to this Agreement; provided that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section

proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure.

Barclays Bank PLC

5 The North Colonnade

Telephone: +44 (20) 777 36810

c/o Barclays Capital Inc.

as Agent for Barclays Bank PLC

745 Seventh Ave

New York, NY 10019

Telephone: +1 ###-###-####

[ ˜ ], 20[ ˜ ]

Subject: Issuer Forward Transaction

Dear Sirs/Madams,

Reference is made to (i) the Confirmation (as amended or supplemented from time to time, the “Confirmation”), dated as of June 11, 2013 between Barclays Bank PLC (“Barclays”), through its agent Barclays Capital Inc. (the “Agent”), and Portland General Electric Company, an Oregon corporation (“Counterparty”), in respect of that certain issuer forward transaction (the “Transaction”) and (ii) the provisions opposite the caption[s] “Designated Valuation” [and “Settlement Method Election”] 1 in the Confirmation and the provisions of Section 7.1 of the Equity Definitions.

Capitalized terms used and not otherwise defined in this notice shall have the meanings given to them in the

Confirmation.

[In accordance with the Settlement Method Election provisions of the Confirmation specified above, Counterparty, in its capacity as the Electing Party under the Transaction, hereby notifies Barclays of its irrevocable election that, with respect to the Designated Shares specified in clause (ii) above, the Transaction shall be settled by [Cash Settlement] / [Net Share Settlement] pursuant to the provisions therefor under the Confirmation.

In addition, Counterparty hereby represents and warrants that, as of the date hereof:

(A) It is not aware of, and is not electing [Cash Settlement] / [Net Share Settlement] on the basis of, any material nonpublic information concerning itself or the Shares; and

(B) It is electing the settlement method and designating the related Designated Date in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 or any other provision of the federal securities laws.

For the avoidance of doubt, and without limiting the generality of the foregoing, Counterparty represents and warrants in particular that in entering into the Transaction and the Confirmation, as supplemented by this notice, it has complied with all applicable requirements of Rule 10b5-1, as described in Section 11 of the Confirmation.] 2

[Counterparty acknowledges that the Default Settlement Method will apply in respect of the Designated Shares.] 3

Nothing in this notice shall be construed as a waiver of any rights Counterparty may have under or with respect to the Transaction or the Confirmation. This notice shall be governed by, and construed in accordance with, the laws of the State of New York.

Yours faithfully,

(i) If Counterparty delivers Restricted Shares pursuant to this Annex A (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with customary private placement procedures for issuers with a market capitalization comparable to Counterparty with respect to such Restricted Shares reasonably acceptable to Barclays. Counterparty shall not take, or cause to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the sale by Counterparty to Barclays (or any affiliate designated by Barclays) of the Restricted Shares or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Barclays (or any such affiliate of Barclays). As of or prior to the date of delivery, Barclays and any potential purchaser of any such Restricted Shares from Barclays (or any affiliate of Barclays designated by Barclays) identified by Barclays shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities for issuers with a market capitalization comparable to Counterparty. As of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Barclays (or any affiliate of Barclays designated by Barclays) in connection with the private placement of such Restricted Shares by Counterparty to Barclays (or any such affiliate) and the private resale of such Restricted Shares by Barclays (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities for issuers with a market capitalization comparable to Counterparty , in form and substance commercially reasonably satisfactory to Barclays, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Barclays and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all fees and expenses in connection with such resale, including all reasonable fees and expenses of counsel for Barclays, and shall contain representations, warranties, covenants and agreements of Counterparty customary for issuers with a market capitalization comparable to Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales. In connection with the private placement of such Restricted Shares by Counterparty to Barclays (or any such affiliate) and the private resale of such Restricted Shares by Barclays (or any such affiliate), Counterparty shall, if so requested by Barclays, prepare, in cooperation with Barclays, a private placement memorandum customary for issuers with a market capitalization comparable to Counterparty in form and substance reasonably satisfactory to Barclays. In the case of a Private Placement Settlement, Barclays shall, in its good faith discretion and subject to Section 12 of this Confirmation, adjust the amount of Restricted Shares to be delivered to Barclays hereunder and/or the applicable Daily Forward Price(s) in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Barclays and may only be saleable by Barclays at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Barclays to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the Settlement Date.

(ii) If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (i) such Shares may be transferred by and among Barclays and its affiliates and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after the applicable Settlement Date, Counterparty shall (so long as Barclays or any such affiliate is not an “affiliate” of Counterparty within the meaning of Rule 144 under the Securities Act) promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares

upon delivery by Barclays (or such affiliate of Barclays) to Counterparty or such transfer agent of seller's and broker's representation letters customarily delivered by Barclays or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Barclays (or such affiliate ofBarclays).