Portland General Electric Code of Business Ethics and Conduct · 1 If you have any questions about...

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Code of Business Ethics and ConductPortland General Electric

121 S.W. Salmon Street • Portland, Oregon 97204PortlandGeneral.com

February 2008

Printed on recycled paper. Please recycle.

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A message from Peggy

Dear Directors, Officers and Employees:

Our customers, co-workers, governmental agencies and vendors depend on us to follow the highest standards in serving our customers and conducting our business. We value the trust they have placed in us and take very seriously our responsibility to constantly demonstrate that their faith in our people and our organization is well placed.

That’s why it’s so important that each of us takes time to occasionally review our Code of Business Ethics and Conduct. It allows us an opportunity to learn about new policies and requirements, identify changes to some of our existing practices and remind ourselves that this is a company dedicated to doing things right the first time.

Our Code of Business Ethics and Conduct, which has been reviewed and approved by the PGE Board of Directors, is designed to illustrate appropriate behavior, underscore the specific legal requirements of our business conduct and help us protect one of our most valuable assets — our Company’s reputation.

Some of the information may seem obvious and logical or may not be new to you. But the laws, regulations and standards designed to govern our business are becoming increasingly complex. This guide has been updated to reflect changes to those laws. We also made changes based on feedback we’ve received from many of you who told us that some sections of the previous edition were vague, unclear or didn’t address the types of situations you deal with on a day-to-day basis. As before, we’ve also made sure that this updated information is available on the PGE intranet for easy reference.

It’s important to note that this document is intended as a guide — no publication of this kind could ever anticipate every situation or circumstance that might arise. That’s why it’s so important that each of us follows both the letter and the spirit of this Code. If you ever find yourself unsure about the right thing to do, you can always find additional guidance by contacting a member of our Ethics & Compliance team at (503) 464-7091. I want to take this opportunity to thank those of you who have done just that. It makes me proud to know that ours is a culture where people don’t hesitate to raise a hand and ask questions, even in those rare instances when doing so may feel awkward or uncomfortable.

I want to thank you for taking your commitment to these principles seriously, and for all that you do to ensure that PGE remains a Company that we can all take pride in.

Sincerely, Peggy Y. Fowler CEO and President

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Table of Contents

Introduction to the Code of Business Ethics and Conduct................................................1

Constantly Considering Ethics

PGE Guiding Behaviors.....................................................................................................2

Reporting Violations...........................................................................................................3

Investigations of Suspected ViolationsDiscipline for Violations

Fairness in the Workplace.................................................................................................4

Equal Employment OpportunityNepotism/RelativesSexual HarassmentOther Harassment

Compliance with Laws and Fair Dealing............................................................................6

Federal Energy Regulatory CommissionOregon Public Utility CommissionAntitrust LawsFair Dealing/Relationships with Customers and SuppliersPolitical ActivitiesSecurities Laws and Insider Trading

Conflicts and Corporate Opportunities.............................................................................10

Conflicts of InterestCorporate OpportunitiesGifts and Business Entertainment

Protection and Proper Use of Company Assets..............................................................13

Accurate Company RecordsDocument and Record RetentionUse of Company ResourcesReporting a Personal Investigation

Proprietary Information....................................................................................................16

Gathering Information about Other BusinessesConfidential Information and Trade SecretsTrademarks, Copyrights and Other Intellectual Property

Responding to Inquiries from the Press and Others........................................................18

Environment, Safety and Health......................................................................................18

Environmental RegulationsSafety and Health

Why Affirmaton to the Code is Required.........................................................................19

Waivers and Additional Information.................................................................................20

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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,

please refer to page 3 of this document.

Introduction to the Code of Business Ethics and Conduct

This Code of Business Ethics and Conduct (Code of Ethics), which has been approved by the Board of Directors, expresses the principles, policies and practices every director, officer and employee of Portland General Electric Company and its subsidiaries (PGE or the Company) should use when conducting the Company’s business. It is not intended as an exhaustive list of the activities or practices that could affect the reputation and goodwill of PGE’s business. All employees are expected to be aware of and follow the Guiding Behaviors, Corporate Policies, and individual departments’ policies and practices. Most of all, your good judgment and discretion are essential in determining appropriate conduct for a particular situation.

Constantly Considering Ethics

Ethical conflicts rarely come in the clear-cut and

obvious examples that lend themselves to a code.

Your job will be to question any ethical decisions

that are not addressed in this Code of Ethics or that

are not clear. As an employee of PGE, it is your

responsibility to identify and resolve such ethical

concerns. It is far better to engage ethical issues

before they become problems than to leave the

issues for another day. Discuss your concern with

your supervisor or others in your management area

first. If you are unable or unwilling to discuss your

concerns with management, or believe management

has not addressed your previous concerns, you may

contact the Ethics and Compliance Department

or the Corporate Compliance Officer or use the

EthicsPoint Hotline, 1-866-384-4277.

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PGE Guiding Behaviors

The PGE Guiding Behaviors are a set of values

and perspectives that employees use to approach

everyday decisions and guide their behavior in the

workplace. By actively engaging with these values,

we can generate a Company-wide culture of ethical

clarity and integrity. As a PGE employee, you

should make a conscious effort to integrate these

Guiding Behaviors into your workplace values, and

should measure your decisions and behavior against

these common ideals.

Be Accountable Dignify People Make the Right Thing Happen Positive Attitude Team Behavior Earn Trust


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Reporting Violations

This Code of Ethics and the business policies,

principles and practices outlined in it are critical

to PGE operations. No PGE director, officer

or employee should tolerate violations of these

standards.

You are responsible for reporting any violation,

including situations or matters that may be

considered unethical or a conflict of interest and

to cooperate fully with any investigation, whether

conducted by the Company or by an external law

enforcement or regulatory agency.

No one who, in good faith, reports a suspected

violation will be subject to discipline or

retaliation for making the report.

You are strongly encouraged to report any suspected

violations through your normal management channel

as your management may be most knowledgeable

about how best to address the situation. If you are

uncomfortable with that process, or believe your

previous concerns have not been addressed, you

have the following options:

Call the EthicsPoint Hotline, 1-866-384-4277 •

File an EthicsPoint Hotline Concern: by visiting•

www.ethicspoint.com

Contact the Ethics and Compliance Manager at •

503-464-7091

Contact the Corporate Compliance Officer at •

503-464-8860

Communications will remain confidential to the

extent reasonably possible. Anonymous reports may

be made to the EthicsPoint Hotline or by submitting

an anonymous report to any of the individuals listed

above.

Investigations of Suspected Violations

PGE will promptly investigate all reported

violations with confidentiality to the extent

reasonably possible. It is imperative that reporting

persons not conduct their own preliminary

investigations unless such an investigation is part

of their employment duties (e.g. employees in

security or internal audit). Investigations of alleged

violations may involve complex legal issues, and

acting on your own may compromise the integrity of

an investigation and adversely affect both you and

the Company.

Discipline for Violations

The Company intends to use every reasonable

effort to prevent the occurrence of conduct not in

compliance with this Code of Ethics and halt any

such conduct that may occur as soon as reasonably

possible after its discovery. Subject to applicable

law and agreements, Company personnel who

violate this Code of Ethics may be subject to

disciplinary action, up to and including termination.


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Fairness in the Workplace

PGE strictly prohibits all forms of

discrimination and harassment in the

workplace. If you believe you have been

subjected to harassment of any kind, you

should promptly report the incident to your

supervisor, the harasser’s supervisor or the

Corporate Compliance Officer. Complaints

of harassment, abuse or discrimination will

be investigated promptly and thoroughly

and will be kept confidential to the extent

possible. No employee may retaliate

against any individual for reporting,

in good faith, a claim of discrimination

or harassment or for cooperating in an

investigation. Similarly, the Company will

not tolerate any violence in the workplace

or in any work-related setting. Any

employee who is found to be responsible

for discrimination, harassment or violence

will be subject to disciplinary action, up to

and including termination.

Equal Employment Opportunity

PGE is an Equal Employment Opportunity

employer. PGE will not discriminate against

any individual on the basis of race, color, age,

religion, sex, national origin, citizenship, mental

or physical handicap or disability, marital status,

sexual orientation, gender identity, veteran status

or any other basis prohibited by law. This policy

covers all aspects of the employment relationship

including recruitment, hiring, advancement, training,

retirement and compensation administration. This

policy also applies to the management of employee

benefit plan policies and all other conditions of

employment.

Nepotism/Relatives

Nepotism is favoritism shown to a relative, domestic

partner or spouse based on the relationship.

Relatives, domestic partners and spouses will not

be treated differently from other applicants for

employment. However, the employment process

requires stricter scrutiny whenever an employee

might be involved in a workplace decision involving

a relative, domestic partner or spouse. A relative

may not enter or stay in a position which creates

a conflict of interest or exercises supervisory,

appointment, promotional or grievance authority

over another relative, spouse or domestic partner.

Sexual Harassment

Sexual harassment consists of unwelcome sexual

advances, requests for sexual favors and other

verbal or physical conduct of a sexual nature when:

submission to such conduct is made a term or

condition of employment; submission to or rejection

of such conduct is used as a basis for employment


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decisions; or such conduct has the effect of

unreasonably interfering with an individual’s work

performance or creating an intimidating, offensive

or hostile work environment.

Forms of sexual harassment include, but are not

limited to: verbal harassment, such as unwelcome

comments, jokes or slurs of a sexual nature; physical

harassment, such as unnecessary or offensive

touching or impeding or blocking movement; and

visual harassment, such as offensive posters, cards,

cartoons, graffiti, drawings or gestures.

Other Forms of Harassment

Harassment on the basis of other characteristics is

also strictly prohibited. Such harassment is verbal or

physical conduct that degrades or shows hostility or

hatred toward an individual.

Harassment includes any behavior that has the

purpose or effect of creating an intimidating, hostile

or offensive work environment. It is also harassment

to interfere with an individual’s work performance

or otherwise adversely affect an individual’s

employment.

Harassing conduct includes, but is not limited to:

using derogatory nicknames or slurs; negative

stereotyping; and behaving in a threatening or

intimidating way. Displaying written or graphic

material that ridicules or shows hostility or aversion to

an individual or group and that is posted on Company

premises or circulated in the workplace will not be

tolerated.


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Compliance with Laws and Fair Dealing

PGE is committed to fully complying with

state and federal laws, rules and regulations

applicable to its activities. More broadly,

you must deal fairly with all customers,

suppliers, regulators and competitors.

Federal Energy Regulatory Commission

The Federal Energy Regulatory Commission

(FERC) has adopted Standards of Conduct

(Standards) that gas and electric transmission

providers, including PGE, must follow. The core

principle of these Standards is that a transmission

provider must not discriminate in the way it

treats transmission customers. A transmission

provider cannot operate its transmission system to

give a preference to its marketing and sales unit

or its energy affiliates. The Standards prohibit

transmission function officers and employees from

sharing transmission information with officers

and employees of marketing and sales units and

affiliates except through official Internet Web sites

(Op en Access Same Time Information System

[OASIS] and the Natural Gas Transportation Web

sites). Similarly, the Standards prohibit marketing

and sales and energy affiliate officers and employees

from obtaining transmission information other than

from official Internet Web sites.

Oregon Public Utility Commission

The Oregon Public Utility Commission (OPUC)

regulates all aspects of PGE’s provision of retail

electricity services, including the rates, terms and

conditions of service and access to distribution

services by electricity service suppliers. PGE may

not charge any rates for retail regulated services

that are not approved by the OPUC and may not

discriminate among similarly situated customers.

FERC has three classifications of employees under the FERC Standards of Conduct: transmission function employees; marketing and sales employees; and shared employees. Transmission function employees may not share any nonpublic transmission information with marketing and sales employees, so transmission employees must limit their interactions with marketing and sales employees. Shared employees may interact with employees in both categories, but this requires constant vigilance in order to avoid disclosing nonpublic transmission information to marketing and sales employees. You can determine someone’s FERC classification by the color of his/her PGE employee badge (yellow for transmission, green for marketing and sales, and blue for shared) or by looking him/her up in the PGE employee directory. As always, any doubts about FERC compliance should be aired to ensure compliance. Feel free to ask your manager, the FERC Compliance Manager or the Corporate Compliance Officer for further information about any aspect of FERC regulations.

Constantly Considering: FERC Basics


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Antitrust Laws

PGE is committed to conducting its business

in compliance with the letter and spirit of all

applicable antitrust laws and other laws that protect

competition. The antitrust laws can be complex, and

it is impossible to describe them fully in any code of

ethics. In general, antitrust laws prohibit agreements

among competitors on matters such as prices, terms

of sale and allocations of markets or customers.

Unlawful agreements need not take the form of

a written contract or even express commitments

or mutual assurances. Courts can — and do —

infer agreements based on “loose talk,” informal

discussions or the mere exchange between

competitors of information from which pricing or

other collusion could result. You should take care to

avoid involving yourself in such situations.

Fair Dealing/Relationships with

Customers and Suppliers

The Company depends on its reputation, and the

way we deal with our customers, suppliers and

competitors molds that reputation. You must deal

fairly with PGE’s customers, suppliers, competitors

and employees. You may not take unfair advantage

of anyone through manipulation, concealment,

abuse of privileged information, misrepresentation

of material facts or any other unfair-dealing practice.

Political Activities

Corporate political activities are governed by

federal, state and local laws and regulations that

limit expenditures and require record keeping and

public disclosure. The vice president of Public

Policy must approve, in advance and in writing,

any corporate contributions to political parties

or candidates, lobbying of legislators or public

officials and other political activities on behalf of

the Company.

Contributions: PGE may establish and maintain

political action committees (PAC), as permitted

under applicable law, and certain eligible employees

may give to a PGE-established PAC. Your

participation in any PGE PAC is strictly voluntary

and you have the right to refuse to contribute

without reprisal.

The Company is prohibited from contributing to

federal candidates for office or federal political

parties. Your work time and your use of Company

resources and equipment may be considered the

equivalent of a contribution by the Company.

Therefore, the Company will not pay employees for

time spent campaigning or fundraising for a federal

political candidate or party. If a manager or

co-worker asks you to contribute to a federal

candidate using Company resources — including

your work time or work phone — politely refuse

and refer the person to this section of the Code of

Business Ethics and Conduct.

You may not use Company resources for the

purpose of campaigning or fundraising unless such

use is permitted under applicable law and approved

in writing in advance by the vice president of

Public Policy. The Company will not compensate

or reimburse you, in any form, for a political

contribution that you intend to make or have made.

Lobbying: Federal and state laws may require

registration and reporting by anyone who engages


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Securities Laws and Insider Trading

Securities laws prohibit the making of untrue or

misleading statements of material fact in any filings

with the Securities and Exchange Commission

(SEC) or other publicly provided information.

The personal and corporate consequences to you

of illegally trading securities while in possession

of material, nonpublic information can be quite

severe, as outlined in PGE’s Insider Trading Policy.

You should consult with the Corporate Compliance

Officer if you have any questions concerning insider

trading.

You are prohibited by Company policy and

the law from buying or selling securities of the

Company at a time when you possess material

nonpublic information. Material information is

any information, either positive or negative, that

a reasonable investor would consider important

in a decision to buy, hold or sell securities (stock,

bonds or notes) or any information which could

reasonably be expected to affect the price of the

securities. Information may be material even if it

relates to future, speculative or contingent events

and even if it is significant only when considered

in combination with publicly available information.

If you are considering buying or selling a security

because of information you possess, you should

assume such information is material. Information

remains nonpublic until it has been circulated

in a manner that makes it available to investors

generally. This is typically satisfied by a news

release or the filing of reports with the SEC and

the passage of sufficient time for the information to

be absorbed by the market (typically two business

days).

in a lobbying activity on behalf of PGE. Generally,

lobbying includes:

(1) communicating with any member or employee of

a legislative branch of government for the purpose

of influencing legislation; (2) communicating with

certain government officials for the purpose of

influencing government action; or (3) engaging in

research or other activities to support or prepare for

such communication.

So that the Company may comply with lobbying

laws, you must notify the vice president of Public

Policy before you, or any consultant or other person

you have retained, engages in any activity on behalf

of the Company that might be considered lobbying

as described above.

PGE employees may be authorized to use Company vehicles for a personal commute when authorized by a RC manager and an officer. But sometimes the line between personal and business use becomes blurred, and employees can forget that the vehicle remains PGE property. If you put a bumper sticker on a Company-owned vehicle, it may appear that PGE itself is endorsing the position expressed in that sticker. Since PGE must be careful about its public message and influence on the government, a simple bumper sticker could compromise PGE’s policy and integrity. Stickers or signs that ridicule or show hostility or aversion are emphatically prohibited, but even relatively uncontroversial sentiments can cause public relations problems. If you use a Company vehicle, make sure you do not put any unauthorized stickers or signs on it.

Constantly Considering: Bumper Stickers


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Buying or selling securities while in possession

of material nonpublic information — known

as insider trading — is illegal. Passing such

information to someone who may buy or sell

securities — known as tipping — is also illegal.

The prohibition applies to Company securities and

securities of other companies if you learn material

nonpublic information about the other companies

in the course of your duties for PGE. The same

restrictions apply to your family members, others

living in your household and friends.

Violation of these laws can result in extensive civil

and criminal sanctions including substantial fines

and imprisonment for you and fines to PGE for the

actions of employees. Anyone who violates these

laws is subject to discipline, up to and including

termination. Additional restrictions and reporting

requirements may apply to officers and directors.

Constantly Considering: Insider Trading

Insider trading occurs when an employee uses his or her access to material, nonpublic information to buy or sell securities at an unfair advantage over other investors. If you, as an employee, learn of unannounced financial information, you cannot use this information to buy or sell stock. Examples of material information include unannounced dividends, earnings or financial results; projections of future earnings or losses; major organizational changes; and unannounced regulatory or legislative actions. However, the foregoing list is not exhaustive. Material information can also include practical knowledge about the transmission or production network. For example, problems requiring significant downtime at a power plant or significant damage to transmission lines may constitute material information. All PGE employees, not just PGE executives or employees in finance and accounting, could possess material nonpublic information. If you plan to trade in PGE securities, always ask yourself if you are in possession of any information that is nonpublic and material. If so, you should not make the trade or reveal the information to family, friends, media or anyone else who might buy or sell PGE securities based on such information.


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Conflicts and Corporate Opportunities

As PGE employees, we have an obligation

to further the interests of the Company

before our own. This obligation requires

that you identify any potential conflicts

of interest, notify PGE of any relevant

corporate opportunities and prevent

personal gifts from influencing your

business decisions. In any situation where

you are unsure if your actions might be

an unethical use of Company assets, ask

yourself if you would be comfortable with

your decisions being featured as a major

story in the next day’s media.

Conflicts of Interest

We make our business decisions based on what

is in the best interest of PGE, not on personal

considerations or relationships. You must avoid any

actions or relationships that could conflict with,

or appear to conflict with, the interests of PGE. A

conflict of interest arises when you have a personal

or business interest that interferes with or influences

your independent judgment and objectivity in the

best interest of PGE or when you use your position

at PGE for personal gain. A conflict of interest may

arise whenever you have an investment in, or a

position or relationship with, a person or company

that competes with or does business with PGE (other

than as an electric service customer). Close friends,

relatives or domestic partners may also generate

conflicts of interest if they hold positions with, or

investments in, companies that compete with or

do business with PGE (other than as an electric

service customer). Without prior written approval,

you may not personally participate in a joint

venture, partnership or other business arrangement

with PGE. Without prior written approval, you

also may not participate in PGE’s decision to

do business with a company in which you, your

domestic partner, family member or friend holds

an interest. Employees must disclose conflicts,

or potential conflicts, of interest to the Corporate

Compliance Officer. Special rules apply to officers

and directors who engage in conduct that creates

an actual, apparent or potential conflict of interest.

Before engaging in any such conduct, officers and

directors must make full disclosure of all facts and

circumstances to, and obtain the approval of, the

Audit Committee of the Board of Directors.

Corporate Opportunities

You owe a duty to PGE to advance its legitimate

interests when the opportunity to do so arises. You

may not use corporate property, information or your

position at PGE for improper personal gain, and

you may not compete with PGE. Any employee

who learns of a business or investment opportunity

through the use of corporate property or information

or position at PGE may not participate in the

opportunity or make the investment without the

prior written approval of the Corporate Compliance

Officer. This does not include business


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Gifts and Business Entertainment

You should base your business decisions for PGE

on uncompromised, objective judgment. You must

never accept gifts or other benefits that could affect

your business judgment or decisions. You must

never ask for gifts, entertainment or any other

business courtesies from people doing business with

the Company. Giving or receiving any payment or

gift in the nature of a bribe, gratuity or kickback is

absolutely prohibited. You may not accept and must

promptly return to the giver any gifts of cash or cash

equivalents in any amount, other than those PGE

gives to employees for specific achievements. A

cash equivalent is something that can be spent like

currency or readily exchanged for goods or services.

Cash equivalents include, but are not limited to,

checks, savings bonds, certificates of deposit and

prepaid credit cards. Cash equivalents do not include

gift cards or gift certificates. However, gift cards

described below.

Constantly Considering: Conflicts of Interest

A conflict of interest can often seem irrelevant to the person involved: “I won’t let that affect my decision,” one might say, “because I can tell when I have the Company’s interests at heart.” Unfortunately, conflicts of interest are not so simple. Their influences are often subtle, and the very appearance of a conflict can have an adverse affect on the Company’s reputation, whether the impact is real or not. For these reasons, you should consult with the Corporate Compliance Officer whenever you think that the possibility of a conflict is present. By constantly considering how a decision might appear to others — regardless of your actual loyalties — you can help avoid bad decisions and bad impressions.

Constantly Considering: Non-Monetary Gifts

Do not offer or accept any individual gift valued at more than $200 (including holiday gifts) unless reviewed and approved by your functional vice president and the Corporate Compliance Officer.

Unsolicited business courtesies, including meals and entertainment, are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that you are in any way obligated by your acceptance of the gift or that the gift is a reward for any particular business decision already made or forthcoming. When socializing with suppliers, customers and/or fellow employees as part of business, expenses should be prudent and approved by management as part of the business expenses reimbursement process. If you estimate the value to be more than $200, you must report it to your management as soon after the event as possible.

or investment opportunities discovered through

independent and personal research, but it does

include any information discovered in your capacity

as a PGE employee. The requirement for directors

and officers is even more stringent as they must

obtain the prior approval of the Audit Committee

of the Board of Directors. If you are unsure if a

potential investment is a corporate or a private

opportunity, do not invest until after you have

consulted with the Corporate Compliance Officer.


or gift certificates are subject to the $200 limitation

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While it may seem abrupt, refusing a gift can be

done politely. You may still thank the giver for

his/her generosity and even compliment the gift.

But you should simply insist that Company policy

prohibits you from accepting this gift. Additionally,

be sensitive to the gift and entertainment policies of

PGE’s suppliers and customers, and do not provide a

gift or entertainment that violates another company’s

policy.

What is acceptable in the commercial business

environment may be entirely unacceptable in

dealings with the government. There are strict

laws that govern providing gifts, including meals,

entertainment, transportation and lodging, to

government officials and employees. You are

prohibited from providing gifts or anything of value

to government officials or employees or members of

their families in connection with company business

without first obtaining prior written approval from

the Corporate Compliance Officer.


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Protection and Proper Use of Company Assets

As PGE employees, we have an obligation

to protect the assets of the Company. This

obligation requires that we keep corporate

records in order to ensure compliance with

federal and state regulations. Accurate

and relevant document retention is both

ethically sound and good for business.

Employees should also protect the

Company’s assets by preserving these

records according to Company policies and

procedures and by ensuring that Company

property is only used for business purposes.

PGE’s reputation is one of its most valuable

assets; in order to preserve that good name,

employees should disclose investigations

into their personal lives.

Accurate Company Records

PGE will make full, fair, accurate, timely and

understandable disclosure, in compliance with all

applicable laws and regulations, in all reports and

documents that the Company provides to the SEC

and in all other public communications made by the

Company.

The books and records of PGE must accurately

reflect all measurable transactions. In the course

of day-to-day business activities, all employees

play roles in ensuring the accurate recording and

accounting distribution of transactions. Many

employees enter important Company records in their

everyday work, including: timesheets, purchase

orders, voucher requests, employee expense

reports and customer billings. You must complete

all PGE documents accurately, truthfully and in

a timely manner. When applicable, obtain proper

authorization for documents. PGE will not tolerate

false or misleading entries in its books and records

for any reason.

Employees have the affirmative obligation to

report promptly any complaints or concerns

involving noncompliance with applicable securities

laws, accounting standards and internal auditing

controls occurring anywhere in the Company.

This obligation means employees must report any

material accounting issues affecting information

disclosed in the Company’s financial reports. You

must report any violations or issues to your manager

or supervisor or to the Company’s Chief Financial

Officer or Controller promptly after becoming aware

of a violation or accounting issue. If, for any reason,

an employee does not believe it is appropriate to

report in the manner described above, he or she

should select one of the alternatives listed in the

Reporting Violations section of this Code of Ethics,

including the option to report anonymously using

the EthicsPoint Hotline.


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Document and Record Retention

PGE is committed to compliance with all applicable

laws and regulations relating to the preservation of

records. The Company’s records management policy

describes the retention and destruction of documents

on a legal, systematic basis. Compliance with

this policy is mandatory. Under no circumstances

may you destroy Company records selectively or

unilaterally decide to maintain such records outside

the Company’s premises or designated storage

facilities.

If you learn of a subpoena, pending litigation or

government investigation, you must immediately

notify PGE’s General Counsel. You must preserve

all relevant records until the Legal Department

advises you how to proceed. Preserve all records

that without intervention would automatically be

destroyed or erased (such as voice mail messages).

Report immediately to the General Counsel

any suspicion that Company records are being

improperly altered or destroyed.

Use of Company Resources

We each have a duty to protect the Company’s

assets and ensure their efficient use for business

purposes. You must safeguard Company assets from

waste, theft and loss. When you leave the Company,

you must return all Company property in your

possession.

The Company’s computer and communication

resources, including computers, voice mail, e-mail

and instant messaging are the property of the

Company and are intended for use by Company

employees to conduct the Company’s business.

The Company reserves the right to review any

files stored or transmitted on its computer and

communications resources for compliance with

laws and Company policy. Use these resources only

in accordance with the Company’s information

technology policies and standards. PGE permits

incidental and occasional personal use of electronic

mail, instant messaging and telephones, but

minimize such use and shorten the messages

as much as possible. Employees should not use

Company resources for ongoing outside business

activities. Whenever using Company computers you

should always be aware that the Company reserves

the right to monitor any and all of your actions.

Even personal messages on the Company’s e-mail

and voice mail systems are Company property.

Reporting a Personal Investigation

At some time, you may find that you are being

investigated by governmental agencies for activities

outside the scope of your job. While we respect your

right to keep your personal life private, in some

circumstances it is appropriate for you to inform the

Company of the investigation.

If you are under investigation by a governmental

authority for something in your personal life that

could affect the Company’s reputation, co-workers,

or cause you to lose certification necessary to

perform your job, let your manager know. With

such knowledge, PGE can best manage the potential

impact on operations. Failure to do so could lead to

disciplinary action, up to and including termination.


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It can be easy to confuse personal and professional business. Here are two scenarios where employees might have inappropriately used PGE’s resources:

1) Robert is an employee who runs a part-time small engine repair business from his home in an outlying area. Since he is talented at these repairs, he is independently hired to work on Company power tools and bills PGE for the work. In order to do so quickly and efficiently, Robert brings his tools to the PGE site. During one four day period, Robert asks his co-workers to cover for him for an hour as he tunes up the engines of some Company power tools. Is Robert’s behavior appropriate? No! Though it might have been perfectly reasonable and ethical for Robert to be hired to tune up PGE’s power tools, and was even appropriate to bring his repair tools to the PGE site, he did the tune-ups while on the clock as an employee. Instead, Robert should have used personal time at the start or end of the day to do this work while not in PGE’s employ.

2) Sally is equally industrious, and sells baseball cards and collectibles when she is not working in PGE’s Customer Service department. Because of the personal relationships that Sally has developed throughout the office, she gets many of her customers from among co-workers and other office tenants. Is this ethical?

Perhaps. If Sally sells her collectibles during break times and is not using PGE phones or e-mail, it could be appropriate for her to sell while at the office (assuming her sales tactics are not assertive and she reports the potential conflict of interest). But if Sally uses PGE’s phones, e-mail, faxes, time or conference rooms, she, too, is abusing PGE’s resources for her own personal gain.

Constantly Considering: Company Resources


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Proprietary Information

Detailed and up-to-date information

is increasingly important in how PGE

conducts it business. As with any other

asset — a power line, a truck or a computer

— you should be wary before discussing

any proprietary or confidential information

in a setting with listeners who are not

already informed about that information.

Gathering Information AboutOther Businesses

It is entirely proper to gather information about

other businesses, including those we serve and those

with whom we compete in various ways. You must

never attempt, however, to acquire trade secrets or

other proprietary information through unlawful or

unethical means, such as theft, spying, bribery or

breach of a nondisclosure agreement. You should be

able to identify the source of any information about

another business.

Confidential Information andTrade Secrets

Some of the information you receive in the course

of your work is confidential. You must protect and

prevent the disclosure of confidential information

PGE entrusts to you, except when disclosure is

authorized or legally mandated. You must also

protect confidential information any customer,

supplier or would-be supplier provides, including

prices, terms and names of other sources of supply.

Confidential information can include business

concepts, trade secrets, lists of leads or prospects,

business and product plans, information about

PGE’s business methods, computer programs,

customer information and more. Confidential

information includes all proprietary or nonpublic

information that might be useful to others or harmful

to the Company or its customers, if disclosed.

You may not use any confidential information for

your own benefit or the benefit of persons inside

or outside PGE. Your obligation to protect from

disclosure any confidential business information

acquired during your service with PGE continues

even after you leave the Company. When you leave

the Company, you must return everything that

belongs to the Company, including all documents

and other materials containing confidential

information. You must not disclose any confidential

PGE information to a new employer or others after

you leave the Company. You also may not disclose

your previous employers’ confidential information

to PGE or to directors, officers or employees of

PGE.

Trademarks, Copyrights and Other Intellectual Property

It is Company policy not to infringe upon the

intellectual property rights of others. When using

the name, trademarks, logos or printed materials of

another company, you must do so properly and in

accordance with applicable law.


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Trademarks: PGE’s logos and the name Portland

General Electric Company are examples of

Company trademarks. You must always use our

trademarks properly and advise your supervisor or

the Legal Department of infringements by others.

Copyright Compliance: Books, articles, drawings,

computer software and other such materials may be

covered by copyright laws. It is a violation of those

laws to make unauthorized copies of copyrighted

materials. Availability on an Internet Web site or the

absence of a copyright notice does not necessarily

mean that materials are not copyrighted. The

Company licenses the use of much of its computer

software from outside companies. In most instances,

this computer software is protected by copyright.

You may not make, acquire or use unauthorized

copies of computer software.

PGE’s Intellectual Property: The Company

expects employees to acknowledge PGE’s right to

intellectual property created during the course and

scope of employment with PGE. All managers,

supervisors and authorized PGE representatives

are expected to document any instance where an

employee creates intellectual property in the course

and scope of his or her employment. Specific

questions about intellectual property rights should

be directed to the Legal Department.

The Company shall own copyrights in any artistic,

literary or intellectual work or expression produced

by employees within the course and scope of their

employment by the Company. Works are within the

“course and scope of employment” if:

A. The work is requested by a supervisor,

manager or other authorized PGE representative.

OR

B. The work is, or is similar to, the type of work

that the employee normally performs, AND

C. The work is created mostly within

conventional work space and hours, AND

D. The work is motivated, at least in part, by the

Company’s business needs.

Note that works are Company intellectual property

if they fulfill criterion “A” OR if they fulfill criteria

“B” AND “C” AND “D.”

The Company shall have the rights to patent any

new, inventive and useful product or idea produced

by an employee who was employed for the purpose

of invention or improvement. An employee shall be

considered “employed to invent” if:

1. The employee’s job description or contract

of employment directs him or her to invent or

improve products or processes similar to those in

dispute,

OR

2. The employee was directed by a supervisor,

manager or other authorized PGE representative

to invent or improve products or processes

similar to those in dispute.

Note that ideas are Company property if they fulfill

either criterion “1” OR criterion “2.”


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Responding to Inquiries from the Press and Others

If you are not an officially authorized Company

spokesperson you may not speak with the media,

securities analysts, rating agencies, other members

of the financial community, shareholders or other

groups or organizations about Company business

unless specifically authorized to do so by an

authorized Company spokesperson. Refer all

requests for financial or other information about the

Company to the Director of Investor Relations or

the Corporate Communications Department.

Environment, Safety and Health

Environmental Regulations

PGE facilities and operations are subject to a large

variety of environmental laws, rules and regulations

and programs that control air emissions, discharges

of effluent and water and handling of solid and

hazardous waste. There are also many laws,

rules and regulations that focus on unintended or

uncontrolled release of pollutants and hazardous

substances to the air, water or land. Such a release,

even if accidental, must be reported to your

supervisor or manager immediately and often must

be reported to governmental authorities.

PGE maintains an environmental policy to ensure

it complies with these laws, rules, regulations

and programs and meets the highest standards of

environmental stewardship. All employees, officers

and directors must understand and fully comply with

all applicable environmental laws related to their

part of the Company’s business and activities.

Safety and Health

The Company has a firm commitment to its

employees, customers and the public to provide a

safe and healthy place of business.

You are expected to perform your duties in

accordance with all safety and health laws,

regulations and PGE policies. You must read and

follow the safety manuals and other materials that

apply to your job. You are responsible for attaining

and maintaining a safe work environment. You must

immediately bring to your supervisor’s attention any

hazardous condition in the workplace, as well as

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report any work-related accident or injury.

The Company also intends to maintain a drug-free

work environment. Except at approved Company

functions, you may not use or possess alcohol on

Company premises. Note that alcoholic beverages

stored temporarily and unopened for use away from

Company facilities are exempt from this policy (e.g.

beer or wine stored in a cooler or trunk). You may

not perform Company business on or off Company

premises while under the influence of alcohol. You

cannot use, sell, attempt to use or sell, purchase,

attempt to purchase, possess or be under the

influence of any illegal drug (or any legal drug in an

illegal manner). Why Affirmation to the Code is Required

You must both understand and comply with this Code

of Ethics. It is an essential function of every employee’s

job duties to acknowledge that commitment to

understanding and compliance regularly. This Code of

Ethics is a statement of fundamental principles and key

policies and procedures that govern the conduct of the

Company’s business and does not, in any way, constitute

an employment contract or an assurance of continued

employment. Employees of PGE are employed at-will,

except when covered by an express, written employment

agreement or collective bargaining agreement that

provides otherwise. This Code of Ethics is not intended

to and does not create any rights in any employee. This

Code of Ethics creates several obligations for employees.

If any of these obligations are violated, this may result

in disciplinary action up to and including termination of

employment.


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Waivers

The Company will not waive application of the

policies set forth in this Code of Business Ethics

and Conduct except in extremely limited situations

where circumstances warrant granting a waiver.

Waivers of this Code of Ethics for directors,

executive officers, the Chief Financial Officer and

the Controller may be granted only by the Audit

Committee of the Board of Directors and must be

promptly disclosed to shareholders to the extent

required by applicable law and regulations. Waivers

for employees other than executive officers, the

Chief Financial Officer or the Controller may be

granted by the Corporate Compliance Manager, who

will report to the Corporate Compliance Officer on a

periodic basis all waivers granted.

Additional Information

This Code of Ethics and the business practices

contained in it are the centerpieces of the PGE

program of business, regulatory and legal

compliance. It complements other more specific

Company directives already in place such as

Guiding Behaviors and the corporate policies.

This Code of Ethics and other policies, procedures

and materials are available from the Ethics and

Compliance Department and numerous employee

resources.

Neither this Code of Ethics nor other policies can

provide definitive answers to all questions. You are

encouraged to seek guidance whenever you have

questions or are unsure whether your actions or

planned actions are in accordance with this Code of

Business Ethics and Conduct.

There are several sources you can rely on for

guidance on ethical or legal matters. They are:

• Your supervisor or manager

• Ethics and Compliance Manager

• Human Resources Department

• Corporate Compliance Officer

• General Counsel

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reasonedethics

personalcore ethics

PGE coreethics

Code of Business Ethics and ConductPortland General Electric

121 S.W. Salmon Street • Portland, Oregon 97204PortlandGeneral.com

February 2008

Printed on recycled paper. Please recycle.

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