8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 29, 2005

PACIFICORP

(Exact name of registrant as specified in its charter)

STATE OF OREGON
(State or other jurisdiction of incorporation) 1-5152
(Commission File No.) 93-0246090
(I.R.S. Employer Identification No.)

825 N.E. Multnomah, Suite 2000, Portland, Oregon
(Address of principal executive offices) 97232-4116
(Zip Code)

Registrant’s telephone number, including area code:

(503) 813-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofthe registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

As previously disclosed in PacifiCorp’s Annual Report on Form 10-K for the year ended March 31, 2005, PacifiCorp’s Compensation Committee has approved a Transaction Incentive Program, which consists of a $6.0 million pool created by PacifiCorp’s indirect parent company, Scottish Power plc (“ScottishPower”), for retention incentives during the period of completion of ScottishPower’s sale of PacifiCorp to MidAmerican Energy Holdings Company (“MidAmerican”). ScottishPower will be responsible for the costs of the Transaction Incentive Program. On August 29, 2005, certain of PacifiCorp’s named executive officers entered into agreements with ScottishPower for awards under the Transaction Incentive Program. The agreement signed by each participating named executive officer has two principal components:

• A modification of the executive officer’s eligibility under PacifiCorp’s Annual Incentive Plan (“AIP”) for the fiscal year ending March 31, 2006. Participating executive officers have agreed that their AIP awards, as funded by PacifiCorp, will no longer be based on multiple measurement criteria (some of which provided for a pro rata payout), but instead will be based on a single measurement, PacifiCorp’s performance against its budget (which will not be subject to a pro rata payout). However, Ian Russell, ScottishPower’s Chief Executive Officer, retains the discretion to approve or modify any AIP payout to these officers, subject to review by ScottishPower’s Remuneration Committee.

• Terms of Transaction Incentive Program Award. Each participating executive officer is eligible for a transaction incentive award in an amount equal to the executive officer’s base salary (as adjusted for any existing retention agreement), payable as follows:

1. 25% of the award is payable within one month of execution and delivery of the award agreement;

2. 50% of the award is payable three months after the closing of PacifiCorp’s sale to MidAmerican at $5.1 billion as set forth in the Stock Purchase Agreement governing the transaction, provided there are no claims by MidAmerican against ScottishPower; and

3. 25% of the award is payable 12 months after the closing, again as long as there are no claims by MidAmerican against ScottishPower.

Continued employment by PacifiCorp, observance of confidentiality obligations and satisfactory performance in support of the transaction until the sale’s completion are conditions to the executive officer’s receipt of these payments. Ultimate determinations of award eligibility will be made by ScottishPower’s Chief Executive Officer, subject to review by the Remuneration Committee.

PacifiCorp and ScottishPower also finalized the terms of Transaction Incentive Program awards to other participants, primarily other members of senior management and employees determined to be critical to successful completion of the sale to MidAmerican. The terms and conditions of these awards are generally similar to those of the named executive officer awards, but in some cases include satisfactory achievement of specified employment objectives.

The summary of the Transaction Incentive Program award agreements for PacifiCorp named executive officers is qualified in its entirety by reference to the terms of the form of such agreement, which is included as an exhibit hereto and incorporated by reference herein.

The Transaction Incentive Program award amounts for participating PacifiCorp named executive officers are as follows:

Name and Title		Transaction Incentive Program Award
Andrew P. Haller Senior Vice President, General Counsel and Corporate Secretary		$348,503
Richard D. Peach Chief Financial Officer		$250,000*
A. Richard Walje Executive Vice President		$330,811
Matthew R. Wright Executive Vice President		$305,292
	*  Adjusted for existing retention agreement.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

10.  Form of Transaction Incentive Program Award Agreement for Named Executive Officers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PACIFICORP
(Registrant)
By	/s/ Andrew P. Haller
	Andrew P. Haller Senior Vice President, General Counsel and Corporate Secretary

Date:  September 1, 2005

EX-10

Exhibit 10

Employee

PacifiCorp

23 August 2005  

FY 05-06 Annual Incentive Plan (“AIP”) and Transaction Incentive Plan

Dear Employee,

As a follow-up to our earlier discussion at the July Board meeting, I wanted to formalise the arrangements we discussed as a team.

FY 05-06 Annual Incentive Plan

As we discussed, we will amend and simplify your current annual incentive plan. For this Financial Year, if PacifiCorp achieves its budget, you will receive your maximum annual bonus opportunity. If PacifiCorp does not achieve its budget, there will not be a payout, although I will retain discretion on whether all or any part of the payout is warranted.

I have purposely designed this plan to be extremely simple and achieving budget is one of my personal goals as well. To provide some additional comfort about the objectivity of my evaluation of whether those goals are achieved and whether a payout is warranted the ScottishPower Remuneration Committee will review and approve my final decision on eligibility for payout.

Transaction Incentive Program

Also as we discussed, I will put in place arrangements that will provide you one times salary, payable upon the following and subject to 4 below:

1. 25% of your annual salary payable within one month of your return to me of a copy of this letter signed by you to signify your acceptance of the change to this Financial Years AIP in place of the existing arrangements;

2. Thereafter 50% of your annual salary, payable three months following the successful completion of the transaction at the announced equity price of $5.1Bn and subject to there being no potential value diminution from outstanding Buyer claims (which are likely to be successfully adjudicated in its favour) either at or in the three month period following completion; and

 

3. 25% of your annual salary, payable 12 months from completion, again subject to there being no outstanding Buyer claims made (which are likely to be successfully adjudicated in its favour) for breach of warranty, covenant or otherwise under or connected with the SPA.

4. You must be an employee at the time of completion, keep the non-public terms and the existence of these arrangements completely confidential, actively support and co-operate with Susan and her team as needed, and otherwise perform satisfactorily until the completion of the transaction.

As with the Annual Incentive Plan, I will retain discretion regarding the satisfaction or waiver of any of these conditions. Again, to provide additional reassurance regarding objectivity, I will seek multiple points of assessment and ultimately will have the ScottishPower Remuneration Committee approve my final decision on this plan.

Employee, you are an important member of this team and your leadership within the company is critical. It is my sincere hope and plan that these new substitute incentives will reward you for a job well done. If you are in agreement please sign the attached copy letter and return it to me by 15 September 2005.

With kindest regards.

Yours sincerely

Ian M Russell

I, employee, agree to the changes to my FY05/06 Annual Incentive Plan objectives and entitlements which supersede and substitute the existing regime, and acknowledge the Transaction Incentive Programme all as set out in this letter.

Signed

 Dated