Cio Employment Agreement

Exhibit 10.9

RETENTION AGREEMENT

This Retention Agreement dated effective June 5, 2000 (the " Agreement" ) describes PacifiCorp' s (the " Company" ) offer of certain pay and benefits to A. Richard Walje (" Executive" ), subject to the satisfaction of the terms and conditions of this Agreement. This Agreement is intended to provide Executive with incentives that encourage Executive' s continuation of employment with PacifiCorp or an affiliate.

1.

Retention Benefits for Continuation in Employment .

Subject to your execution of this Agreement and acceptance of your assignment to the position of Vice President and CIO, the Company offers you the following retention pay and benefits (collectively, the " Retention Pay and Benefits" ) subject to the terms and conditions stated in this Agreement, in any applicable stock option agreement, or any related stock or benefits plan:

1.1 Retention Pay . A cash award of $104,000, less applicable withholdings, (" Retention Pay" ) will be paid to you if you continue your employment with the Company or an affiliate through December 1, 2001. Payment will be made to you as soon as practicable following that date.

1.2 SERP Retention Benefit . The Supplemental Executive Retirement Plan 1996 Restatement (the " SERP" ) will be amended to provide you a retention benefit (the " SERP Retention Benefit" ) equal to the difference between your regular SERP benefit and a benefit calculated using the formula for the Change in Control (" CIC" ) benefits provided under Section 3.9 of the SERP. Under the terms of the amended plan, the SERP Retention Benefit will vest and be calculated as of the earlier of (a) December 1, 2002, provided that you continue employment until that date or (b) the date of your earlier termination of employment due to your death or disability or the circumstances specified in Section 2.2.1(a) or 2.2.1(b) of this Agreement. In the event of your termination for any other reason prior to December 1, 2002, you would be ineligible for any SERP Retention Benefit. This SERP Retention Benefit would be in addition to any regular SERP benefits you accrue during your period of employment, including any SERP benefits you may accrue after December 1, 2002 until the date of your termination of employment.

1.3 Modified SERP Participation Service . In addition to the SERP Retention Benefit, you will be treated as having a full five Years of Participation under the SERP as of the date you sign this Agreement if your employment later terminates due to your death, disability or the circumstances specified in Sections 2.2.1(a) or 2.2.1(b) of this Agreement. At the Company' s sole discretion, this may be done either through an amendment to the SERP, a separate " top hat" plan for this purpose or through other means determined by the Company to provide an equivalent benefit. Benefits payable subject to this modification will be paid on the same schedule and basis as provided for in the SERP. You should consult with your own tax advisor about the appropriate treatment of this modified SERP Participation Service Benefit for federal and state income tax purposes.


1


1.4 Stock Options . A grant of 95,329 ScottishPower American Depositary Shares (" ADS" ) stock options at a grant price of $31.75. The vesting schedule for these options is as follows:

1.4.1

Twenty-five percent (25%) on September 1, 2001;

1.4.2

Twenty-five percent (25%) on September 1, 2002; and

1.4.3

Fifty percent (50%) on September 1, 2003.

Any such grant will be subject to the terms of the stock option agreement provided in Exhibit A and the then-current PacifiCorp Stock Incentive Plan.

2.

Additional Requirements .

In addition to the continuing employment requirement specified above, you must also satisfy the following requirements in order to qualify for Retention Pay and Benefits under this Agreement. By signing this Agreement, you agree to the following:

2.1 Acceptance of Assigned Position . The Company has assigned you to the position of Vice President and CIO effective May 4, 2000. You acknowledge that you understand the duties and responsibilities of this position and you accept such assignment under the terms of this Agreement.

2.2 Waiver of Regular and CIC Severance Benefits . Unless one of the following exceptions applies, you waive from the date you execute this Agreement through November 28, 2004 any right you may have to any severance benefits identified in Exhibit A (" Regular Severance Benefits" ) to the PacifiCorp Executive Severance Plan, as amended and restated December 1, 1998 (the " PESP" ) and any CIC severance benefits identified in Exhibit B to the PESP (the " CIC Severance Benefits" ).

2.2.1 During the period between the date you execute this Agreement and November 28, 2001, your waiver of CIC Severance Benefits shall not apply in the event of either of the following:


(a)

Your employment terminates involuntarily for other than gross misconduct or gross negligence as specified in Section 3.04-2(a)(ii) of the PESP; or


(b)

You have a qualifying " material alteration" as defined in Section 3.03-3 of the P ...