NEW ISSUE RATING: See "RATING" BOOK-ENTRY ONLY In the opinion ofOirrick, Herrington & Sutdijfe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with cei~tain covenants, interest on the Series Nineteen Bonds is excluded from gross income for federal inconfie tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Series Nineteen Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative TniniTuum taxable income. Bond Counsel is also of the opinion that interest on the Series Nineteen Bonds is exempt from State of Oregon personal income taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series Nineteen Bonds. See "TAX MATTERS. " $131,965,000 THE PORT OF PORTLAND, OREGON Portland International Airport Revenue Bonds Series Nineteen (Non-AMT) Dated: Date of delivery Base CUSIP No.: 735240 Due: July 1, as shown on inside cover The Port of Portland (the "Port") is issuing its Portland International Airport Revenue Bonds, Series Nineteen (Non-AMT) (the "Series Nineteen Bonds") to pay, or to reimburse the Port for the payment of, costs of the construction, acquisition, equipment and installation of Port headquarters facilities and improvements at the Portland International Airport (collectively, the "Series Nineteen Projects"), to pay a portion of the interest to accrue on all or a portion of the Series Nineteen Bonds, to make a deposit to the SLB Reserve Account and to pay other costs related to the Series Nineteen Projects and costs of issuing the Series Nineteen Bonds, all as described herein. The Bank of New York Mellon Trust Company, N.A., Seattle, Washington, serves as the trustee, registrar and paying agent for the Series Nineteen Bonds. The Series Nineteen Bonds will be issued in denominations of $5,000 and integral multiples thereof. Interest on the Series Nineteen Bonds will be payable on each January 1 and July 1 (or the next Business Day if January 1 or July 1 is not a Business Day), commencing July 1, 2009, at the rates set forth on the inside cover of this Official Statement. The Series Nineteen Bonds are subject to redemption prior to their stated maturities as described herein. The Series Nineteen Bonds when issued wiU be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as initial securities depository for the Series Nineteen Bonds. Purchases of beneficial interests in the Series Nineteen Bonds will be made in book-entry only form. Purchasers will not receive certificates representing their interests in the Series Nineteen Bonds, except as described herein. So long as DTC or its nominee is the registered owner of the Series Nineteen Bonds, payments of principal of and premium, if any, and interest on the Series Nineteen Bonds will be made directly to DTC or to such nominee. Disbursements of such payments to DTC's Direct Participants are the responsibility of DTC, and disbursements of such payments to the Beneficial Owners are the responsibility of the Direct Participants and the Indirect Participants, all as described herein. The Series Nineteen Bonds are payable solely from available Net Revenues of the Portland International Airport and certain other money pledged thereto, all as described herein. The Series Nineteen Bonds shall not, in any manner, or to any extent, be a general obligation of the Port, nor a charge upon any other revenues or property of the Port not specifically pledged thereto by the Airport Revenue Bond Ordinances described herein. The Series Nineteen Bonds are not secured by any tax revenues or taxing power of the Port or the State of Oregon or its agencies, instrumentalities or political subdivisions. This cover contains certain information for quick reference only and is not a complete summary. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. TTie Series Nineteen Bonds are offered when, as and if issued, subject to receipt of the approving opinion of Orrick, Herrington & Sutctiffe LLP, Portland, Oregon, Bond Counsel to the Port, and to certain other conditions. Certain legal matters ivill be passed upon for the Port by its General Counsel and for the Undenonters by their counsel, Foster Pepper PLLC, Seattle, Washington. It is expected that delivery of the Series Nineteen Bonds witt be made through the facilities of DTC in New York, New York on or about November 13, 2008. Goldman, Sachs & Co. Merrill Lynch & Co. October 27, 2008. $131,965,000 THE PORT OF PORTLAND Portland International Airport Revenue Bonds Series Nineteen (Non-AMT) Due Principal Interest Price or CUSIP No. (July 1) Amount Rate Yield 735240 2010 $1,480,000 5.00% 3.00% WC3 2011 1,840,000 5.00 3.40 WDl 2012 2,350,000 5.00 3.75 WE9 2013 2,465,000 5.00 4.00 WF6 2014 2,585,000 4.00 4.20 WG4 2015 2,695,000 4.25 4.375 WH2 2016 2,810,000 5.00 4.55 WJ8 2017 2,945,000 5.00 4.71 WK5 $6,340,000 5.00% Term Bonds due July 1, 2019 Yield 5.05% CUSIP No. 735240 WL3 $6,990,000 5.00% Term Bonds due July 1, 2021 Yield 5.25% CUSIP No. 735240 WMl $20,870,000 5.25% Term Bonds due July 1, 2026 Yield 5.45% CUSIP No. 735240 WN9 $15,310,000 5.00% Term Bonds due July 1, 2029 Yield 5.52% CUSIP No. 735240 WP4 $63,285,000 5.50% Term Bonds due July 1, 2038 Yield 5.70% CUSIP No. 735240 WQ2 THE PORT OF PORTLAND 121 NW Everett Street Portland, Oregon 97209 Board of Commissioners Judi Johansen President Mary Olson Vice President William Thomdike, Jr. Treasurer Steven H. Corey Secretary Ken Allen Commissioner Peter Bragdon Commissioner Diana Daggett Commissioner Bruce A. Holte Commissioner Paul A. Rosenbaum Commissioner Executive, Financial and Legal Management of the Airport Bill Wyatt Executive Director Steven H. Schreiber Director of Operation Services and Chief Financial Officer Mary Maxwell Director of Aviation Carla Kelley General Counsel Vincent Granato General Manager, Financial Services Advisors and Consultants Orrick, Herrington & Sutcliffe LLP Bond Counsel Seattle-Northwest Securities Corporation Financial Advisor PricewaterhouseCoopers LLP Independent Accountants Ricondo & Associates, Inc. Airport Consultant No dealer, broker, salesperson or other person has been authorized by the Port or the Underwriters to give any information or to make any representations with respect to the Series Nineteen Bonds other than those contained in this Official Statement and, if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of the Series Nineteen Bonds, by any person in any jurisdiction in which such offer, solicitation or sale is not authorized or in which the person making such offer, solicitation or sale is not qualified to do so or to any person to whom it is unlawful to make such offer, solicitation or sale. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information set forth in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Certain statements contained in this Official Statement reflect not historical facts but are forecasts and "forward-looking statements." No assurance can be given that the future results discussed herein will be achieved, and actual results may differ materially from the forecasts described herein. In this respect, the words "estimate," "forecast," "project," "anticipate," "expect," "intend," "believe" and other similar expressions are intended to identify forward-looking statements. The forward-looking statements in this Official Statement are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements. All estimates, projections, forecasts, assumptions and other forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth in this Official Statement. The Port specifically disclaims any obligation to update any forward- looking statements to reflect occurrences or unanticipated events or circumstances after the date of this Official Statement, except as otherwise expressly provided in "CONTINUING DISCLOSURE." The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Port since the date of this Official Statement. In connection with the offering of the Series Nineteen Bonds, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Series Nineteen Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriters may offer and sell the Series Nineteen Bonds to certain dealers (including dealers depositing Series Nineteen Bonds into investment trusts) and others at prices lower than the initial offering prices corresponding to the yields set forth on the inside cover, and such initial offering prices may be changed, from time to time, by the Underwriters.