8-K

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

December 14, 2005

Date of Report (Date of earliest event reported)

NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

Commission File No. 1-15973

Oregon	93-0256722
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

220 N.W. Second Avenue, Portland, Oregon	97209
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including area code: (503) 226-4211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

On December 15, 2005, the Board of Directors of Northwest Natural Gas Company (the “Company”) approved the Company’s entry into amended and restated severance agreements with executive officers of the Company, including Mark S. Dodson, Michael S. McCoy, David H. Anderson, Gregg S. Kantor, Margaret D. Kirkpatrick, Lea Anne Doolittle, Stephen P. Feltz and C. J. Rue. These agreements, which will be entered into effective December 15, 2005, generally provide for the payment, upon the termination of the employee’s employment by the Company without cause or by the employee for “good reason” (as defined in the severance agreements) within two years following a change in control of the Company, of an amount equal to two or three times the sum of the employee’s annual salary and average bonus for the last three years, and also provide up to two-years’ or three-years’ continuation of life, accident and health insurance benefits. In addition, if any payments are subject to the excise tax on “parachute payments,” the Company will make an additional payment to the employee such that the employee will receive net benefits as if no excise tax were payable. If such additional payments are required, the Company will not be able to deduct such additional payments for federal income tax purposes and also will be denied such a deduction for most of the other payments made pursuant to the agreement and its other plans and policies. Each employee is obligated under the severance agreement to remain in the employ of the Company for a period of 270 days following a “potential change in control” (as defined in the severance agreements). The form of amended and restated severance agreement is filed as Exhibit 10.1 hereto.

The Board of Directors approved the form of amended and restated severance agreement primarily to change the definition of “change in control” from the definition set forth in the prior form of severance agreement. The prior change in control definition included the approval by the Company’s shareholders of (a) a merger or other transaction involving a sale of voting control of the Company, or (b) a sale of all or substantially all the assets of the Company. Under the revised change in control definition, the change in control does not occur until the consummation (rather than earlier shareholder approval) of these transactions. A corresponding change provides that severance benefits will be payable if a termination without cause or event constituting good reason occurs after shareholder approval and the change in control transaction is subsequently consummated. The form of amended and restated severance agreement also includes certain other changes from the prior agreement, including a change to the definition of “good reason” to require notice of termination for good reason within 30 days of the event constituting good reason, and the elimination of a provision limiting benefits to persons under the age of 62. Other changes from the prior agreement include changes made to clarify the operation of certain provisions and other technical changes.

Item 8.01 Other Events

Also on December 15, 2005, the Board of Directors of the Company approved amendments to several of its compensation plans to conform the definition of change in control in those plans to the revised change in control definition included in the amended and restated severance agreements. Similarly, on December 14, 2005, the Organization and Executive Compensation Committee approved amendments to two stock compensation agreement forms to conform the definition of change in control in those agreements to the revised change in control definition. A copy of each of these plans and agreements, as amended, is filed under Item 9.01 of this Form 8-K.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1	Form of amended and restated executive change in control severance agreement between the Company and each executive officer.
10.2	Non-Employee Directors Stock Compensation Plan, as amended effective December 15, 2005.
10.3	Directors Deferred Compensation Plan, effective June 1, 1981, restated as of December 15, 2005.
10.4	Executive Deferred Compensation Plan, effective as of January 1, 1987, restated as of December 15, 2005.
10.5	Northwest Natural Gas Company Umbrella Trust for Directors, effective January 1, 1991, restated as of December 15, 2005.
10.6	Northwest Natural Gas Company Umbrella Trust for Executives, effective January 1, 1988, restated as of December 15, 2005.
10.7	Northwest Natural Gas Company Supplemental Trust, effective January 1, 2005, restated as of December 15, 2005.
10.8	Form of Long Term Incentive Award Agreement under the Long Term Incentive Plan.
10.9	Form of Restricted Stock Bonus Agreement under the Long Term Incentive Plan.

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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.

	NORTHWEST NATURAL GAS COMPANY
	(Registrant)
Dated: December 16, 2005	/s/ DAVID H. ANDERSON
	David H. Anderson
	Senior Vice President and Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

FORM OF EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT

December 15, 2005

______________________

______________________

______________________

Re: Change in Control Severance Agreement

Dear                     :

Northwest Natural Gas Company, an Oregon corporation (the “Company”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company, its customers and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a change in control of the Company.

In order to induce you to remain in the employ of the Company, this letter agreement, which has been approved by the Board, sets forth severance benefits which the Company agrees will be provided to you in the event your employment with the Company is terminated in connection with a Change in Control (as defined in Section 3 hereof) under the circumstances described below. The Company and you have entered into a prior letter agreement regarding change in control severance benefits dated                     , 2001. Upon your signature of this letter agreement, the prior agreement shall be amended and restated in its entirety in the form of this agreement.

1. Agreement to Provide Services; Right to Terminate.

(i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company’s providing the benefits hereinafter specified in accordance with the terms hereof.

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(ii) In the event of a Potential Change in Control (as defined in Section 3 hereof), you agree that you will not leave the employ of the Company (other than as a result of Disability, as such term is hereinafter defined) and will render the services contemplated in the recitals to this Agreement until the earliest of (a) a date which is 270 days from the occurrence of such Potential Change in Control, or (b) a termination of your employment pursuant to which you become entitled under this Agreement to receive the benefits provided in Section 5(iii) below.

2. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until December 31, 2006; provided, however, that commencing on January 1, 2007 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless at least 90 days prior to such January 1 date, the Company or you shall have given notice that this Agreement shall not be extended (provided that no such notice may be given by the Company during the pendency of a Potential Change in Control); and provided, further, that this Agreement shall continue in effect for a period of twenty-four (24) months beyond the term provided herein if a Change in Control shall have occurred during such term. Notwithstanding anything in this Section 2 to the contrary, this Agreement shall terminate automatically if you or the Company terminate your employment prior to the earlier of Shareholder Approval (as defined in Section 3 hereof), if applicable, or the Change in Control. In addition, the Company may terminate this Agreement during your employment if, prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, you cease to hold your current position with the Company, except by reason of a promotion.

3. Change in Control; Potential Change in Control; Shareholder Approval; Person.

(i) For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(A) The consummation of:

(1) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

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(B) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(C) Any Person (as hereinafter defined) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

Notwithstanding anything in the foregoing to the contrary, unless otherwise determined by the Board, no Change in Control shall be deemed to have occurred for purposes of this Agreement if (1) you acquire (other than on the same basis as all other holders of shares of Common Stock of the Company) an equity interest in an entity that acquires the Company in a Change in Control otherwise described under subparagraph (A) above, or (2) you are part of a group that constitutes a Person which becomes a beneficial owner of Voting Securities in a transaction that otherwise would have resulted in a Change in Control under subparagraph (C) above.

(ii) For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if:

(A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(B) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(C) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(iii) For purposes of this Agreement, “Shareholder Approval” shall be deemed to have occurred if the shareholders of the Company approve an agreement entered into by the Company, the consummation of which would result in the occurrence of a Change in Control.

(iv) For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group, association or other “person,” as such term is used in Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company or any employee benefit plan sponsored by the Company.

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4. Termination Following Shareholder Approval or Change in Control. If a Change in Control occurs, you shall be entitled to the benefits provided in Section 5(iii) hereof in the event that (x) a Date of Termination (as defined in Section 4(v) below) of your employment with the Company occurred or occurs after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, or (y) your employment with the Company is terminated by you for Good Reason (as defined below) based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination (as defined in Section 4(iv) below) in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control; provided, however, that if any such termination is (a) because of your death, (b) by the Company for Cause (as defined below) or Disability, or (c) by you other than for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control, then you shall not be entitled to the benefits provided in Section 5(iii) hereof.

(i) Disability. Termination by the Company of your employment based on “Disability” shall mean termination because of your absence from your duties with the Company on a full-time basis for one hundred eighty (180) consecutive days as a result of your incapacity due to physical or mental illness, unless within thirty (30) days after Notice of Termination is given to you following such absence you shall have returned to the full-time performance of your duties.

(ii) Cause. Termination by the Company of your employment for “Cause” shall mean termination upon (a) the willful and continued failure by you to perform substantially your assigned duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness) after a demand for substantial performance is delivered to you by the Chairman of the Board or President of the Company which specifically identifies the manner in which such executive believes that you have not substantially performed your duties or (b) the willful engaging by you in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this paragraph (ii), no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you in knowing bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (a) or (b) of this paragraph (ii) and specifying the particulars thereof in detail.

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(iii) Good Reason. Termination by you of your employment with the Company for “Good Reason” shall mean termination by you of your employment with the Company based on any of the following events provided you give Notice of Termination after the occurrence of any of the following events and no later than 30 days after the later of (1) notice to you of such event, or (2) the Change in Control:

(A) a change in your status, title, position(s) or responsibilities as an officer of the Company which does not represent a promotion from your status, title, position(s) and responsibilities as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, or the assignment to you of any duties or responsibilities which are inconsistent with such status, title or position(s), or any removal of you from or any failure to reappoint or reelect you to such position(s), except in connection with the termination of your employment for Cause or Disability or as a result of your death or by you other than for Good Reason;

(B) a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(C) the failure by the Company to continue in effect any Plan (as hereinafter defined) in which you are participating immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control (or Plans providing you with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any of such Plans on at least as favorable a basis to you as is the case immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control or which would materially reduce your benefits in the future under any of such Plans or deprive you of any material benefit enjoyed by you immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(D) the failure by the Company to provide and credit you with the number of paid vacation days to which you are then entitled in accordance with the Company’s normal vacation policy as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(E) the Company’s requiring you to be based more than 30 miles from where your office is located immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control except for required travel on the Company’s business to an extent substantially consistent with the business travel obligations which you undertook on behalf of the Company prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

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(F) the failure by the Company to obtain from any Successor (as hereinafter defined) the assent to this Agreement contemplated by Section 7 hereof;

(G) any purported termination by the Company of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (iv) below (and, if applicable, paragraph (ii) above); and for purposes of this Agreement, no such purported termination shall be effective; or

(H) the failure by the Company to pay you any portion of your current compensation, to credit your Deferred Compensation Plan account in accordance with your previous election, or to pay you any portion of an installment of deferred compensation under any Plan in which you participated, within seven (7) days of the date such compensation is due.

For purposes of this Agreement, “Plan” shall mean any compensation plan such as an incentive, stock option or restricted stock plan or any employee benefit plan such as a thrift, pension, profit sharing, deferred compensation, medical, disability, accident, life insurance, or relocation plan or policy or any other plan, program or policy of the Company intended to benefit employees.

(iv) Notice of Termination. Any purported termination by the Company or by you (other than termination due to your death, which shall terminate your employment automatically) following the earlier of Shareholder Approval, if applicable, or a Change in Control shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(A) With respect to any Notice of Termination given by you for Good Reason, such Notice of Termination may indicate that such termination for Good Reason shall be conditioned upon, and postponed until, the date on which it is finally determined, either by mutual written agreement of the parties or by the arbitrators in a proceeding as provided in Section 13 hereof, that Good Reason exists for such termination. If a Notice of Termination given by you for Good Reason indicates that such termination shall be so conditioned and postponed, then, if the Company disputes the existence of Good Reason, the Company shall, within thirty (30) days after the Notice of Termination is given, notify you that a dispute exists concerning the termination, whereupon Section 13 hereof shall apply to such dispute. If no such notice is given by the Company within such 30-day period, then a final determination that Good Reason exists shall be deemed to have occurred on the date thirty (30) days after the Notice of Termination for Good Reason is given.

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(B) Notwithstanding anything to the contrary in this Agreement:

(1) if, at any time before the Date of Termination determined pursuant to this Agreement with respect to any purported termination by you of your employment with the Company, there exists a basis for the Company to terminate your employment for Cause, then the Company may, regardless of whether or not you have given Notice of Termination for Good Reason and regardless of whether or not Good Reason exists, terminate your employment for Cause, in which event you shall not be entitled to the benefits provided in Section 5(iii) hereof, and

(2) if you die or your employment is terminated based on Disability after you have given Notice of Termination for Good Reason and before the Date of Termination determined under this Agreement with respect to that Notice of Termination, and it is subsequently finally determined that Good Reason existed at the time your employment terminated, then termination of your employment shall be deemed to have occurred for Good Reason (and not due to your death or Disability) and you shall be entitled to the benefits provided in Section 5(iii) hereof.

(v) Date of Termination. “Date of Termination” shall mean the date your employment with the Company is terminated following the earlier of Shareholder Approval, if applicable, or a Change in Control, which date shall be determined as follows:

(A) if your employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that, if you shall have returned to the performance of your duties on a full-time basis during such thirty (30) day period, then the termination for Disability contemplated by the Notice of Termination shall not occur),

(B) if your employment is terminated due to your death, the date of your death,

(C) if your employment is to be terminated by the Company other than for Disability, or if your employment is to be terminated by you without a claim of Good Reason, the date specified in the Notice of Termination, and

(D) if your employment is to be terminated by you for Good Reason, the date ninety (90) days after the date on which a Notice of Termination is given, unless either:

(1) an earlier date has been agreed to by the Company either in advance of, or after, receiving such Notice of Termination (in which case such earlier date shall be the Date of Termination),

(2) pursuant to and in accordance with Section 4(iv) you have indicated in your Notice of Termination that you are conditioning your termination upon (and postponing such termination until) the date on which it is

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finally determined that Good Reason exists for such termination (in which case the later of such date as determined in accordance with Section 4(iv) above, or the date otherwise determined under this Section 4(v)(D), shall be the Date of Termination),

(3) the Company shall not have notified you within fifteen (15) days after a Notice of Termination for Good Reason is given that it intends to fully correct the circumstances giving rise to Good Reason (in which case the date fifteen (15) days after the Notice of Termination shall be the Date of Termination), or

(4) if the Company gives notice as provided in Section 4(v)(D)(3) and if the circumstances giving rise to Good Reason are fully corrected on or prior to the date that is ninety (90) days after such Notice of Termination was given, then the termination for Good Reason contemplated by such Notice of Termination shall not occur.

5. Compensation Upon Termination or During Disability.

(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your duties as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect and any benefits or awards under any Plans shall continue to accrue during such period, to the extent not inconsistent with such Plans, until your employment is terminated pursuant to and in accordance with Sections 4(i) and 4(v) hereof. Thereafter, your benefits shall be determined in accordance with the Plans then in effect.

(ii) If your employment shall be terminated for Cause or as a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you. Thereupon the Company shall have no further obligations to you under this Agreement.

(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as

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may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:

(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;

(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a single payment an amount in cash equal to      times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the earlier of Shareholder Approval, if applicable, or the Change in Control; and

(C) for a                      (    ) month period after the Date of Termination, the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such                      (    ) month period, and any such benefit actually received by you shall be reported to the Company.

(iv) The amount of any payment provided for in this Section 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section (5)(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.

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6. Tax Gross-Up Payments.

(i) Whether or not your employment is terminated, if any of the payments provided for in Section 5(iii) or any other payment or benefit received or to be received by you in connection with a Change in Control or the termination of your employment (collectively, the “Change in Control Payments”) will be subject to the tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar tax that may hereafter be imposed (the “Excise Tax”), the Company shall pay to you at the time any such Change in Control Payment is paid an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Change in Control Payments and any federal, state and local income tax and Excise Tax upon the Gross-Up Payment, shall be equal to the Change in Control Payments. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment directly and indirectly attributable to such reduction plus interest on the amount of such repayment at the rate provided for in section 1274(d) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any Change in Control Payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable to the taxing authorities with respect to such excess) at the time that the amount of such excess is finally determined.

(ii) The Company shall withhold the Excise Tax determined under paragraph (i) above in accordance with section 4999(b) of the Code, and shall withhold federal, state and local income taxes from Change in Control Payments and Gross-Up Payments as required by law.

7. Successors; Binding Agreement.

(i) Upon your written request, the Company will seek to have any Successor (as hereinafter defined), by agreement in form and substance satisfactory to you, assent to the fulfillment by the Company of its obligations under this Agreement. For purposes of this Agreement, “Successor” shall mean any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Company’s business directly, by merger, consolidation or purchase of assets, or indirectly, by purchase of the Company’s Voting Securities or otherwise.

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(ii) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

8. Fees and Expenses. The Company shall pay to you all legal fees and related expenses incurred by you in good faith as a result of (i) your termination following the earlier of Shareholder Approval, if applicable, or a Change in Control (including all such fees and expenses, if any, incurred in contesting or disputing in good faith any such termination) or (ii) your seeking to obtain or enforce in good faith any right or benefit provided by this Agreement.

9. Survival. The respective obligations of, and benefits afforded to, the Company and you as provided in Sections 5, 6, 7(ii), 8 and 13 of this Agreement shall survive termination of this Agreement, but only with respect to a Change in Control occurring during the term of this Agreement.

10. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid and addressed to the address of the respective party set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board or President of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in a writing signed by you and the Chairman of the Board or President of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oregon.

12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Portland, Oregon by three arbitrators in

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accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award, which award shall be a final and binding determination of the dispute or controversy, in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses of the arbitrators arising in connection with any arbitration proceeding pursuant to this Section 13.

14. Related Agreements. To the extent that any provision of any other agreement between the Company or any of its subsidiaries and you shall limit, qualify or be inconsistent with any provision of this Agreement, then for purposes of this Agreement, while the same shall remain in force, the provision of this Agreement shall control and such provision of such other agreement shall be deemed to have been superseded, and to be of no force or effect, as if such other agreement had been formally amended to the extent necessary to accomplish such purpose.

15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,
NORTHWEST NATURAL GAS COMPANY
By
	Mark S. Dodson
	President and CEO

Agreed to this      day

of                     , 2005.

EX-10.2

EXHIBIT 10.2

NORTHWEST NATURAL GAS COMPANY

NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN

January 1, 1989

Northwest Natural Gas Company an Oregon corporation
220 NW Second Avenue
Portland, OR 97209	the Company

The Company believes it desirable that members of its board of directors, who represent the Company’s shareholders, be themselves shareholders. To supplement the efforts of the directors towards this end, the Company wishes to increase the ownership interest of non-employee directors through awards of Company Common Stock. The Company, however, recognizes that a director may believe that he or she has a sufficient ownership interest in Company Common Stock, and therefore permits directors to receive awards under the plan in the form of deferred cash rather than stock.

The following plan is therefore adopted:

1. Administration.

Unless otherwise determined pursuant to this section, this plan shall be administered by the corporate secretary of the Company (the Administrator), who may delegate all or part of that authority and responsibility. The Administrator shall interpret the plan, arrange for the purchase and delivery of shares, determine forfeitures, and otherwise assume general responsibility for administration of the plan. Any decision by the Administrator shall be final and bind all parties. The Administrator may be replaced from time to time in the discretion of the chief executive officer of the Company.

2. Awards.

2.1 Each non-employee director of the Company, including those directors who have been employees of the Company in the past but are not employees at the time of any award under this plan, shall receive awards under this plan as of the following award dates:

(a) January 1, 1989; or

(b) In the case of (i) directors elected after January 1, 1989 and (ii) persons who become non-employee directors after January 1, 1989 by ceasing to be employees of the Company, the date on which such director is first elected, whether by the shareholders or board of directors of the Company, or ceases to be an employee of the Company, as the case may be; and

(c) On January 1 of each year thereafter, commencing with January 1, 1998;

provided, however, that this plan shall terminate as to new awards on, and no award shall be made under this plan on or after, January 1, 2005.

2.2 As of each award date, a participant shall receive an award calculated in the following manner. The “Number of Award Months” shall be determined by subtracting the number of full or partial calendar months remaining until all, if any, previous awards to the participant under this plan will be vested from the number of full or partial calendar months remaining until the fifth year end after the award date; provided, however, that if, assuming the participant were reelected, a participant’s term as a director would end because of age before the fifth year end after the award date, the “Number of Award Months” shall be determined by subtracting the number of full or partial calendar months remaining until all, if any, previous awards to the participant under this plan will be vested from the number of full or partial calendar months remaining until the participant’s term will end because of age. The amount awarded shall then be calculated by multiplying the Number of Award Months by an amount that, effective as of October 1, 2002, shall be $1,666.67. For purposes of this plan, “full or partial calendar months remaining” for any period includes the calendar month in which the award date falls and the calendar month in which the last day of the period falls and all calendar months in between.

2.3 As of each award date, the dollar amount calculated under 2.2 shall be awarded to the participant as follows:

(a) With respect to award dates after February 26, 2004, each participant may elect at any time prior to an award date to receive the entire amount to be awarded on that date in deferred cash rather than in Company Common Stock. No partial elections shall be permitted. Any such election must be in writing delivered to the Administrator prior to the award date. If such an election is made, the dollar amount calculated under 2.2 shall be credited to the participant’s Cash Account under the Company’s Deferred Compensation Plan for Directors and Executives (the “DCP”) effective as of the award date. The deferred cash amounts shall be subject to vesting under 3, but any interest credited with respect to these amounts under the DCP shall be fully vested and nonforfeitable at all times. The deferred cash amounts shall otherwise be subject to all of the terms and conditions of the DCP.

(b) If a participant does not timely elect to receive an award in deferred cash, the dollar amount calculated under 2.2 shall be awarded to the participant in Common Stock as follows:

(i) As soon as practicable after the award date, the Administrator shall deliver cash in the amount of the award and applicable commissions to one or more brokers or other persons with instructions to purchase Company Common Stock in the open market. It is understood that market conditions or regulations affecting the purchases by a corporation of its own shares may extend the period of purchase over several days or weeks.

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(ii) When several participants have the same award date, all of the stock shall be purchased and then divided among the participants in proportion to their respective awards, regardless of any changes in price that occur while purchases are being carried out.

(iii) When all of the stock has been purchased with respect to any award date, certificates in the names of the participants for their respective shares shall be delivered to the Administrator. Each participant shall deliver to the Administrator a blank stock power duly executed in a form satisfactory to the Administrator for each certificate for shares issued in the participant’s name.

(iv) The Administrator shall hold the certificates and stock powers until the shares are vested and released as provided in 3.4.

2.4 Upon any amendment of this plan to increase the dollar amount of awards set forth in 2.2, each participant shall receive an additional award in accordance with the procedures set forth in 2.3. The amount of the additional award for each participant shall be determined by multiplying the amount of the increase in the award amount by the number of full or partial calendar months remaining until the participant’s most recent prior award under this plan will be fully vested. The resulting dollar amount shall then be either used to purchase Common Stock for the participant or credited under the DCP as set forth in 2.3.

3. Vesting; Delivery of Shares; Forfeitures.

3.1 For each award under 2.2 and 2.3, the number of awarded shares or the amount of awarded cash, as applicable, that will vest per month shall be determined by dividing the number of awarded shares or the amount of awarded cash by the Number of Award Months. This monthly amount shall vest as of the first day of each calendar month commencing with the later of the month in which the award is made or the first month after all previous awards to the participant under this plan shall have vested. If an award is made other than on the first day of a month, the award date shall be considered the first day of that month for purposes of 3.1 and 3.2.

3.2 For each award under 2.3 and 2.4, the number of awarded shares or the amount of awarded cash, as applicable, that will vest per month shall be determined by dividing the number of awarded shares or the amount of awarded cash by the number of full or partial calendar months remaining until the participant’s most recent prior award under 2.2 and 2.3 will be fully vested. This monthly amount shall vest as of the first day of each calendar month commencing with the month in which the award is made.

3.3 Notwithstanding 3.1 and 3.2, all awarded shares and awarded cash of all participants shall vest upon a change in control of the Company, and all awarded shares and awarded cash of any participant shall vest upon the death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) of the participant. For purposes of this plan, a “change in control” of the Company shall mean the occurrence of any of the following events:

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(a) The consummation of:

(1) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

(b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

3.4 The certificate and stock power for vested shares shall be delivered to the participant or in accordance with 5.2 as soon as practicable after the participant ceases to be a director of the Company or, if earlier, as soon as practicable after a change in control of the Company. Payment of vested deferred cash shall be governed by the terms of the DCP.

3.5 If a participant ceases to be a director (other than pursuant to death, disability or a simultaneous change in control of the Company), awarded shares and awarded cash remaining unvested shall be forfeited. The Administrator, acting for the participant pursuant to the executed stock power, shall transfer the unvested shares to the Company, and these shares shall be cancelled. The participant or the participant’s representative shall execute any documents reasonably requested by the Administrator to facilitate the transfer. The participant’s Cash Account under the DCP shall be reduced by the amount of unvested cash that is forfeited.

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4. Status Before Full Vesting; Transfer of Shares.

4.1 Each participant shall be a shareholder of record with respect to all shares awarded, whether or not vested, and shall be entitled to all of the rights of such a holder, except that a participant’s share certificates shall be held by the Administrator until delivered in accordance with 3.4.

4.2 Any dividends or communications to shareholders received by the Administrator with respect to shares held by the Administrator shall promptly be transmitted to the participant.

4.3 No participant may transfer any interest in unvested shares to any person other than the Company.

4.4 No participant may transfer any interest in any shares awarded under this plan, whether vested or not, until he or she ceases to be a director of the Company.

4.5 Notwithstanding 2.3(b)(iv), 3.4, 4.1, 4.3 and 4.4, if a participant in the DCP elects under the DCP to defer shares of Company Common Stock awarded to the participant under this plan, promptly after the deferral election becomes irrevocable the Administrator shall cause the Common Stock subject to such irrevocable deferral to be transferred to the trustee of the Northwest Natural Gas Company Supplemental Trust. The Common Stock so transferred shall nevertheless remain subject to forfeiture under 3.5 if the participant ceases to be a director prior to vesting of the shares.

5. Death of a Participant.

5.1 Any shares held by the Administrator for a participant who has died shall be delivered as soon as practicable to the participant’s death beneficiary under 5.2.

5.2 Any shares to be delivered on death of a participant under 5.1 shall go to a participant’s beneficiary in the following order of priority:

(a) To the surviving beneficiary designated by the participant in writing to the Administrator;

(b) To the participant’s surviving spouse; or

(c) To the participant’s estate.

6. Amendment or Termination; Miscellaneous.

6.1 The board of directors of the Company may amend or terminate this plan at any time. No amendment or termination shall adversely affect any outstanding award.

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6.2 Subject to the rights of amendment and termination in 6.1, this plan shall continue indefinitely and future awards will be made in accordance with 2.1.

6.3 Nothing in this plan shall create any obligation on the part of the board of directors of the Company to nominate any director for reelection by the shareholders or the board of directors.

Adopted by the board of directors of Northwest Natural Gas Company on November 17, 1988, effective January 1, 1989. Amended by the board of directors of Northwest Natural Gas Company on May 23, 1991, effective July 1, 1991. Amended by the board of directors of Northwest Natural Gas Company on July 24, 1997, effective July 1, 1997. Amended by the board of directors of Northwest Natural Gas Company on December 18, 1997, effective January 1, 1998. Amended by the board of directors of Northwest Natural Gas Company on September 26, 2002, effective October 1, 2002. Amended by the board of directors of Northwest Natural Gas Company on February 26, 2004, effective February 26, 2004. Amended by the board of directors of Northwest Natural Gas Company on September 23, 2004, effective January 1, 2005. Amended by the board of directors of Northwest Natural Gas Company on November 17, 2004, effective January 1, 2005. Amended by the board of directors of Northwest Natural Gas Company on April 28, 2005, effective April 28, 2005. Amended by the board of directors of Northwest Natural Gas Company on December 15, 2005, effective December 15, 2005.

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EX-10.3

EXHIBIT 10.3

NORTHWEST NATURAL GAS COMPANY

DIRECTORS DEFERRED COMPENSATION PLAN

EFFECTIVE JUNE 1, 1981

RESTATED AS OF DECEMBER 15, 2005

Table of Contents

		Page
1.	Restatement	1
2.	Election by Directors	1
3.	Accounts	2
4.	Interest	4
5.	Terms of Payment	4
6.	Death of Director	6
7.	Administration	6
8.	Definitions; Change in Control; Corporate Transaction	6
9.	Amendment and Termination of the Plan	7
10.	Miscellaneous	8

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NORTHWEST NATURAL GAS COMPANY

DIRECTORS DEFERRED COMPENSATION PLAN

1. Restatement. The Board of Directors (the “Board”) of Northwest Natural Gas Company (hereinafter, the “Company”) adopted a Director’s Deferred Compensation Plan (hereinafter, the “Plan”) effective June 1, 1981, which was previously restated effective as of January 1, 1988, December 1, 1997 and December 1, 2001, amended effective as of July 1, 2002 and then restated again effective as of February 26, 2004. The existing Plan is amended by this Restatement, effective as of December 15, 2005.

2. Election by Directors.

(a) Eligibility. Any director of the Company or any corporation or other entity affiliated with or subsidiary to it (a “Director”) is eligible to elect to defer receipt of all or part of (i) the fees paid to him or her as a Director or as a member of a committee of the Board (“Fees”), or (ii) the shares (“NEDSCP Shares”) of restricted common stock of the Company (“Common Stock”) awarded to the Director under the Company’s Non-Employee Directors Stock Compensation Plan (“NEDSCP”). In addition, a Director may elect under the NEDSCP to receive awards under that plan as deferred cash credits (“NEDSCP Cash Credits”) rather than as NEDSCP Shares.

(b) Deferral of Fees. Any Director may elect, prior to the beginning of any calendar year, to defer receipt of fees for that calendar year, whether or not the fees are actually payable in that calendar year; and any newly elected Director prior to assuming office may elect to defer receipt of fees commencing after the date on which the Director assumes office. Any election under the preceding sentence shall apply only to fees earned subsequent to the date the election is filed. Total deferrals of Fees by a Director in a calendar year must be at least $1,500.

(c) Deferral of NEDSCP Shares. Any Director may elect, prior to the beginning of any calendar year, to defer receipt of unvested NEDSCP Shares that are scheduled to vest in that calendar year; and any newly elected Director prior to assuming office may elect to defer receipt of NEDSCP Shares that will vest in the remainder of the calendar year after the date on which the Director assumes office. Total deferrals of NEDSCP Shares by a Director in a calendar year must be at least 100% of the NEDSCP Shares scheduled to vest in that year. No deferral shall be allowed of NEDSCP Shares as to which a Director has made an election under Section 83(b) of the Internal Revenue Code.

(d) Continuation and Modification. An election to defer Fees or NEDSCP Shares by a Director shall automatically continue from year to year unless the Director terminates or modifies the election by written request. Any such termination or modification shall not become applicable until the calendar year following the year in which such written termination or modification is filed. In the event of a termination of a deferral election, any amounts already deferred by a Director shall not be paid until he or she ceases to serve as a Director, and then only pursuant to the terms, conditions, limitations and restrictions of the Plan.

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3. Accounts.

(a) Accounts. The Company shall establish on its books one, two or three separate accounts (individually, an “Account” and collectively, the “Accounts”) for each Director who participates in the Plan: a Stock Account, a Cash Account, and/or for each person who is a Director as of January 1, 1998, a Retirement Benefit Account. The number of NEDSCP Shares deferred by a Director shall be credited to the Stock Account. Any NEDSCP Cash Credits shall be credited to the Cash Account. Fees deferred by a Director shall be credited to the Stock Account or the Cash Account as elected by the Director at the time the Director elects to defer Fees. Such election may be divided between the two Accounts in increments of 25 percent of the deferred Fees covered by the election. An election between the Stock Account and the Cash Account shall be irrevocable as to the deferred Fees covered by the election and no transfers between the Stock Account and the Cash Account shall be permitted except as otherwise provided in Paragraph 3(f)(iv). The credit for deferred Fees shall be entered on the Company’s books of account each month at the time that Fees are paid to other Directors who do not elect to defer the payment of such Fees. The credit for deferred NEDSCP Shares shall be entered on the Company’s books of account as soon as practicable after January 1 of the year subject to the deferral. The credit for an NEDSCP Cash Credit shall be entered on the Company’s books of account effective as of the award date for such credit under the NEDSCP. No special fund shall be established nor shall any notes or securities be issued by the Company with respect to a Director’s Accounts.

(b) Stock Account. A Director’s Stock Account shall be denominated in shares of Common Stock, including fractional shares. With respect to each amount of Fees deferred to a Director’s Stock Account, the Stock Account shall be credited with a number of shares equal to the deferred Fees divided by the purchase price for shares of Common Stock under the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “DRSPP”) on the Investment Date (as defined in the DRSPP) next succeeding the day the deferred Fees would have been paid if not for the deferral. As of each date for payment of dividends on the Common Stock, the Stock Accounts shall be credited with an additional number of shares (including fractional shares) equal to the amount of dividends that would be paid on the number of shares recorded as the balance of the Stock Account as of the record date for such dividend divided by the purchase price for shares of Common Stock under the DRSPP for dividends reinvested on such payment date.

(c) Forfeiture of NEDSCP Shares or NEDSCP Cash Credits. If any NEDSCP Shares deferred by a Director under this Plan are forfeited under the terms of the NEDSCP, the Director’s Stock Account shall be reduced by the number of shares so forfeited. If any NEDSCP Cash Credits of a Director are forfeited under the terms of the NEDSCP, the Director’s Cash Account shall be reduced by the amount of NEDSCP Cash Credits so forfeited.

(d) Retirement Benefit Account. A Director’s Retirement Benefit Account shall be denominated in shares of Common Stock, including fractional shares. Effective as of January 1, 1998, Section 5 of Article III of the Company’s Bylaws has been amended to eliminate with respect to all persons who are Directors as of January 1, 1998 a provision for a retirement benefit payable to Directors who retire from the Board at age 72 with at least 10 years of service. Effective as of January 1, 1998, the Retirement Benefit Account of each person who

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is a Director on that date shall be credited with a number a shares of Common Stock determined by the Company as a replacement for the prior retirement benefit. As of each date for payment of dividends on the Common Stock, the Retirement Benefit Accounts shall be credited with an additional number of shares (including fractional shares) equal to the amount of dividends that would be paid on the number of shares recorded as the balance of the Retirement Benefit Account as of the record date for such dividend divided by the purchase price for shares of Common Stock under the DRSPP for dividends reinvested on such payment date. The Retirement Benefit Account of a Director shall be canceled, and all amounts credited to such account shall be forfeited, if the Director ceases to be a Director before reaching age 70 or before serving as a Director for 10 years; provided, however, that each Director’s Retirement Benefit Account will be fully vested and noncancellable upon the death of the Director, the disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) of the Director, or a Change in Control as defined in Paragraph 8.

(e) Statement of Account. At the end of each calendar quarter, a report shall be issued by the Company to each participating Director setting forth the balances of the Director’s Accounts under the Plan. The credit entries made to a Director’s Accounts constitute merely a general obligation of the Company to pay such Accounts to the Director, or to his or her beneficiary or estate when due under the Plan.

(f) Effect of Corporate Transaction on Stock Accounts and Retirement Benefit Accounts. At the time of consummation of a Corporate Transaction, if any, the amount credited to a Director’s Stock Account and Retirement Benefit Account shall be converted into a credit for cash or common stock of the acquiring company (“Acquiror Stock”) based on the consideration received by shareholders of the Company in the Corporate Transaction, as follows:

(i) Stock Transaction. If holders of Common Stock receive Acquiror Stock in the Corporate Transaction, then (1) the amount credited to each Director’s Stock Account and/or Retirement Benefit Account shall be converted into a credit for the number of shares of Acquiror Stock that the Director would have received as a result of the Corporate Transaction if the Director had actually held the Common Stock credited to his or her Stock Account and/or Retirement Benefit Account immediately prior to the consummation of the Corporate Transaction, and (2) Stock Accounts and Retirement Benefit Accounts will thereafter be denominated in shares of Acquiror Stock and ongoing deferrals of Fees and NEDSCP Shares, if any, shall continue to be made in accordance with outstanding deferral elections into the Stock Accounts as so denominated.

(ii) Cash or Other Property Transaction. If holders of Common Stock receive cash or other property in the Corporate Transaction, then (1) the amount credited to a Director’s Stock Account and/or Retirement Benefit Account shall be transferred to the Director’s Cash Account and converted into a cash credit for the amount of cash or the value of the property that the Director would have received as a result of the Corporate Transaction if the Director had actually held the Common Stock credited to his or her Stock Account and/or Retirement Benefit Account immediately prior to the consummation of the Corporate Transaction, and (2) Stock Accounts shall no longer exist under the Plan and all ongoing deferrals, if any, shall thereafter be made into Cash Accounts.

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(iii) Combination Transaction. If holders of Common Stock receive Acquiror Stock and cash or other property in the Corporate Transaction, then (1) the amount credited to each Director’s Stock Account and/or Retirement Benefit Account shall be converted in part into a credit for Acquiror Stock under Paragraph 3(f)(i) and in part into a credit for cash under Paragraph 3(f)(ii) in the same proportion as such consideration is received by shareholders, and (2) ongoing deferrals of Fees and NEDSCP Shares, if any, shall continue to be made in accordance with outstanding deferral elections into Stock Accounts in accordance with Paragraph 3(f)(i).

(iv) Election Following Stock Transaction. For a period of 12 months following the consummation of any Corporate Transaction which results in Directors having Stock Accounts and/or Retirement Benefit Accounts denominated in Acquiror Stock, each Director shall have a one-time right to elect to transfer the entire amount in the Director’s Stock Account and Retirement Benefit Account into the Director’s Cash Account. Such election shall be made by written notice to the Company and shall be effective on the date received by the Company. If such an election is made, the amount of cash to be credited to the Director’s Cash Account shall be determined by multiplying the number of shares of Acquiror Stock in the Director’s Stock Account and Retirement Benefit Account by the closing market price of the Acquiror Stock reported for the last trading day preceding the effective date of the election.

4. Interest. Interest shall be credited to the Cash Account balance (including both principal and interest) of each participating Director based on the balance at the end of each calendar quarter. The rate of interest to be applied at the end of each calendar quarter shall be the quarterly equivalent of an annual yield that is two (2%) percentage points higher than the annual yield on Moody’s Average Corporate Bond Yield for the preceding quarter, as published by the Moody’s Investors Service, Inc. (or any successor thereto), or if such index is no longer published, a substantially similar index selected by the Board. At no time shall the interest rate be less than six percent (6%) annually. The interest credit shall continue to be applied to the Cash Account of a Director, even if ceasing to serve as a Director, until all amounts credited to his or her Cash Account have been paid. Said interest shall be calculated quarterly, based upon the average daily balance of the Director’s Cash Account since the preceding calendar quarter, after giving effect to any reduction in the Cash Account as a result of any payments. The remaining annual payments will be recomputed to reflect the additional interest credits.

5. Terms of Payment.

(a) Plan Benefits. The amounts contained in a Director’s Accounts are subject to the terms of payment as set forth in this paragraph. When a Director ceases to serve as a Director of the Company, either by retirement or otherwise, the individual shall be entitled to payment of the amounts in his or her Accounts.

(b) Timing of Benefit Payment. At the time the Director elects to defer Fees or NEDSCP Shares or to receive NEDSCP Cash Credits in lieu of NEDSCP Shares, and with respect to Retirement Benefit Accounts before January 1, 1998, the Director may designate the number of annual installments, not to exceed ten, in which the applicable Account balance shall be paid, or the Director may elect to receive such Account balance in a lump sum payment, or in a combination of a partial lump sum and the remainder in installment payments. A Director may

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elect to modify such election by filing a change of payment designation which shall supersede the prior form of payment designation for any one (1) or more deferral periods. If the Director’s most recent change of payment designation has not been filed one (1) full calendar year prior to the year in which the Director ceases to serve as a Director of the Company, the prior election shall be used to determine the form of payment. For example, a Director leaving the Board in 2003 must file a written request with the Committee by December 31, 2001 to change his form of payment designation.

(c) Form of Benefit Payment. Benefits payable to a Director from a Stock Account or a Retirement Benefit Account shall only be paid to such Director as a distribution of Common Stock plus cash for fractional shares. Benefits payable to a Director from a Cash Account shall only be paid to such Director in cash.

(d) Commencement of Payment. Any lump sum payment or the first annual installment payment owed to a Director shall not be due earlier than the first business day of January in the year following the year in which he or she ceases to serve as a Director of the Company. In the event a Director terminates the election to defer Fees or NEDSCP Shares, any Fees or NEDSCP Shares already deferred shall not be payable to the Director until such time as he or she ceases to serve as a Director, and then only subject to the terms and conditions contained herein. The provisions of this paragraph are subject to the terms of Paragraph 6 covering the death of a Director and to the terms of Paragraph 8 covering a Change in Control.

(e) Payment to Guardian. If a benefit under the Plan is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Plan benefit to the guardian, legal representative or person responsible for the care and custody of such minor, incompetent or person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan benefit. Such distribution shall completely discharge the Committee and the Company from all liability with respect to such benefit.

(f) Withholding; Payroll Taxes. The Company shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law.

(g) Accelerated Distribution. Notwithstanding any other provision of the Plan, a Director shall be entitled to receive, upon written request to the Committee, a lump sum distribution equal to ninety percent (90%) of the vested Account balance as of the last day of the calendar quarter immediately preceding the day on which the Committee receives the written request. The remaining balance shall be forfeited by the Director. A Director who receives a distribution under this section shall be suspended from participation in the Plan for 12 months, but such suspension shall not apply to crediting of NEDSCP Cash Credits. The amount payable under this section shall be paid in a lump sum within 65 days following the receipt of the notice by the Committee from the Director.

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6. Death of Director.

(a) Plan Death Benefit. Upon the death of a Director or a former Director prior to the receipt of the full amount credited to his or her Accounts, the balance of the Director’s Accounts shall be paid to the designated beneficiary or beneficiaries in the manner elected in writing by the Director at the time of the deferral election, or if no such election is made, by lump sum payment.

(b) Beneficiary. At the time a Director elects to defer payment of Fees or NEDSCP Shares or to receive NEDSCP Cash Credits in lieu of NEDSCP Shares, and with respect to Retirement Benefit Accounts before January 1, 1998, the Director may designate a beneficiary or beneficiaries. If greater than 50% of the benefit is designated to a beneficiary other than the Director’s spouse, such beneficiary designation shall be consented to by the Director’s spouse. Such designation may be changed by the Director at any time without the consent of a beneficiary, subject to the spousal consent requirement above. If no designated beneficiary survives the Director or former Director, the balance of the Director’s Accounts shall be paid to the Director’s estate.

7. Administration.

(a) Committee Duties. This Plan shall be administered by the Organization and Executive Compensation Committee of the Board (the “Committee”). The Committee shall have responsibility for the general administration of the Plan and for carrying out its intent and provisions. The Committee shall interpret the Plan and have such powers and duties as may be necessary to discharge its responsibilities. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

(b) Binding Effect of Decisions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

(c) Indemnity of Committee. To the extent permitted by applicable law, the Company shall indemnify, hold harmless and defend the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, provided that the members of the Committee were acting in accordance with the applicable standard of care.

8. Definitions; Change in Control; Corporate Transaction.

(a) For purposes of this Plan, a “Change in Control” of the Company shall mean the occurrence of any of the following events:

(i) The consummation of:

(A) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of

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the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

(ii) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(iii) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

(b) For purposes of this Plan, a “Corporate Transaction” shall mean any of the following:

(i) any consolidation, merger or plan of share exchange involving the Company pursuant to which shares of Common Stock would be converted into cash, securities or other property; or

(ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

9. Amendment and Termination of the Plan.

(a) Amendment. The Board may at any time amend the Plan in whole or in part; provided, however, that upon a Change in Control, no amendment shall be effective to change the payout schedule in Paragraph 9(b)(ii), and further provided that no amendment shall decrease or restrict the amount credited to any Account maintained under the Plan as of the date of amendment. An amendment affecting the interest rate credited under Paragraph 4 shall not become effective before the first day of the calendar year which follows the adoption of the amendment and at least 30 days written notice of the amendment to the Director. An amendment affecting the interest rate credited under Paragraph 4 that is adopted after a Change in Control shall apply only to those amounts credited to Directors’ Accounts after the Change in Control.

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(b) Termination. The Board may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Company.

(i) Partial Termination. The Board may partially terminate the Plan by instructing the Committee not to accept any additional deferrals. In the event of such a partial termination, the Plan shall continue to operate and be effective with regard to deferrals entered into prior to the effective date of such partial termination.

(ii) Complete Termination. The Board may completely terminate the Plan by instructing the Committee not to accept any additional deferrals, and terminate all ongoing deferrals. The Plan shall cease to operate and the Committee shall pay out to each Director the balance in each of his or her Accounts in a lump sum or in equal annual installments amortized over the period listed in the payout schedule below based on the balance in the particular Account at the time of such complete termination:

Payout Schedule

Appropriate Account Balance	Payout Period
Less than $10,000	Lump sum
$10,000 but less than $50,000	Lesser of 5 years or period elected in Participation Agreement
More than $50,000	Period elected in Participation Agreement

Interest earned on the unpaid balance in the Director’s Cash Account shall be the applicable interest rate at the end of the calendar quarter immediately preceding the effective date of such complete termination.

10. Miscellaneous.

(a) Unsecured General Creditor. The Accounts shall be established solely for the purpose of measuring the amounts owed to a Director or beneficiary under the Plan. Directors and their beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company, nor shall they be beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Company. Except as may be provided in Paragraph 10(b), such policies, annuity contracts or other assets of the Company shall not be held under any trust for the benefit of the Directors, their beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

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(b) Trust Fund. The Company shall be responsible for the payment of all benefits provided under the Plan. At its discretion, the Company may establish one or more trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of such benefits. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company.

(c) Nonassignability. No assignment or alienation may be made of any deferred fees or interest thereon, except in accordance with Paragraph 6.

(d) Governing Law. The provisions of this Plan shall be construed and interpreted according to the laws of the State of Oregon.

(e) Successors. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.

(f) The foregoing restatement of the Plan was approved by the Board of Directors of Northwest Natural Gas Company on December 15, 2005.

	NORTHWEST NATURAL GAS COMPANY
	By:	/S/    MARK S. DODSON
ATTEST: /S/    C. J. RUE

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EX-10.4

EXHIBIT 10.4

NORTHWEST NATURAL GAS COMPANY

EXECUTIVE DEFERRED COMPENSATION PLAN

2005 RESTATEMENT

Effective January 1, 1987

Restated as of December 15, 2005

TABLE OF CONTENTS

		PAGE
ARTICLE I	PURPOSE	1
1.1	Restatement	1
1.2	Purpose	1
ARTICLE II	DEFINITIONS	1
2.1	Account	1
2.2	Acquiror Stock	1
2.3	Base Annual Salary	1
2.4	Beneficiary	1
2.5	Board	1
2.6	Bonus	2
2.7	Cash Compensation	2
2.8	Change in Control	2
2.9	Committee	2
2.10	Common Stock	2
2.11	Compensation	2
2.12	Corporate Transaction	2
2.13	Corporation	3
2.14	Deferral Commitment	3
2.15	Deferral Deadline	3
2.16	Deferred Cash Compensation	3
2.17	Deferred Compensation Account Benefit	3
2.18	Determination Date	3
2.19	Disability	4
2.20	Executive	4
2.21	Financial Hardship	4
2.22	Interest	4
2.23	LTIP Compensation	4
2.24	Matching Contribution	4
2.25	Participation Agreement	4
2.26	Plan Benefits	4
2.27	Retirement	4
2.28	Retirement Plan	4
2.29	Supplemental Retirement Benefit	4
2.30	Trust	5
ARTICLE III	DEFERRAL COMMITMENTS	5
3.1	Participation	5
3.2	Deferral Election	5

i

TABLE OF CONTENTS

(Continued)

		PAGE
ARTICLE IV	DEFERRED COMPENSATION ACCOUNTS	6
4.1	Accounts	6
4.2	Matching Contribution	6
4.3	Stock Account	6
4.4	Cash Account	7
4.5	Effect of Corporate Transaction on Stock Accounts	7
4.6	Statement of Account	8
ARTICLE V	PLAN BENEFITS	8
5.1	Plan Benefit	8
5.2	Commencement of Payments.	8
5.3	Lump Sum or Installment Payments.	8
5.4	Form of Benefit Payment	9
5.5	Hardship Distributions	9
5.6	Death Benefit	9
5.7	Supplemental Retirement Benefit	9
5.8	Withholding; Payroll Taxes	10
5.9	Payment to Guardian	10
5.10	Accelerated Distribution	10
ARTICLE VI	BENEFICIARY DESIGNATION	11
6.1	Beneficiary Designation	11
6.2	Amendments	11
6.3	No Beneficiary Designation	11
6.4	Effect of Payment	11
ARTICLE VII	ADMINISTRATION	11
7.1	Committee; Duties	11
7.2	Agents	11
7.3	Binding Effect of Decisions	12
7.4	Indemnity of Committee	12
ARTICLE VIII	CLAIMS PROCEDURE	12
8.1	Claim	12
8.2	Denial of Claim	12
8.3	Review of Claim	12
8.4	Final Decision	12

ii

TABLE OF CONTENTS

(Continued)

		PAGE
ARTICLE IX	AMENDMENT AND TERMINATION OF THE PLAN	12
9.1	Amendment	12
9.2	Corporation’s Right to Terminate	13
ARTICLE X	MISCELLANEOUS	14
10.1	Unfunded Plan	14
10.2	Unsecured General Creditor	14
10.3	Trust Fund	14
10.4	Nonassignability	14
10.5	Not a Contract of Employment	15
10.6	Protective Provision	15
10.7	Governing Law	15
10.8	Validity	15
10.9	Notice	15
10.10	Successors	15

iii

NORTHWEST NATURAL GAS COMPANY

EXECUTIVE DEFERRED COMPENSATION PLAN

Effective as of January 1, 1987

Restated as of December 15, 2005

ARTICLE I

PURPOSE

1.1 Restatement. Northwest Natural Gas Company adopted an Executive Deferred Compensation Plan (the “Plan”) effective January 1, 1987, which was previously restated effective as of January 1, 2001 and then restated again effective as of January 1, 2003. The existing plan is amended and restated by this Restatement, effective as of December 15, 2005.

1.2 Purpose. The purpose of this Executive Deferred Compensation Plan is to provide an unfunded deferred compensation plan for a select group of top management personnel.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1 Account. “Account” means the record or records maintained by the Corporation for each Executive in accordance with Article IV with respect to any deferral of Compensation pursuant to this Plan. An Account shall be either a “Stock Account” as described in Section 4.3 or a “Cash Account” as described in Section 4.4.

2.2 Acquiror Stock. “Acquiror Stock” is defined in Section 4.5.

2.3 Base Annual Salary. “Base Annual Salary” means the annual compensation payable to an Executive, excluding bonuses, commissions, LTIP Compensation and other noncash compensation.

2.4 Beneficiary. “Beneficiary” means the person, persons or entity designated under Article VI to receive any Plan Benefits payable after an Executive’s death.

2.5 Board. “Board” means the Board of Directors of Northwest Natural Gas Company or any successor thereto.

PAGE 1 - EXECUTIVE DEFERRED COMPENSATION PLAN

2.6 Bonus. “Bonus” means the compensation derived under the Corporation’s Executive Annual Incentive Plan or other similar incentive plan and payable in any year in a lump sum to an Executive.

2.7 Cash Compensation. “Cash Compensation” means the total Base Annual Salary and Bonus remuneration payable by the Corporation to the Executive for services.

2.8 Change in Control. “Change in Control” means the occurrence of any of the following events:

(a) The consummation of:

(i) any consolidation, merger or plan of share exchange involving the Corporation (a “Merger”) as a result of which the holders of outstanding securities of the Corporation ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Corporation;

(b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Corporation (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Corporation or any employee benefit plan sponsored by the Corporation) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Corporation, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

2.9 Committee. “Committee” means the Organization and Executive Compensation Committee, or such other Committee as may be designated by the Board.

2.10 Common Stock. “Common Stock” means common stock of the Corporation.

2.11 Compensation. “Compensation” means Cash Compensation and LTIP Compensation.

2.12 Corporate Transaction. “Corporate Transaction” means any of the following:

(a) any consolidation, merger or plan of share exchange involving the Corporation pursuant to which shares of Common Stock would be converted into cash, securities or other property; or

PAGE 2 - EXECUTIVE DEFERRED COMPENSATION PLAN

(b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Corporation.

2.13 Corporation. “Corporation” means Northwest Natural Gas Company, an Oregon corporation, or any successor thereto, and any corporations or other entities affiliated with or subsidiary to it that may be selected by the Board from time to time and which take action to adopt and implement this Plan.

2.14 Deferral Commitment. “Deferral Commitment” means a Deferral Commitment made by an Executive pursuant to Article III and for which a Participation Agreement has been submitted by the Executive to the Committee.

2.15 Deferral Deadline. “Deferral Deadline” means, for any Compensation payable to an Executive, the last day on which the Executive can submit a Participation Agreement to make a Deferral Commitment with respect to such Compensation. The Deferral Deadlines for various forms of Compensation shall be as follows:

(a) For Base Annual Salary payable in any calendar year, the Deferral Deadline shall be the last day of the previous calendar year; provided, however, that for a person who becomes an eligible Executive during a year, the Deferral Deadline for Base Annual Salary payable for the remainder of the year shall be 30 days after the person becomes an Executive and the Deferral Commitment shall only apply to Base Annual Salary payable after the Participation Agreement is submitted.

(b) For Bonus payable in any calendar year, including Bonus payable with respect to the Executive’s or the Corporation’s performance in the previous calendar year, the Deferral Deadline shall be the last day of the previous calendar year.

(c) For LTIP Compensation payable at any time, the Deferral Deadline shall be the date one year prior to the vesting date for time-based awards and the date one year prior to the last day of the award period for performance-based awards; provided, however, that the Deferral Deadline for any LTIP Compensation that becomes payable in any calendar year on an accelerated basis as a result of a Change in Control shall be the last day of the previous calendar year.

2.16 Deferred Cash Compensation. “Deferred Cash Compensation” means the amount of Cash Compensation that the Executive elects to defer pursuant to a Deferral Commitment.

2.17 Deferred Compensation Account Benefit. “Deferred Compensation Account Benefit” means the benefit payable to an Executive as calculated pursuant to Article IV and payable under Sections 5.1 through 5.6.

2.18 Determination Date. “Determination Date” means the last day of each calendar quarter.

PAGE 3 - EXECUTIVE DEFERRED COMPENSATION PLAN

2.19 Disability. “Disability” means a physical or mental condition that, in the opinion of the Committee, prevents the Executive from satisfactorily performing the Executive’s usual duties for the Corporation. The Committee’s decision as to Disability will be based upon medical reports and/or other evidence satisfactory to the Committee.

2.20 Executive. “Executive” means one of a select group of management or highly compensated employees of the Corporation, which shall consist of all executive officers of the Corporation and any other employee of the Corporation designated in writing by the Chief Executive Officer of the Corporation for participation in the benefits of the Plan.

2.21 Financial Hardship. “Financial Hardship” means a severe financial hardship to the Executive resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Financial Hardship shall be determined by the Committee on the basis of information supplied by the Executive in accordance with uniform guidelines promulgated from time to time by the Committee.

2.22 Interest. “Interest” is credited to Cash Accounts under the Plan and means the quarterly equivalent of an annual yield that is two percentage points (2%) higher than the annual yield on Moody’s Average Corporate Bond Yield for the preceding quarter, as published by Moody’s Investors Service, Inc. (or any successor thereto), or, if such index is no longer published, a substantially similar index selected by the Board. At no time shall the Interest Rate be less than six percent (6%) annually.

2.23 LTIP Compensation. “LTIP Compensation” means compensation paid to an Executive pursuant to an award under the Corporation’s Long Term Incentive Plan. LTIP Compensation may be payable to the Executive either in Common Stock (“Stock LTIP Compensation”) or in cash (“Cash LTIP Compensation”).

2.24 Matching Contribution. “Matching Contribution” means the contribution made by the Corporation and credited to the Executive’s Account under Section 4.2.

2.25 Participation Agreement. “Participation Agreement” means the agreement submitted by an Executive to the Committee no later than the applicable Deferral Deadline with respect to one or more Deferral Commitments.

2.26 Plan Benefits. “Plan Benefits” mean the Deferred Compensation Account Benefit and the Supplemental Retirement Benefit.

2.27 Retirement. “Retirement” means either early retirement, normal retirement, or disability retirement under the Retirement Plan.

2.28 Retirement Plan. “Retirement Plan” means the Corporation’s Retirement Plan for Non-Bargaining Unit Employees.

2.29 Supplemental Retirement Benefit. “Supplemental Retirement Benefit” means the benefit payable to an Executive under Section 5.7.

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2.30 Trust. “Trust” means the Northwest Natural Gas Company Umbrella Trust™ For Executives established by the Corporation in connection with this Plan.

ARTICLE III

DEFERRAL COMMITMENTS

3.1 Participation. An eligible Executive may elect to participate in the Plan by submitting a Participation Agreement to the Committee no later than the applicable Deferral Deadline. An election to defer Compensation by the Executive shall continue from year to year and shall be irrevocable with respect to Compensation once the Deferral Deadline for that Compensation has passed, but may be modified or terminated by written notice from the Executive at any time on or prior to the Deferral Deadline for that Compensation.

3.2 Deferral Election.

(a) Election to Defer Cash Compensation. An Executive may, no later than the applicable Deferral Deadline, elect to defer receipt of a certain whole percentage, up to fifty percent (50%), of the Base Annual Salary and a certain whole percentage, up to one hundred percent (100%), of any Bonus payable to the Executive as an employee of the Corporation.

(b) Election to Defer LTIP Compensation. An Executive may, no later than the applicable Deferral Deadline, elect to defer receipt of a certain whole percentage, up to one hundred percent (100%), of any Stock LTIP Compensation and a certain whole percentage, up to one hundred percent (100%), of any Cash LTIP Compensation that becomes payable to the Executive.

(c) FICA Withholding. Under current law, all Compensation and Matching Contributions credited to an Executive’s Accounts will be treated as wages subject to FICA tax, and the Corporation will be required to withhold FICA tax from the Executive. The amount required to be withheld for FICA tax with respect to any amount of deferred Compensation or related Matching Contribution shall be withheld from the non-deferred portion, if any, of the same Compensation; provided, however, that if the non-deferred portion of the Compensation is insufficient to cover the full required withholding, the Corporation shall withhold the remaining amount from other non-deferred Compensation payable to the Executive unless the Executive otherwise pays such remaining amount to the Corporation.

(d) Financial Hardship. Termination of the Executive’s election to defer may, solely in the Committee’s discretion, become applicable as soon as practicable after the Committee’s determination that the Executive has incurred Financial Hardship, as evidenced by the Executive to the Committee.

PAGE 5 - EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

4.1 Accounts. The Corporation shall establish on its books one or two separate Accounts for each Executive who elects to defer Compensation under the Plan: a Cash Account and/or a Stock Account. Compensation deferred by an Executive shall be credited to the Stock Account or the Cash Account as elected by the Executive at the time the Executive elects to defer Compensation. Such election may be divided between the two Accounts in increments of twenty-five percent (25%) of the deferred Compensation covered by the election. An Executive may change the allocation of new deferrals of Compensation between the Stock Account and the Cash Account, but such change shall apply to new deferrals only if it is submitted on or prior to the Deferral Deadline for such new deferrals. Once Compensation has been credited to the Stock Account or the Cash Account, no transfers between the Stock Account and the Cash Account shall be permitted except as otherwise provided in Section 4.5(d). The credit for deferred Compensation shall be entered on the Corporation’s books of account at the time that Compensation not deferred is paid or payable to the Executive.

4.2 Matching Contribution. The Corporation shall credit a Matching Contribution to an Executive’s Account based on the amount of Deferred Cash Compensation elected by the Executive; provided, however, that no Matching Contributions shall be made to the Account of any Executive who is not eligible to participate in the Corporation’s Retirement K Savings Plan until such time of eligibility. The amount of the Matching Contribution shall be equal to the excess of (a) the lesser of (i) sixty percent (60%) of the Executive’s Deferred Cash Compensation during the calendar year, or (ii) three and six-tenths percent (3.6%) of the Executive’s Cash Compensation during such calendar year, over (b) the amount, if any, the Corporation has contributed for such calendar year as a matching contribution for the Executive to the Retirement K Savings Plan. Matching Contributions shall be credited to the Executive’s Account on the last day of the calendar year in which the Matching Contribution was earned, and shall be allocated between the Executive’s Cash Account and Stock Account in the same ratio as Deferred Cash Compensation is allocated for the year.

4.3 Stock Account. An Executive’s Stock Account shall be denominated in shares of Common Stock, including fractional shares. With respect to Stock LTIP Compensation deferred to an Executive’s Stock Account, the number of deferred shares shall be credited to the Stock Account. With respect to each amount of Cash Compensation, Cash LTIP Compensation or Matching Contribution deferred to an Executive’s Stock Account, the amount of cash deferred shall be divided by the closing market price of the Common Stock reported for the last trading day preceding the date on which the Stock Account is to be credited, and the resulting number of shares (including fractional shares) shall be credited to the Executive’s Stock Account. As of each date for payment of dividends on the Common Stock, the Stock Accounts shall be credited with an additional number of shares (including fractional shares) equal to the amount of dividends that would be paid on the number of shares recorded as the balance of the Stock Account as of the record date for such dividend divided by the purchase price for shares of Common Stock under the Corporation’s Dividend Reinvestment and Direct Stock Purchase Plan for dividends reinvested on such payment date.

PAGE 6 - EXECUTIVE DEFERRED COMPENSATION PLAN

4.4 Cash Account. An Executive’s Cash Account shall be denominated in dollars. With respect to each amount of Cash Compensation, Cash LTIP Compensation or Matching Contribution deferred to an Executive’s Cash Account, an equal amount of dollars shall be credited to the Executive’s Cash Account. With respect to Stock LTIP Compensation deferred to an Executive’s Cash Account, the number of deferred shares shall be multiplied by the closing market price of the Common Stock reported for the last trading day preceding the date on which the Cash Account is to be credited, and the resulting number of dollars shall be credited to the Executive’s Cash Account. Interest on each Cash Account shall be calculated as of each Determination Date based upon the average daily balance of the Cash Account since the preceding Determination Date and shall be credited to the Cash Account at that time.

4.5 Effect of Corporate Transaction on Stock Accounts. At the time of consummation of a Corporate Transaction, if any, the amount credited to an Executive’s Stock Account shall be converted into a credit for cash or common stock of the acquiring company (“Acquiror Stock”) based on the consideration received by shareholders of the Corporation in the Corporate Transaction, as follows:

(a) Stock Transaction. If holders of Common Stock receive Acquiror Stock in the Corporate Transaction, then (i) the amount credited to each Executive’s Stock Account shall be converted into a credit for the number of shares of Acquiror Stock that the Executive would have received as a result of the Corporate Transaction if the Executive had actually held the Common Stock credited to his or her Stock Account immediately prior to the consummation of the Corporate Transaction, and (ii) Stock Accounts will thereafter be denominated in shares of Acquiror Stock and ongoing deferrals of Compensation shall continue to be made in accordance with outstanding Deferral Commitments into the Stock Accounts as so denominated.

(b) Cash or Other Property Transaction. If holders of Common Stock receive cash or other property in the Corporate Transaction, then (i) the amount credited to an Executive’s Stock Account shall be transferred to the Executive’s Cash Account and converted into a cash credit for the amount of cash or the value of the property that the Executive would have received as a result of the Corporate Transaction if the Executive had actually held the Common Stock credited to his or her Stock Account immediately prior to the consummation of the Corporate Transaction, and (ii) Stock Accounts shall no longer exist under the Plan and all ongoing deferrals shall thereafter be made into Cash Accounts.

(c) Combination Transaction. If holders of Common Stock receive Acquiror Stock and cash or other property in the Corporate Transaction, then (i) the amount credited to each Executive’s Stock Account shall be converted in part into a credit for Acquiror Stock under Section 4.5(a) and in part into a credit for cash under Section 4.5(b) in the same proportion as such consideration is received by shareholders, and (ii) ongoing deferrals into Stock Accounts pursuant to outstanding Deferral Commitments shall continue to be made into Stock Accounts in accordance with Section 4.5(a).

(d) Election Following Stock Transaction. For a period of 12 months following the consummation of any Corporate Transaction which results in Executives having Stock Accounts denominated in Acquiror Stock, each Executive shall have a one-time right to elect to transfer the entire amount in the Executive’s Stock Account into the Executive’s Cash

PAGE 7 - EXECUTIVE DEFERRED COMPENSATION PLAN

Account. Such election shall be made by written notice to the Corporation and shall be effective on the date received by the Corporation. If such an election is made, the amount of cash to be credited to the Executive’s Cash Account shall be determined by multiplying the number of shares of Acquiror Stock in the Executive’s Stock Account by the closing market price of the Acquiror Stock reported for the last trading day preceding the effective date of the election.

4.6 Statement of Account. As soon as practicable after each Determination Date, a report shall be issued by the Corporation to each participating Executive setting forth the balances of the Executive’s Accounts under the Plan as of the immediately preceding Determination Date.

ARTICLE V

PLAN BENEFITS

5.1 Plan Benefit. The Corporation shall pay Plan Benefits to each Executive pursuant to this Article V equal to the Executive’s Accounts.

5.2 Commencement of Payments.

(a) Payment of any Deferred Compensation Account Benefits under the Plan shall commence as of the earlier of:

(i) A date elected by the Executive as specified in the applicable Participation Agreement between the Corporation and the Executive; or

(ii) The first business day of January following the year of the Executive’s Retirement, total Disability or other termination of employment.

(b) Supplemental Retirement Benefits under Section 5.7 shall be made as of, or commence as of, the earliest date for which a monthly payment is payable to or for the Executive under the Retirement Plan.

5.3 Lump Sum or Installment Payments.

(a) At the time the Executive elects to defer Compensation, the Executive may also elect to receive Deferred Compensation Account Benefits either:

(i) In equal or approximately equal annual installments (the number of such installments not to exceed fifteen (15)) as designated by the Executive, with the amount of the installments being adjusted over the installment period to reflect changes in Interest or dividends credited to the Executive’s Accounts;

(ii) In a single sum payment; or

(iii) In a combination of partial lump sum payment, and remainder in installments.

PAGE 8 - EXECUTIVE DEFERRED COMPENSATION PLAN

(b) An Executive may elect to modify such election by filing a change of payment designation which shall supersede the prior form of payment designation in the Participation Agreement for Compensation deferred in any one (1) or more calendar years. If the Executive’s most recent change of payment designation has not been filed one (1) full calendar year prior to the year of Executive’s Retirement, Disability, other termination of employment or earlier date selected for commencement of payments, the prior election shall be used to determine the form of payment. For example, an Executive retiring in 2003 must file a written request with the Committee by December 31, 2001 to change the Executive’s form of payment designation.

5.4 Form of Benefit Payment. Benefits payable to an Executive from a Stock Account shall only be paid to such Executive as a distribution of Common Stock (or Acquiror Stock, if applicable) plus cash for fractional shares. Benefits payable to an Executive from a Cash Account shall only be paid to such Executive in cash.

5.5 Hardship Distributions. Notwithstanding the foregoing provisions of this Article V, payment from the Executive’s Accounts may be made to the Executive in the sole discretion of the Committee based upon a finding that an Executive has suffered a Financial Hardship. The amount of such a withdrawal shall be limited to the amount reasonably necessary to meet the Executive’s needs resulting from the Financial Hardship. If payment is made due to Financial Hardship under this Plan, the Executive’s deferrals shall cease for a twelve (12) month period. Any resumption of the Executive’s deferrals under the Plan after such twelve (12) month period shall be made only at the election of the Executive in accordance with Article III herein.

5.6 Death Benefit. Upon the death of the Executive or a former Executive prior to the receipt of the full amount of Deferred Compensation Account Benefits, the balance of such benefits shall be paid by the Corporation to the applicable surviving designated Beneficiary or Beneficiaries as soon as practicable in the manner elected in writing by the Executive, or, if no such election is made, by single sum payment.

5.7 Supplemental Retirement Benefit. Any Executive who elects to defer Compensation under this Plan and who also satisfies the eligibility requirements for payment of any benefit under the Retirement Plan shall qualify for further payment by the Corporation of Supplemental Retirement Benefits payable as an annuity under this Plan, as provided below:

(a) Amount. The amount payable by the Corporation each month during the time an annuity benefit is payable to the Executive or Executive’s Beneficiary(ies) under the Retirement Plan shall be:

(i) The amount that would be payable at such time under the Retirement Plan determined under Section 5.7(c) by treating all accrued benefits under the Retirement Plan as being payable only in the annuity form and by treating all Cash Compensation deferred by the Executive under this Plan as though it had been “paid” to or “received” by Executive in the year when the deferral was made, provided that all such deferred amounts shall be subject to the other applicable definitions and rules of the Retirement Plan relating to benefit determination; plus

PAGE 9 - EXECUTIVE DEFERRED COMPENSATION PLAN

(ii) The reduction, if any, in the amount of the “primary Social Security Benefit” which will actually be payable to the Executive, provided that such reduction results from the fact that Compensation deferred under this Plan causes the primary Social Security Benefit payable to the Executive to be reduced and that such reduction is not otherwise payable under Section 5.7(a)(i) above; minus

(iii) The amount actually payable at such time under the Retirement Plan as determined under Section 5.7(c) by treating all accrued benefits under the Retirement Plan as being payable only in the annuity form.

(b) Form and Duration. The form of Supplemental Retirement Benefit payable by the Corporation shall be the same annuity form, and shall be paid by the Corporation for the same duration, as the annuity benefit actually payable under the Retirement Plan. Such annuity benefit forms include (subject to any change in the Retirement Plan at the time payment begins) a standard life annuity (no survivorship benefit); a half (50%) or full (100%) joint and survivor annuity to the Executive and surviving spouse with or without a “pop-up” if the spouse dies before the Executive; a ten (10) year certain annuity which can provide death benefits to any surviving designated beneficiary; and a full (100%) joint and survivor benefit for the spouse of a vested married Executive who dies before retirement; and payees include the Executive and, if the operative form provides for payment after the Executive’s death, the Executive’s surviving spouse or other surviving designated Beneficiary(ies) or estate.

(c) Retirement Plan Lump Sum Election Ignored. Notwithstanding any election by an Executive to receive a portion of Executive’s Retirement Plan benefit as a lump sum, the amount of the Supplemental Retirement Benefit as determined under Section 5.7(a) and the form and duration of the Supplemental Retirement Benefit as determined under Section 5.7(b) shall be calculated and determined as if Executive were to receive Executive’s entire Retirement Plan accrued benefit in the same annuity form that applies to the annuity portion of Executive’s Retirement Plan benefit.

5.8 Withholding; Payroll Taxes. The Corporation shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law. However, a Beneficiary may elect in writing not to have withholding for federal income tax purposes pursuant to Section 3405(a)(2) of the Internal Revenue Code, or any successor provision thereto.

5.9 Payment to Guardian. If a Plan Benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his or her property, the Committee may direct payment of such Plan Benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan Benefit. Such distribution shall completely discharge the Committee and the Corporation from all liability with respect to such benefit.

5.10 Accelerated Distribution. Notwithstanding any other provision of the Plan, an Executive shall be entitled to receive, upon written request to the Committee, a lump sum distribution equal to ninety percent (90%) of the balance in the Executive’s Accounts as of the

PAGE 10 - EXECUTIVE DEFERRED COMPENSATION PLAN

Determination Date immediately preceding the date on which the Committee receives the written request. The remaining balance shall be forfeited by the Executive. An Executive who receives a distribution under this section shall be suspended from participation in the Plan for twelve (12) months. The amount payable under this section shall be paid in a lump sum within sixty-five (65) days following the receipt of the notice by the Committee from the Executive.

ARTICLE VI

BENEFICIARY DESIGNATION

6.1 Beneficiary Designation. Each Executive shall have the right, at any time, to designate any person or persons as the Executive’s Beneficiary or Beneficiaries (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of the Executive’s death prior to complete distribution of the benefits due under the Plan. If greater than fifty percent (50%) of the benefit is designated to a Beneficiary other than the Executive’s spouse, such Beneficiary designation shall be consented to by the Executive’s spouse. Each Beneficiary designation shall be in written form prescribed by the Committee and will be effective only when filed with the Committee during the Executive’s lifetime.

6.2 Amendments. Any Beneficiary designation may be changed by the Executive without the consent of any designated Beneficiary by the filing of a new Beneficiary designation with the Committee, subject to the spousal consent required in Section 6.1 above. The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed.

6.3 No Beneficiary Designation. In the absence of an effective Beneficiary designation, or if all designated Beneficiaries predecease the Executive or die prior to complete distribution of the Executive’s benefits, then the Executive’s designated Beneficiary shall be deemed to be the Executive’s estate.

6.4 Effect of Payment. The payment to the deemed Beneficiary shall completely discharge the Corporation’s obligations under this Plan.

ARTICLE VII

ADMINISTRATION

7.1 Committee; Duties. This Plan shall be administered by the Committee. The Committee shall have such powers as may be necessary to discharge its responsibilities. These powers shall include, but not be limited to, interpretation of the Plan provisions, determination of amounts due to any Executive, the rights of any Executive or Beneficiary under this Plan, the right to require any necessary information from any Executive, determine the amounts credited to Executive’s Accounts and Interest earned, and any other activities deemed necessary or helpful.

7.2 Agents. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Corporation.

PAGE 11 - EXECUTIVE DEFERRED COMPENSATION PLAN

7.3 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

7.4 Indemnity of Committee. To the extent permitted by applicable law, the Corporation shall indemnify, hold harmless and defend the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, provided that the members of the Committee were acting in accordance with the applicable standard of care.

ARTICLE VIII

CLAIMS PROCEDURE

8.1 Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing as soon as practicable.

8.2 Denial of Claim. If the claim or request is denied, the written notice of denial shall state:

(a) The reasons for denial, with specific reference to the Plan provisions on which the denial is based;

(b) A description of any additional material or information required and an explanation of why it is necessary; and

(c) An explanation of the Plan’s claim review procedure.

8.3 Review of Claim. Any person whose claim or request is denied or who has not received a response within thirty (30) days may request review by notice given in writing to the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

8.4 Final Decision. The decision on review shall normally be made within sixty (60) days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.

ARTICLE IX

AMENDMENT AND TERMINATION OF THE PLAN

9.1 Amendment. The Board may at any time amend the Plan in whole or in part, subject to the following:

(a) Upon a Change in Control, no amendment shall be effective to change the payout schedule in Section 9.2(b).

PAGE 12 - EXECUTIVE DEFERRED COMPENSATION PLAN

(b) No amendment shall be effective to decrease or restrict the amount credited to any Account maintained under the Plan as of the date of the amendment. Changes in the definition of Interest shall be subject to the following restrictions:

(i) Notice. A change shall not become effective before the first day of the calendar year which follows the adoption of the amendment and at least thirty (30) days written notice of the amendment to the Executive.

(ii) Change in Control. Any change in the definition of Interest after a Change in Control shall apply only to those amounts credited to the Executive’s Account after the Change in Control.

9.2 Corporation’s Right to Terminate. The Board may at any time partially or completely terminate the Plan, if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Corporation.

(a) Partial Termination. The Board may partially terminate the Plan by instructing the Committee not to accept any additional Deferral Commitments. In the event of such a partial termination, the Plan shall continue to operate and be effective with regard to Deferral Commitments entered into prior to the effective date of such partial termination.

(b) Complete Termination. The Board may completely terminate the Plan by instructing the Committee not to accept any additional Deferral Commitments, and terminating all ongoing Deferral Commitments. The Plan shall cease to operate and the Committee shall pay out to each Executive the balance in the Executive’s Accounts in a lump sum or in equal annual installments amortized over the period listed in the payout schedule below based on the total balance in the Executive’s Accounts at the time of such complete termination:

PAYOUT SCHEDULE

Total Balance of Accounts	Payout Period
Less than $10,000	Lump sum
$10,000 but less than $50,000	Lesser of 5 years or period elected in Participation Agreement
More than $50,000	Period elected in Participation Agreement

Interest earned on the unpaid balance in the Executive’s Cash Account shall be the applicable Interest rate on the Determination Date immediately preceding the effective date of such complete termination.

PAGE 13 - EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE X

MISCELLANEOUS

10.1 Unfunded Plan. This Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Plan shall terminate and no further benefits shall accrue hereunder in the event it is determined by a court of competent jurisdiction or by an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA which is not so exempt. In the event of a termination under this Section 10.1, all ongoing Deferral Commitments shall terminate, no additional Deferral Commitments will be accepted by the Committee, and the amount of each Executive’s Account balance shall be distributed to such Executive at such time and in such manner as the Committee, in its sole discretion, determines.

10.2 Unsecured General Creditor. The Accounts shall be established solely for the purpose of measuring the amounts owed to Executives or their Beneficiaries under this Plan. Executives and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Corporation, nor shall they be Beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Corporation. Except as may be provided in Section 10.3, such policies, annuity contracts or other assets of the Corporation shall not be held under any trust for the benefit of the Executives, their Beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Corporation under this Plan. Any and all of the Corporation’s assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Corporation. The Corporation’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

10.3 Trust Fund. The Corporation shall be responsible for the payment of all benefits provided under the Plan. The Corporation shall establish the Trust, with such trustee or trustees as the Board may approve, for the purpose of providing for the payment of such benefits. The Trust shall be irrevocable, but the assets thereof shall be subject to the claims of the Corporation’s creditors. To the extent any benefits provided under the Plan are actually paid from the Trust, the Corporation shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Corporation.

10.4 Nonassignability. Neither an Executive nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by an Executive or any other person, nor be transferable by operation of law in the event of an Executive’s or any other person’s bankruptcy or insolvency.

PAGE 14 - EXECUTIVE DEFERRED COMPENSATION PLAN

10.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Corporation and the Executive, and the Executive (or the Executive’s Beneficiary) shall have no rights against the Corporation except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give an Executive the right to be retained in the service of the Corporation or to interfere with the right of the Corporation to discipline or discharge the Executive at any time.

10.6 Protective Provision. An Executive will cooperate with the Corporation by furnishing any and all information requested by the Corporation, in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as the Corporation may deem necessary and taking such other actions as may be requested by the Corporation.

10.7 Governing Law. The provisions of this Plan shall be construed and interpreted according to the laws of the State of Oregon, except as preempted by federal law.

10.8 Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provisions had never been inserted herein.

10.9 Notice. Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee or the Secretary of the Corporation. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

10.10 Successors. The provisions of this Plan shall bind and inure to the benefit of the Corporation and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Corporation, and successors of any such corporation or other business entity.

NORTHWEST NATURAL GAS COMPANY
By:	/S/    MARK S. DODSON
Attest:	/S/     C.J. RUE

PAGE 15 - EXECUTIVE DEFERRED COMPENSATION PLAN

EX-10.5

EXHIBIT 10.5

NORTHWEST NATURAL GAS COMPANY

UMBRELLA TRUST™ FOR DIRECTORS

EFFECTIVE JANUARY 1, 1991

RESTATED AS OF DECEMBER 15, 2005

NORTHWEST NATURAL GAS COMPANY
One Pacific Square
220 N.W. 2nd
Portland, Oregon 97209	Company
WACHOVIA BANK, N.A.
301 North Main Street
Winston-Salem, North Carolina 27150-3099	Trustee

TABLE OF CONTENTS

			Page
Preamble
ARTICLE I	Effective Date; Duration		2
	1.01	Effective Date.	2
	1.02	Duration.	2
	1.03	Revocability.	3
	1.04	Change in Control.	3
ARTICLE II	Trust Fund		4
	2.01	Contributions.	4
	2.02	Investments.	6
	2.03	Recapture of Excess Assets.	8
	2.04	Subtrusts.	9
	2.05	Substitution of Other Property.	9
	2.06	Administrative Powers of Trustee.	10
ARTICLE III	Administration		13
	3.01	Committee.	13
	3.02	Payment of Benefits.	13
	3.03	Records.	14
	3.04	Accountings.	14
	3.05	Expenses and Fees.	15
ARTICLE IV	Liability		15
	4.01	Indemnity.	15
	4.02	Bonding.	15
ARTICLE V	Insolvency		15
	5.01	Determination of Insolvency.	15
	5.02	Insolvency Administration.	16
	5.03	Termination of Insolvency Administration.	16
	5.04	Creditors’ Claims During Solvency.	17
ARTICLE VI	Successor Trustees		17
	6.01	Resignation and Removal.	17
	6.02	Appointment of Successor.	17
	6.03	Accountings; Continuity.	18

i

ARTICLE VII	General Provisions		18
	7.01	Interests Not Assignable.	18
	7.02	Amendment.	18
	7.03	Applicable Law.	19
	7.04	Agreement Binding on All Parties.	19
	7.05	Notices and Directions.	19
	7.06	No Implied Duties.	19

EXHIBIT A

ii

INDEX OF TERMS

TERM	PROVISION	PAGE
Acquiror Stock	2.02-3	7
Act	1.04-2(c)	4
Board	1.02-3	2
Cash Benefits	2.01-1	4
Change in Control	1.04-2	3
Code	1.02-3	2
Committee	Preamble	1
Common Stock	2.01-2	5
Company	Heading	1
Contract(s)	2.02-1	6
Corporate Transaction	1.04-3	4
DDCP	Preamble	1
DRSPP	2.02-2	7
ERISA Funding	1.02-4	3
Excess Assets	2.03-2	8
Experts	2.06-2	11
Incumbent Directors	1.04-2(b)	4
Insolvency Administration	5.01-3	16
Insolvent	5.01-1	15
Insurer	2.02-1	6
Merger	1.04-2(a)	4
NEDSCP	2.01-2	5
Plans	Preamble	1
Potential Change In Control	2.01-3	5
Retirement Bylaw	Preamble	1
Solvency	5.04-2	17
Subtrusts	2.04	9
Tax Funding	1.02-5	3
Triggering Event	2.01-3	5
Trustee	Heading	1
Voting Securities	1.04-2(a)	4
Written Consent of Participants	1.02-6	3

iii

NORTHWEST NATURAL GAS COMPANY

UMBRELLA TRUST™ FOR DIRECTORS

EFFECTIVE JANUARY 1, 1991

RESTATED AS OF DECEMBER 15, 2005

NORTHWEST NATURAL GAS COMPANY
One Pacific Square
220 N.W. 2nd
Portland, Oregon 97209	Company
WACHOVIA BANK, N.A.
301 North Main Street
Winston-Salem, North Carolina 27150-3099	Trustee

The Company has adopted the following plans (the “Plans”) for the benefit of directors of the Company and its affiliates:

Northwest Natural Gas Directors Deferred Compensation Plan (“DDCP”)

Bylaws Article III, Section 5 on Directors Retirement Benefits (“Retirement Bylaw”)

The Plans are administered by an administrative committee (the “Committee”) appointed by the Company. If the Plans are administered by more than one (1) Committee at any time, references in this Trust Agreement to the Committee which relate to a particular Plan shall refer to the Committee which administers that Plan, and, if the reference does not relate to a particular Plan, shall refer to all of such Committees. The purpose of this trust is to give Plan participants greater security by placing assets in trust for use only to pay benefits or, if the Company becomes insolvent, to pay creditors. The trust is intended to be a grantor trust, the income of which is taxable to the Company. No contribution to or income of the trust is to be taxable to Plan participants until benefits are distributed to them.

The Company and the original trustee of this trust established this trust effective as of January 1, 1991 pursuant to a Trust Agreement dated as of that date. The Company and the Trustee restated this trust effective as of December 1, 2001, amended it effective as of February 27, 2003 pursuant to an Amendment No. 1 dated as of that date and amended it again effective as of February 24, 2005 pursuant to an Amendment No. 2 dated as of that date. The Company and the Trustee now hereby amend and restate this trust effective as of December 15, 2005 on the following terms:

1

ARTICLE I

Effective Date; Duration

1.01 Effective Date.

This trust shall be effective January 1, 1991. The trust year shall coincide with the Company’s fiscal year, which is the calendar year.

1.02 Duration.

1.02-1 This trust shall continue in effect until all the assets of the trust fund are exhausted through distribution of benefits to participants, reimbursement of benefits paid by the Company pursuant to Section 3.02-5, payment to general creditors in the event of insolvency, payment of fees and expenses of the Trustee, and return of remaining funding of a Subtrust pursuant to 1.02-2.

1.02-2 Except as provided in 1.03, the trust shall be irrevocable with respect to amounts contributed to it for a Plan until all benefit rights covered by the Subtrust for that Plan are satisfied. The Trustee shall then return to the Company any assets remaining in the Subtrust for that Plan.

1.02-3 If the existence of this trust is held to be ERISA Funding or Tax Funding by a federal court and appeals from that holding are no longer timely or have been exhausted, this trust shall terminate. The Board of Directors of the Company (the “Board”) may also terminate this trust if it determines, based on an opinion of legal counsel which is satisfactory to the Trustee, that either (i) judicial authority or the opinion of the U.S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations, advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the trust will be held to be ERISA Funding or Tax Funding, or (ii) ERISA or the Internal Revenue Code (the “Code”) requires the trust to be amended in a way that creates a significant risk that the trust will be held to be ERISA Funding or Tax Funding, and failure to so amend the trust could subject the Company to material penalties. Upon such determination, the assets of each Subtrust remaining after payment of the Trustee’s fees and expenses shall be distributed as follows:

(a) Such assets shall be transferred to a new trust established by the Company which is not deemed to be ERISA Funding or Tax Funding, but which is similar in all other respects to this trust, if the Company determines that it is possible to establish such a trust.

(b) If the Company determines that it is not possible to establish the trust in (a) above, then the assets shall be distributed to the Company if the Written Consent of Participants, as defined in 1.02-6, is obtained for such distribution.

(c) If the Company determines that it is not possible to establish the trust in (a) above and the Written Consent of Participants is not obtained to distribute the assets to the Company, then the assets shall be allocated in proportion to the accrued and vested benefits of the participants and distributed to them in lump sums. Any assets remaining shall be distributed to the Company.

2

(d) Notwithstanding the foregoing, the Trustee shall distribute funds to a participant to the extent that a federal court has held that the interest of the participant in this trust is includible for federal income tax purposes in the gross income of the participant prior to actual payment of Plan benefits to the participant and appeals from that holding are no longer timely or have been exhausted. This provision shall also apply to any beneficiary of a participant.

1.02-4 This trust is “ERISA Funding” if it prevents any of the Plans from meeting the “unfunded” criterion of the exceptions to various requirements of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) for plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

1.02-5 This trust is “Tax Funding” if it causes the interest of a participant in this trust to be includible for federal income tax purposes in the gross income of the participant prior to actual payment of Plan benefits to the participant.

1.02-6 “Written Consent of Participants” means, for the purposes of this trust, consent in writing by participants who (i) are a majority in number and (ii) have at least sixty-six and two-thirds percent (66-2/3%) in value of the accrued benefits of all participants in the Plans which are subject to this trust on the date of such consent.

1.03 Revocability.

1.03-1 This trust shall become irrevocable upon the issuance by the Internal Revenue Service of a private letter ruling establishing that its existence and ownership of assets do not cause the benefit rights of participants under the Plans to be taxable currently. If such a ruling is denied or if the Internal Revenue Service declines to issue such a ruling, the Company may revoke the trust and take possession of all assets held by the Trustee for the trust.

1.03-2 Notwithstanding the provisions of 1.03-1, if any of the events described in 2.01-4 has occurred, the Company may declare the trust to be irrevocable.

1.04 Change in Control.

1.04-1 On a Change in Control described in 1.04-2, the trust assets shall be held for participants who had benefit rights under the Plans before the Change in Control occurred. If the Company makes contributions for benefits owed to new participants under a Plan following a Change in Control, such contributions and any insurance contracts or other assets purchased with them shall be held in a new Subtrust separate from the existing Subtrust for previous participants. The existing Subtrust shall cover all the benefits provided by the Plan for a previous participant, including benefits accrued after the Change in Control.

1.04-2 A “Change in Control” means the occurrence of any of the following events:

3

(a) The consummation of:

(i) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

(b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934 (the “Act”), other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Act), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

1.04-3 “Corporate Transaction” means any of the following:

(a) any consolidation, merger or plan of share exchange involving the Company pursuant to which shares of Common Stock would be converted into cash, securities or other property; or

(b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

ARTICLE II

Trust Fund

2.01 Contributions.

2.01-1 The Company shall contribute to the trust such amounts as the Committee shall reasonably decide are necessary to provide for all benefits payable under the Plans in cash (“Cash Benefits”). The time of payment of such contributions shall be decided by the Committee, except as provided in 2.01-3.

4

2.01-2 If a participant in the DDCP elects under the DDCP to defer shares of common stock of the Company (“Common Stock”) awarded to the participant under the Company’s Non-Employee Directors Stock Compensation Plan (the “NEDSCP”), promptly after the deferral election becomes irrevocable the Administrator of the NEDSCP shall cause the Common Stock subject to such irrevocable deferral to be transferred to the Trustee as a contribution to this trust. The Common Stock so contributed shall nevertheless remain subject to forfeiture under the terms of the NEDSCP prior to vesting under the NEDSCP. If a participant in the DDCP elects under the DDCP to defer Fees (as defined in the DDCP) into the participant’s Stock Account (as defined in the DDCP), the amount of such Fees deferred to the participant’s Stock Account shall be contributed by the Company to the trust at the time that Fees are paid to other directors who do not elect to defer the payment of such Fees. As soon as practicable after January 1, 1998, the Company shall contribute to the trust a number of shares of Common Stock equal to the number of shares of Common Stock credited to the Retirement Benefit Accounts (as defined in the DDCP) of all Directors under the DDCP.

2.01-3 The Company shall, upon the occurrence of any of the events described in 2.01-4 (“Triggering Event”) and annually thereafter if the Triggering Event results in a Change in Control, contribute to the trust the sum of the following:

(a) The present value of the remaining premiums and the interest on any policy loan on insurance contracts held in the trust.

(b) The amount by which the present value of all Cash Benefits payable under the Plans exceeds the value of all trust assets other than those required under 2.02-2 or 2.02-3 to be invested in Common Stock or Acquiror Stock. Each participant’s Cash Benefit for purposes of calculating present value shall be the highest Cash Benefit the participant would have under the Plan within the twenty-four (24) months following the Triggering Event, assuming that no changes are made in the participant’s level of income or deferral, that service on the Board continues for twenty-four (24) months at the same rate of compensation, and that the participant receives any benefit enhancement provided by the Plans upon a Change in Control. The insurance contracts shall be valued at cash surrender value, and other assets of the trust shall be valued at their fair market value.

(c) A reasonable estimate provided by the Trustee of its fees due over the remaining duration of the trust.

Any contribution to the trust under 2.01-3 due to a Triggering Event shall be returned to the Company one (1) year after delivery of such contribution to the Trustee unless a Change in Control shall have occurred during such one (1) year period, if the Company requests such return within forty-five (45) days after such one (1) year period. If no such request is made within the forty-five (45) day period, then, subject to 2.03-1, the contribution shall become a permanent part of the trust fund. The one (1) year period shall start over again in the event of and upon the date of any subsequent Potential Change in Control. A “Potential Change in Control” shall include the events described in 2.01-4(a) or (b).

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2.01-4 The events referred to in 2.01-3 shall include the following:

(a) The Company becomes aware that preliminary or definitive copies of a proxy statement and information statement or other information have been filed with the Securities and Exchange Commission pursuant to Rule 14a-6, Rule 14c-5, or Rule 14f-1 under the Act relating to a Potential Change in Control of the Company.

(b) The delivery to the Company pursuant to Rule 14d-3 under the Act of a Tender Offer Statement relating to Voting Securities of the Company.

(c) The termination of any of the Plans by the Company or any amendment to any of the Plans which would reduce the accrued benefits currently provided for under any of such Plans.

(d) Failure by the Company to contribute, within sixty (60) days of receipt of a written notice from the Trustee, the full amount of any insufficiency in trust assets that is required to pay any benefit that is payable upon a direction from the Committee pursuant to 3.02-2.

2.01-5 The calculations required under 2.01-3 shall be based on the actuarial assumptions set forth in the attached Exhibit A, which, prior to a Change in Control, may be revised by the Committee from time to time. For purposes of 2.01-3(a), the discount rate shall be the same as the rate applied to determine the present value of all Cash Benefits payable under the Plans.

2.01-6 The Trustee shall accept the contributions made by the Company and shall hold them as a trust fund for the payment of benefits under the Plans. The Trustee shall not be responsible for determining the required amount of contributions or for collecting any contribution not voluntarily paid. Contributions may be in cash or in kind.

2.02 Investments.

2.02-1 Except as provided in 2.02-2 or 2.02-3, the trust fund may be invested in insurance contracts (“Contracts”). Such Contracts may be purchased by the Company and transferred to the Trustee as in-kind contributions or may be purchased by the Trustee with the proceeds of cash contributions. The purchase and holding of such Contracts shall be an investment directed by the Company, pursuant to 2.02-5. The Trustee shall have the power to exercise all rights, privileges, options and elections granted by or permitted under any Contract or under the rules of the insurance company (“Insurer”). Prior to the occurrence of any of the events referred to in 2.01-4, the exercise by the Trustee of any incidents of ownership under any Contract shall be subject to the direction of the Committee.

Notwithstanding anything contained herein to the contrary, neither the Company nor the Trustee shall be liable for the refusal of any Insurer to issue or change any Contract or Contracts or to take any other action requested by the Trustee; nor for the form, genuineness, validity, sufficiency or effect of any Contract or Contracts held in the trust; nor for the act of any person or persons that may render any such Contract or Contracts null and void; nor for failure of any Insurer to pay the proceeds of any such Contract or Contracts as and when the same shall

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become due and payable; nor for any delay in payment resulting from any provision contained in any such Contract or Contracts; nor for the fact that for any reason whatsoever (other than its own negligence or willful misconduct) any Contract or Contracts shall lapse or otherwise become uncollectible.

2.02-2 To the extent that contributions of Common Stock are made to this trust under 2.01-2, the trust fund shall continue to be invested in such shares of Common Stock. Any cash contributions made to this trust under 2.01-2 shall be invested by the Trustee in Common Stock by purchasing Common Stock under the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “DRSPP”) on the next Investment Date (as defined in the DRSPP). All dividends received on Common Stock held in the trust under this 2.02-2 shall be reinvested in Common Stock pursuant to the DRSPP. The purchase and holding of Common Stock under this 2.02-2 shall be an investment directed by the Company, pursuant to 2.02-5.

2.02-3 Notwithstanding 2.02-2, following a Corporate Transaction, the trust fund shall no longer be invested in Common Stock. Except as provided below, if Common Stock is converted or exchanged in the Corporate Transaction in whole or in part for common stock of the acquiring company (“Acquiror Stock”), then (a) the trust fund shall continue to be invested in such shares of Acquiror Stock, (b) any cash contributions thereafter made to this trust under 2.01-2 shall be invested by the Trustee in Acquiror Stock by purchasing Acquiror Stock in the public market as soon as practicable, with related brokerage commissions paid by the Company, and (c) the purchase and holding of Acquiror Stock under this 2.02-3 shall be an investment directed by the Company, pursuant to 2.02-5. If a participant elects pursuant to Paragraph 3(g)(iv) of the DDCP to transfer the amount credited in the participant’s Stock Account and Retirement Benefit Account to the participant’s Cash Account, then the Trustee shall sell the number of shares of Acquiror Stock equal to the number of shares then credited to the participant’s Stock Account and Retirement Benefit Account, in the public market as soon as practicable following the effectiveness of such election, with related brokerage commissions paid by the Company.

2.02-4 If the Trustee is required to invest cash contributions by purchasing Acquiror Stock in the public market or is required to sell Acquiror Stock in the public market, the following provisions shall apply:

(a) Purchases and sales of Acquiror Stock shall be made on the date on which the Trustee receives from the Company in good order all information and documentation necessary to accurately effect such purchases and sales (or, in the case of purchases, the subsequent date on which the Trustee has received a wire transfer of the funds necessary to make such purchases). Purchases and sales of Acquiror Stock shall be made on the open market on such day unless the following applies:

(i) The Trustee is unable to determine the number of shares required to be purchased or sold on such day; or

(ii) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

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(iii) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day.

(b) In the event of the occurrence of the circumstances described in (i), (ii) or (iii) above, the Trustee shall purchase or sell such shares as soon as possible thereafter and shall determine the price of such purchases or sales to be the average purchase or sale price of all such shares purchased or sold. The Trustee may follow written directions from the Company to deviate from the above purchase procedures.

2.02-5 Except as otherwise required by 2.02-2 or 2.02-3, the Trustee shall invest the trust fund in accordance with written directions by the Committee. The Trustee shall act only as an administrative agent in carrying out the directed investment transactions and shall not be responsible for the investment decision. If a directed transaction violates the duty to diversify, to maintain liquidity or to meet any other investment standard under this trust or applicable law, the entire responsibility shall rest upon the Company. The Trustee shall be fully protected in acting upon or complying with any investment objectives, guidelines, restrictions or directions provided in accordance with this paragraph.

2.02-6 If the Trustee does not receive instructions from the Committee for the investment of part or all of the trust fund, the Trustee shall invest it in securities or other property in accordance with applicable law. Permissible investments shall include, but not be limited to, the following:

(a) Preferred or common stocks, notes, debentures, bonds or other securities.

(b) Mutual funds, money market funds, commercial paper, savings and loan accounts, certificates of deposit and savings accounts, including deposits bearing a reasonable rate of interest in the savings department of the Trustee.

(c) Real estate or mortgages.

2.02-7 The Company shall be responsible for filing appropriate registration forms and all other reports required under Federal or state securities laws with respect to the ownership by this trust of Common Stock, including, without limitation, any reports required under Section 13 or 16 of the Act, and shall immediately notify the Trustee in writing of any requirement to stop purchases of Common Stock pending the filing of any report. The Company shall be responsible for the registration of any Plan interests required under Federal or state securities laws.

2.03 Recapture of Excess Assets.

2.03-1 In the event any Subtrust shall hold Excess Assets, the Committee, at its option, may direct the Trustee to return part or all of such Excess Assets to the Company.

2.03-2 “Excess Assets” are (a) assets of any Subtrust (other than those required under 2.02-2 or 2.02-3 to be invested in Common Stock or Acquiror Stock) exceeding

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one hundred twenty-five percent (125%) of the present value of the Cash Benefits due participants in such Subtrust, (b) shares of Common Stock required by 2.02-2 to be held in any Subtrust in excess of the number of shares of Common Stock then credited to the Stock Accounts and Retirement Benefit Accounts of all participants under the DDCP, and (c) shares of Acquiror Stock required by 2.02-3 to be held in any Subtrust in excess of the number of shares of Acquiror Stock then credited to the Stock Accounts and Retirement Benefit Accounts of all participants under the DDCP.

2.03-3 The calculation required by 2.03-2 shall be based on the terms of the Plans and the actuarial assumptions set forth in Exhibit A. Before a Change in Control, the calculations shall be made by an actuary selected by the Company. After a Change in Control, the calculations shall be made by an actuary selected by the Trustee, provided the Committee may select the actuary with the Written Consent of Participants.

2.04 Subtrusts.

2.04-1 The Trustee shall establish a Subtrust for each Plan to which it shall credit contributions for that Plan. The account shall reflect an undivided interest in assets of the trust fund and shall not require any segregation of particular assets, except that an insurance contract covering benefits of a particular Plan shall be held in the Subtrust for that Plan and Common Stock or Acquiror Stock covering benefits of a particular Plan shall be held in the Subtrust for that Plan.

2.04-2 The Trustee shall allocate investment earnings and losses of the trust fund among the Subtrusts in proportion to their balances, except that changes in the value of an insurance contract shall be allocated to the Subtrust for which it is held and changes in the value of, and dividends paid on, Common Stock or Acquiror Stock shall be allocated to the Subtrust for which it is held. Payments to general creditors during Insolvency Administration under 5.02 shall be charged against the Subtrusts in proportion to their balances, except that the payment of benefits to a Plan participant as a general creditor shall be charged against the Subtrust for that Plan.

2.05 Substitution of Other Property.

2.05-1 The Company shall have the power to reacquire part or all of the trust fund (other than fund assets required under 2.02-2 or 2.02-3 to be invested in Common Stock or Acquiror Stock) at any time, by substituting for it other property of equivalent value. Such power is exercisable in a nonfiduciary capacity.

2.05-2 The value of any insurance contracts reacquired under 2.05-1 shall be the present value of future projected cash flow of benefits payable under the Contract. The projection shall include death benefits based on reasonable mortality assumptions. The value of all other assets in the trust fund shall be at their fair market value. Values shall be determined by the Trustee.

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2.06 Administrative Powers of Trustee.

2.06-1 Subject in all respects to applicable provisions of this Trust Agreement and the Plans, the Trustee shall have the rights, powers and privileges of an absolute owner when dealing with property of the trust, including (without limiting the generality of the foregoing) the powers listed below:

(a) To sell, convey, transfer, exchange, partition, lease, and otherwise dispose of any of the assets of the trust at any time held by the Trustee under this Trust Agreement;

(b) To exercise any option, conversion privilege or subscription right given the Trustee as the owner of any security held in the trust; to vote any corporate stock, including Common Stock or Acquiror Stock, either in person or by proxy, with or without power of substitution; to consent to or oppose any reorganization, consolidation, merger, readjustment of financial structure, sale, lease or other disposition of the assets of any corporation or other organization, the securities of which may be an asset of the trust; and to take any action in connection therewith and receive and retain any securities resulting therefrom;

(c) To deposit any security with any protective or reorganization committee, and to delegate to such committee such power and authority with respect thereto as the Trustee may deem proper, and to agree to pay out of the trust such portion of the expenses and compensation of such committee as the Trustee, in its discretion, shall deem appropriate;

(d) To cause any property of the trust to be issued, held or registered in the name of the Trustee as trustee, or in the name of one (1) or more of its nominees, or one (1) or more nominees of any system for the central handling of securities, or in such form that title will pass by delivery, provided that the records of the Trustee shall in all events indicate the true ownership of such property;

(e) To renew or extend the time of payment of any obligation due or to become due;

(f) To commence or defend lawsuits or legal or administrative proceedings; to compromise, arbitrate or settle claims, debts or damages in favor of or against the trust; to deliver or accept, in either total or partial satisfaction of any indebtedness or other obligation, any property; to continue to hold for such period of time as the Trustee may deem appropriate any property so received; and to pay all costs and reasonable attorneys’ fees in connection therewith out of the assets of the trust;

(g) To grant options to purchase or to acquire options to purchase any real property;

(h) To foreclose any obligation by judicial proceeding or otherwise;

(i) To manage any real property in the trust in the same manner as if the Trustee were the absolute owner thereof, including the power to lease the same for such

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term or terms within or beyond the existence of the trust and upon such conditions, including (but not by way of limitation) agreements for the purchase or disposal of buildings thereon and options to the tenant to renew such lease from time to time, or to purchase such property, as the Trustee may deem proper;

(j) To borrow money from any person in such amounts, upon such terms and for such purposes as the Trustee, in its discretion, may deem appropriate; and in connection therewith, to execute promissory notes, mortgages or other obligations and to pledge or mortgage any trust assets as security; and to lend money on a secured or unsecured basis to any person other than a party in interest;

(k) To appoint one (1) or more persons or entities as ancillary trustee or sub-trustee for the purpose of investing in and holding title to real or personal property or any interest therein located outside the State of North Carolina; provided that any such ancillary trustee or sub-trustee shall act with such power, authority, discretion, duties, and functions of the Trustee as shall be specified in the instrument establishing such ancillary or sub-trust, including (without limitation) the power to receive, hold and manage property, real or personal, or undivided interests therein; and the Trustee may pay the reasonable expenses and compensation of such ancillary trustees or sub-trustees out of the trust;

(l) To deposit any securities held in the trust with a securities depository;

(m) To hold such part of the assets of the trust uninvested for such limited periods of time as may be necessary for purposes of orderly account administration or pending required directions, without liability for payment of interest;

(n) To determine how all receipts and disbursements shall be credited, charged or apportioned as between income and principal, and the decision of the Trustee shall be final and not subject to question by any participant or beneficiary of the trust; and

(o) Generally to do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the orderly administration or protection of the trust fund.

2.06-2 The Trustee may engage one (1) or more independent attorneys, accountants, actuaries, appraisers or other experts (the “Experts”) for any purpose, including the determination of Excess Assets. The determination of the Experts shall be final and binding on the Company, the Trustee, and all of the participants unless within thirty (30) days after receiving a determination deemed by any participant to be adverse, any participant initiates suit in a court of competent jurisdiction seeking appropriate relief. The Trustee shall have no duty to oversee or independently evaluate the determination of the Experts. The Trustee shall be authorized to pay the fees and expenses of any Experts out of the assets of the trust fund.

2.06-3 The Company shall from time to time pay taxes (references in this Trust Agreement to the payment of taxes shall include interest and applicable penalties) of any and all kinds whatsoever which at any time are lawfully levied or assessed upon or become

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payable in respect of the trust fund, the income or any property forming a part thereof, or any security transaction pertaining thereto. To the extent that any taxes levied or assessed upon the trust fund are not paid by the Company or contested by the Company pursuant to the last sentence of this paragraph, the Trustee shall pay such taxes out of the trust fund, and the Company shall upon demand by the Trustee deposit into the trust fund an amount equal to the amount paid from the trust fund to satisfy such tax liability. If requested by the Company, the Trustee shall, at the Company’s expense, contest the validity of such taxes in any manner deemed appropriate by the Company or its counsel, but only if it has received an indemnity bond or other security satisfactory to it to pay any expenses of such contest. Alternatively, the Company may itself contest the validity of any such taxes, but any such contest shall not affect the Company’s obligation to reimburse the trust fund for taxes paid from the trust fund.

2.06-4 In the event a participant’s beneficiary designation results in a participant or the participant’s spouse being deemed to have made a “generation-skipping transfer” as defined in Section 2611 of the Code, then to the extent that the participant or participant’s “executor,” as said term is defined in the Code (or the spouse of the participant or said spouse’s statutory executor in the case of a generation-skipping transfer deemed to have been made by a participant’s spouse), have not previously used the total generation-skipping transfer exemption that is available under Section 2631 of the Code to such transferor, such unused exemption shall be allocated in the manner prescribed by Section 2632 of the Code, except that (a) any generation-skipping transfer resulting from said beneficiary designation shall be excluded from the allocation; and (b) the method of allocation under Section 2632 shall be reversed so that such unused portion of said transferor’s exemption shall be applied first to trusts or trust equivalents of which transferor is the deemed transferor and from which taxable distributions occur and, second, to direct skips occurring at said transferor’s death. Any portion of said transferor’s total generation-skipping transfer exemption not used pursuant to the provisions of the previous sentence shall be allocated to the transfer resulting from the beneficiary designation that gives rise to the generation-skipping transfer hereunder.

Notwithstanding any provisions in the Plans or this Trust Agreement to the contrary, the Company and the Trustee may withhold any benefits payable to a beneficiary as a result of the death of the participant or any other beneficiary until such time as (a) the Company or Trustee is able to determine whether a generation-skipping transfer tax, as defined in Chapter 13 of the Code, or any substitute provision therefor, is payable by the Company or Trustee; and (b) the Company or Trustee has determined the amount of generation-skipping transfer tax that is due, including interest thereon. If any such tax is payable, the Company or Trustee shall reduce the benefits otherwise payable hereunder to such beneficiary by the amount necessary to provide said beneficiary with a benefit equal to the amounts that would have been payable if the original benefits had been calculated on the basis of a present value at the time of the generation skipping transfer equal to the then present value of the originally contemplated benefit less an amount equal to the generation-skipping transfer tax and any interest thereon that is payable as a result of the death in question. The Company or Trustee may also withhold from distribution by further reduction of the then net present value of benefits calculated in accordance with the terms of the previous sentence such amounts as the Company or Trustee feels are reasonably necessary to pay additional generation-skipping transfer tax and interest thereon from amounts initially calculated to be due. Any amounts so withheld shall be payable as soon as there is a final determination of the applicable generation-skipping tax and interest thereon. No interest shall be payable by the

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Company or Trustee to any beneficiary for the period of time that is required from the date of death to the time when the aforementioned generation-skipping transfer tax determinations are made and the amount of benefits payable to a beneficiary can be fully determined.

ARTICLE III

Administration

3.01 Committee.

3.01-1 The Committee is the plan administrator for the Plans and has general responsibility to interpret the Plans and determine the rights of participants and beneficiaries.

3.01-2 The Trustee shall be given the names and specimen signatures of the Chairman, Secretary and members of the Committee. The Trustee shall accept and rely upon the names and signatures until notified of change. Instructions to the Trustee shall be signed for the Committee by the Chairman or such other person as the Committee may designate.

3.02 Payment of Benefits.

3.02-1 Except as provided in 3.02-5, the Trustee shall pay benefits to participants and beneficiaries on behalf of the Company in satisfaction of its obligations under the Plans. Benefit payments from a Subtrust shall be made in full until the assets of the Subtrust are exhausted. Payments due on the date the Subtrust is exhausted shall be covered pro rata. The Company’s obligation shall not be limited to the trust fund and a participant shall have a claim against the Company for any payment not made by the Trustee.

3.02-2 The Trustee shall make payments in accordance with the written direction from the Committee. The Trustee shall make any required income tax withholding and shall pay amounts withheld to taxing authorities on the Company’s behalf or determine that such amounts have been paid by the Company.

3.02-3 A participant’s entitlement to benefits under the Plans shall be determined by the Committee. Any claim for such benefits shall be considered and reviewed under the claims procedures set out in the Plans.

3.02-4 The Trustee shall use the assets of the trust or any Subtrust to make benefit payments or other payments in the following order of priority:

(a) Common Stock shall be used to pay any benefits required under the Plans to be paid in Common Stock and Acquiror Stock shall be use to pay any benefits required under the Plans to be paid in Acquiror Stock;

(b) All assets of the trust or Subtrust other than Contracts with Insurers, in such order as the Committee may request;

(c) Cash contributions from the Company; and the Company hereby agrees to make cash contributions to the trust to enable the Trustee to make all benefit

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payments and other payments when due, unless the Company makes such payments directly, whenever the Trustee advises the Company that the assets of the trust or Subtrust, other than Contracts with Insurers, are insufficient to make such payments; and

(d) Contracts with Insurers held in the trust or Subtrust; and in using any such Contracts, the Trustee shall first borrow the cash surrender value of each such Contract, proceeding in order of Contracts from the Contracts which have been in force for the longest times (and in alphabetical order based on the last name of the insured for Contracts placed in force on the same date) to the Contracts which have most recently been placed in force; and thereafter the Trustee shall surrender Contracts in the same order of priority as set forth above.

Notwithstanding the foregoing, the Trustee may use the assets of the trust or any Subtrust in any other order of priority directed by the Committee with the Written Consent of Participants affected thereby.

3.02-5 With respect to any benefit payments due to participants and beneficiaries under the Plans, the Committee may direct by notice in advance to the Trustee that the Company shall make such payments and that the Trustee shall, upon receipt of evidence of such payments satisfactory to the Trustee, reimburse the Company for such payments from the applicable Subtrust. In such cases, the Company shall make any required income tax withholding and reporting, and shall pay amounts withheld to taxing authorities.

3.03 Records.

The Trustee shall keep complete records on the trust fund open to inspection by the Company and the Committee at all reasonable times. In addition to accountings required below, the Trustee shall furnish to the Company and Committee any information requested about the trust fund.

3.04 Accountings.

3.04-1 The Trustee shall furnish the Committee with a complete statement of accounts annually within sixty (60) days after the end of the trust year showing assets and liabilities and income and expense for the year of each Subtrust. The form and content of the account shall be sufficient for the Company to include in computing its taxable income and credits the income, deductions and credits against tax that are attributable to the trust fund.

3.04-2 The Committee may object to an accounting within sixty (60) days after it is furnished and require that it be settled by audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least five (5) such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorneys’ fees, shall be allowed as administrative expenses of the trust.

3.04-3 If the Committee does not object to an accounting within the time provided, the account shall be settled for the period covered by it.

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3.04-4 When an account is settled, it shall be final and binding on all parties, including all participants and persons claiming through them.

3.05 Expenses and Fees.

3.05-1 The Trustee shall be reimbursed for all expenses and shall be paid a reasonable fee fixed by it from time to time. No increase in the fee shall be effective before sixty (60) days after the Trustee gives notice to the Company of the increase. The Trustee shall notify the Committee periodically of expenses and fees.

3.05-2 The Company shall pay administrative fees or expenses. If not so paid, the fees and expenses shall be paid from the trust fund. The Company shall reimburse the trust fund for any fees and expenses paid out of it.

ARTICLE IV

Liability

4.01 Indemnity.

The Company shall indemnify and defend the Trustee from any claim, loss, liability or expense arising from any action or inaction in administration of this trust based on direction or information from the Committee, absent willful misconduct or bad faith.

4.02 Bonding.

The Trustee need not give any bond or other security for performance of its duties under this trust.

ARTICLE V

Insolvency

5.01 Determination of Insolvency.

5.01-1 The Company is “Insolvent” for purposes of this trust if:

(a) The Company is unable to pay its debts as they come due; or

(b) The Company is the subject of a pending proceeding as a debtor under the Bankruptcy Code.

5.01-2 The Chief Executive Officer and the Board of Directors of the Company shall promptly give notice to the Trustee upon becoming Insolvent. If the Trustee receives such notice or receives from any other person claiming to be a creditor of the Company a written allegation that the Company is Insolvent, the Trustee shall independently determine whether such insolvency exists. The expenses of such determination shall be allowed as administrative expenses of the trust.

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5.01-3 The Trustee shall continue making payments from the trust fund to participants under the Plans while it is determining the existence of insolvency. Such payments shall cease and the Trustee shall commence “Insolvency Administration” under 5.02 upon the earlier of:

(a) A determination by the Trustee that the Company is Insolvent; or

(b) Thirty (30) days after the notice or allegation of insolvency is received under 5.01-2, unless the Trustee has determined that the Company is not Insolvent since receipt of such notice or allegation.

5.01-4 The Trustee shall have no obligation to investigate the financial condition of the Company prior to receiving a notice or allegation of insolvency under 5.01-2.

5.02 Insolvency Administration.

5.02-1 During Insolvency Administration, the Trustee shall hold the trust fund for the benefit of the general creditors of the Company and make payments only in accordance with 5.02-2. The Trustee shall continue the investment of the trust fund in accordance with 2.02.

5.02-2 The Trustee shall make payments out of the trust fund in one (1) or more of the following ways:

(a) To general creditors in accordance with instructions from a court, or a person appointed by a court, having jurisdiction over the Company’s condition of insolvency;

(b) To Plan participants and beneficiaries in accordance with such instructions; or

(c) In payment of its own fees or expenses.

5.02-3 The Trustee shall be a secured creditor with a priority claim to the trust fund with respect to its own fees and expenses.

5.03 Termination of Insolvency Administration.

5.03-1 Insolvency Administration shall terminate when the Trustee determines that the Company:

(a) Is not Insolvent, in response to a notice or allegation of insolvency under 5.01-2; or

(b) Has ceased to be Insolvent.

5.03-2 Upon termination of Insolvency Administration under 5.03-1, the trust fund shall continue to be held for the benefit of the participants in the Plans. Benefit payments due during the period of Insolvency Administration shall be made as soon as practicable, together with interest from the due dates at the following rates:

(a) For the DDCP, the rate credited on the participant’s account under the DDCP.

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(b) For the Retirement Bylaw, a rate equal to the interest rate fixed by the Pension Benefit Guaranty Corporation for valuing immediate annuities in the preceding month for terminated single employer plans.

5.04 Creditors’ Claims During Solvency.

5.04-1 During periods of Solvency, the Trustee shall hold the trust fund exclusively to pay benefits and fees and expenses until all have been paid. Creditors of the Company shall not be paid during Solvency from the trust fund, which may not be seized by or subjected to the claims of such creditors in any way.

5.04-2 A period of “Solvency” is any period not covered by 5.02.

ARTICLE VI

Successor Trustees

6.01 Resignation and Removal.

6.01-1 The Trustee may resign at any time by notice to the Committee, which shall be effective in sixty (60) days unless the Committee and the Trustee agree otherwise.

6.01-2 The Trustee may be removed by the Committee on sixty (60) days’ notice or shorter notice accepted by the Trustee.

6.01-3 When resignation or removal is effective, the Trustee shall begin transfer of assets to the successor Trustee immediately. The transfer shall be completed within sixty (60) days, unless the Committee extends the time limit.

6.01-4 If the Trustee resigns or is removed, the Committee shall appoint a successor by the effective date of resignation or removal under 6.01-1 or 6.01-2. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the trust.

6.02 Appointment of Successor.

6.02-1 The Committee may appoint any bank or trust company that has total assets in excess of $5 million as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee including ownership rights in the trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Committee or the successor Trustee to evidence the transfer.

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6.02-2 The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing trust assets, subject to Article II. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability because of any action or inaction of any prior Trustee or any other past event, any existing condition or any existing assets.

6.03 Accountings; Continuity.

6.03-1 A Trustee who resigns or is removed shall submit a final accounting to the Committee as soon as practicable. The accounting shall be received and settled as provided in 3.04 for regular accountings.

6.03-2 No resignation or removal of the Trustee or change in identity of the Trustee for any reason shall cause a termination of the Plans or this trust.

ARTICLE VII

General Provisions

7.01 Interests Not Assignable.

7.01-1 The interest of a participant in the trust fund may not be assigned, seized by legal process, transferred or subjected to the claims of the participant’s creditors in any way.

7.01-2 The Company may not create a security interest in the trust fund in favor of any of its creditors. The Trustee shall not make payments from the trust fund of any amounts to creditors of the Company who are not Plan participants, except as provided in 5.02.

7.01-3 The participants shall have no interest in the assets of the trust fund beyond the right to receive payment of Plan benefits and reimbursement of expenses from such assets subject to the instructions for Insolvency Administration referred to in 5.02-2. During Insolvency Administration the participants’ rights to trust assets shall not be superior to those of any other general creditor of the Company.

7.02 Amendment.

The Company and the Trustee may amend this trust at any time by a written instrument executed by both parties and with the Written Consent of Participants. Notwithstanding the foregoing, any amendment may be made by written agreement of the Company and the Trustee without the Written Consent of Participants if such amendment will not have a material adverse effect on the rights of any Participant hereunder or is necessary to comply with any laws, regulations or other legal requirements.

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7.03 Applicable Law.

This trust shall be construed according to the laws of Oregon except as preempted by federal law.

7.04 Agreement Binding on All Parties.

This agreement shall be binding upon the heirs, personal representatives, successors and assigns of any and all present and future parties. The term successors as used herein in respect of the Company shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.

7.05 Notices and Directions.

Any notice or direction under this trust shall be in writing and shall be effective when actually delivered or, if mailed, when deposited postpaid as first-class mail. Mail to a party shall be directed to the address stated in this trust or to such other address as either party may specify by notice to the other party. Notices to the Committee shall be sent to the address of the Company.

7.06 No Implied Duties.

The duties of the Trustee shall be those stated in this Trust, and no other duties shall be implied.

Company:	NORTHWEST NATURAL GAS COMPANY
	By:	/S/    MARK S. DODSON
	Its:	President and Chief Executive Officer
	Executed:	December 16, 2005
Trustee:	WACHOVIA BANK, N.A.
	By:
	Its:
	Executed:	, 2005

19

EXHIBIT A

Assumptions and Methodology for

Calculation Required Under 2.01-3 and 2.03

1. The liability will be calculated using two (2) different assumptions as to when the director terminates service on the Board and receives a change of control benefit:

a) As of the date of the Triggering Event.

b) Twenty-four (24) months after the date of the Triggering Event assuming future compensation continues at current levels.

The benefit liability will be the greater of the liabilities calculated in accordance with a) and b) above.

2. Calculations will be based upon the most valuable optional form of payment available to the participant.

3. The benefit liability is equal to the present value of benefits discounted to the trigger date at the Applicable Interest Rate determined under Code Sec. 417(e)(3) and the regulations thereunder. The Applicable Interest Rate shall be determined on each December 31 and shall apply to all calculations in the next calendar year.

4. No mortality is assumed prior to the commencement of benefits. Future mortality is assumed to occur in accordance with the mortality table used for purposes of Code Sec. 417(e)(3), as set forth in Rev. Rul. 2001-62 (2001-2 C.B. 632) and subsequent rulings.

5. Where left undefined by 1. through 4. above, calculations will be performed in accordance with generally accepted actuarial principles.

6. For the purposes of projecting deferral account balances, the interest crediting rate on all DDCP Cash Accounts is assumed to remain at the Applicable Interest Rate determined under 3. above.

EX-10.6

EXHIBIT 10.6

NORTHWEST NATURAL GAS COMPANY

UMBRELLA TRUST™ FOR EXECUTIVES

Effective January 1, 1988

Restated as of December 15, 2005

NORTHWEST NATURAL GAS COMPANY
One Pacific Square
220 N.W. 2nd
Portland, Oregon 97209	Company
WACHOVIA BANK, N.A.
301 North Main Street
Winston-Salem, North Carolina 27150-3099	Trustee

TABLE OF CONTENTS

		Page
Preamble
ARTICLE I Effective Date; Duration		2
1.01	Effective Date	2
1.02	Duration	2
1.03	Revocability	3
1.04	Change in Control	3
ARTICLE II Trust Fund		5
2.01	Contributions	5
2.02	Investments	6
2.03	Recapture of Excess Assets	9
2.04	Subtrusts	9
2.05	Substitution of Other Property	9
2.06	Administrative Powers of Trustee	10
ARTICLE III Administration		13
3.01	Committee	13
3.02	Payment of Benefits	13
3.03	Records	14
3.04	Accountings	14
3.05	Expenses and Fees	15
ARTICLE IV Liability		15
4.01	Indemnity	15
4.02	Bonding	15
ARTICLE V Insolvency		15
5.01	Determination of Insolvency	15
5.02	Insolvency Administration	16
5.03	Termination of Insolvency Administration	16
5.04	Creditors’ Claims During Solvency	17
ARTICLE VI Successor Trustees		17
6.01	Resignation and Removal	17
6.02	Appointment of Successor	18
6.03	Accountings; Continuity	18

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TABLE OF CONTENTS

(Continued)

		Page
ARTICLE VII General Provisions		18
7.01	Interests Not Assignable	18
7.02	Amendment	18
7.03	Applicable Law	19
7.04	Agreement Binding on All Parties	19
7.05	Notices and Directions	19
7.06	No Implied Duties	19

EXHIBIT A

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INDEX OF TERMS

TERM	PROVISION	PAGE
Acquiror Stock	2.02-3	7
Act	1.04-2(c)	4
Board	1.02-3	2
Cash Benefits	2.01-1	5
Change in Control	1.04-2	3
Code	1.02-3	2
Committee	Preamble	1
Common Stock	2.01-2	5
Company	Heading	1
Contract(s)	2.02-1	6
Corporate Transaction	1.04-3	4
EDCP	Preamble	1
ERISA Funding	1.02-4	3
ESRIP	Preamble	1
Excess Assets	2.03-2	9
Experts	2.06-2	11
Incumbent Directors	1.04-2(b)	4
Insolvency Administration	5.01-3	16
Insolvent	5.01-1	15
Insurer	2.02-1	6
Merger	1.04-2(a)	4
Plans	Preamble	1
Potential Change In Control	2.01-3	6
Solvency	5.04-2	17
Subtrusts	2.04	9
Tax Funding	1.02-5	3
Triggering Event	2.01-3	5
Trustee	Heading	1
Voting Securities	1.04-2(a)	4
Written Consent of Participants	1.02-6	3

iii

NORTHWEST NATURAL GAS COMPANY

UMBRELLA TRUST™ FOR EXECUTIVES

Effective January 1, 1988

Restated as of December 15, 2005

NORTHWEST NATURAL GAS COMPANY
One Pacific Square
220 N.W. 2nd
Portland, Oregon 97209	Company
WACHOVIA BANK, N.A.
301 North Main Street
Winston-Salem, North Carolina 27150-3099	Trustee

The Company has adopted the following plans (the “Plans”) for the benefit of eligible executive employees of the Company and its affiliates:

Northwest Natural Gas Executive Deferred Compensation Plan (“EDCP”)

Northwest Natural Gas Executive Supplemental Retirement Income Plan (“ESRIP”)

The Plans are administered by an administrative committee (the “Committee”) appointed by the Company. If the Plans are administered by more than one Committee at any time, references in this Trust Agreement to the Committee which relate to a particular Plan shall refer to the Committee which administers that Plan, and, if the reference does not relate to a particular Plan, shall refer to all of such Committees. The purpose of this trust is to give Plan participants greater security by placing assets in trust for use only to pay benefits or, if the Company becomes insolvent, to pay creditors. The trust is intended to be a grantor trust, the income of which is taxable to the Company. No contribution to or income of the trust is to be taxable to Plan participants until benefits are distributed to them.

The Company and the original trustee of this trust established this trust effective as of January 1, 1988 pursuant to a Trust Agreement dated as of that date. The Company and the Trustee restated this trust effective as of January 1, 2001, amended it effective as of February 27, 2003 pursuant to an Amendment No. 1 dated as of that date and amended it again effective as of February 24, 2005 pursuant to an Amendment No. 2 dated as of that date. The Company and the Trustee now hereby amend and restate this trust effective as of December 15, 2005 on the following terms:

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ARTICLE I

Effective Date; Duration

1.01 Effective Date

This trust shall be effective January 1, 1988. The trust year shall coincide with the Company’s fiscal year, which is the calendar year.

1.02 Duration

1.02-1 This trust shall continue in effect until all the assets of the trust fund are exhausted through distribution of benefits to participants, reimbursement of benefits paid by the Company pursuant to Section 3.02-5, payment to general creditors in the event of insolvency, payment of fees and expenses of the Trustee, and return of remaining funding of a Subtrust pursuant to 1.02-2.

1.02-2 Except as provided in 1.03, the trust shall be irrevocable with respect to amounts contributed to it for a Plan until all benefit rights covered by the Subtrust for that Plan are satisfied. The Trustee shall then return to the Company any assets remaining in the Subtrust for that Plan.

1.02-3 If the existence of this trust is held to be ERISA Funding or Tax Funding by a federal court and appeals from that holding are no longer timely or have been exhausted, this trust shall terminate. The Board of Directors of the Company (the “Board”) may also terminate this trust if it determines, based on an opinion of legal counsel which is satisfactory to the Trustee, that either (i) judicial authority or the opinion of the U.S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations, advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the trust will be held to be ERISA Funding or Tax Funding, or (ii) ERISA or the Internal Revenue Code (the “Code”) requires the trust to be amended in a way that creates a significant risk that the trust will be held to be ERISA Funding or Tax Funding, and failure to so amend the trust could subject the Company to material penalties. Upon such determination, the assets of each Subtrust remaining after payment of the Trustee’s fees and expenses shall be distributed as follows:

(a) Such assets shall be transferred to a new trust established by the Company which is not deemed to be ERISA Funding or Tax Funding, but which is similar in all other respects to this trust, if the Company determines that it is possible to establish such a trust.

(b) If the Company determines that it is not possible to establish the trust in (a) above, then the assets shall be distributed to the Company if the Written Consent of Participants, as defined in 1.02-6, is obtained for such distribution.

(c) If the Company determines that it is not possible to establish the trust in (a) above and the Written Consent of Participants is not obtained to distribute the assets to the Company, then the assets shall be allocated in proportion to the accrued and vested benefits of the participants and distributed to them in lump sums. Any assets remaining shall be distributed to the Company.

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(d) Notwithstanding the foregoing, the Trustee shall distribute funds to a participant to the extent that a federal court has held that the interest of the participant in this trust is includible for federal income tax purposes in the gross income of the participant prior to actual payment of Plan benefits to the participant and appeals from that holding are no longer timely or have been exhausted. This provision shall also apply to any beneficiary of a participant.

1.02-4 This trust is “ERISA Funding” if it prevents any of the Plans from meeting the “unfunded” criterion of the exceptions to various requirements of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) for plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

1.02-5 This trust is “Tax Funding” if it causes the interest of a participant in this trust to be includible for federal income tax purposes in the gross income of the participant prior to actual payment of Plan benefits to the participant.

1.02-6 “Written Consent of Participants” means, for the purposes of this trust, consent in writing by participants who (i) are a majority in number and (ii) have at least sixty-six and two-thirds percent (66-2/3%) in value of the accrued benefits of all participants in the Plans which are subject to this trust on the date of such consent.

1.03 Revocability

1.03-1 This trust shall become irrevocable upon the issuance by the Internal Revenue Service of a private letter ruling establishing that its existence and ownership of assets do not cause the benefit rights of participants under the Plans to be taxable currently. If such a ruling is denied or if the Internal Revenue Service declines to issue such a ruling, the Company may revoke the trust and take possession of all assets held by the Trustee for the trust.

1.03-2 Notwithstanding the provisions of 1.03-1, if any of the events described in 2.01-4 has occurred, the Company may declare the trust to be irrevocable.

1.04 Change in Control

1.04-1 On a Change in Control described in 1.04-2, the trust assets shall be held for participants who had benefit rights under the Plans before the Change in Control occurred. If the Company makes contributions for benefits owed to new participants under a Plan following a Change in Control, such contributions and any insurance contracts or other assets purchased with them shall be held in a new Subtrust separate from the existing Subtrust for previous participants. The existing Subtrust shall cover all the benefits provided by the Plan for a previous participant, including benefits accrued after the Change in Control.

3

1.04-2 A “Change in Control” means the occurrence of any of the following events:

(a) The consummation of:

(i) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

(b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934 (the “Act”), other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Act), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

1.04-3 “Corporate Transaction” means any of the following:

(a) any consolidation, merger or plan of share exchange involving the Company pursuant to which shares of Common Stock would be converted into cash, securities or other property; or

(b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

4

ARTICLE II

Trust Fund

2.01 Contributions

2.01-1 The Company shall contribute to the trust such amounts as the Committee shall reasonably decide are necessary to provide for all benefits payable under the Plans in cash (“Cash Benefits”). The time of payment of such contributions shall be decided by the Committee, except as provided in 2.01-3.

2.01-2 If, pursuant to an election by a participant in the EDCP, shares of common stock of the Company (“Common Stock”) awarded to the participant under the Company’s Long Term Incentive Plan are deferred under the EDCP into the participant’s Stock Account (as defined in the EDCP), the Company shall cause the Common Stock subject to such deferral to be transferred to the Trustee as a contribution to this trust. If, pursuant to an election by a participant in the EDCP, Cash Compensation, Cash LTIP Compensation or Matching Contributions (all as defined in the EDCP) are deferred under the EDCP into the participant’s Stock Account (as defined in the EDCP), the amount of such Cash Compensation, Cash LTIP Compensation and/or Matching Contributions deferred to the participant’s Stock Account shall be contributed by the Company to the trust as soon as practicable after the time that such amount is credited under the EDCP to the participant’s Stock Account.

2.01-3 The Company shall, upon the occurrence of any of the events described in 2.01-4 (“Triggering Event”) and annually thereafter if the Triggering Event results in a Change in Control, contribute to the trust the sum of the following:

(a) The present value of the remaining premiums and the interest on any policy loan on insurance contracts held in the trust.

(b) The amount by which the present value of all Cash Benefits payable under the Plans exceeds the value of all trust assets other than those required under 2.02-2 or 2.02-3 to be invested in Common Stock or Acquiror Stock. Each participant’s Cash Benefit for purposes of calculating present value shall be the highest Cash Benefit the participant would have under the Plan within the 24 months following the Triggering Event, assuming that no changes are made in the participant’s level of income or deferral, that employment continues for 24 months at the same rate of compensation, and that the participant receives any benefit enhancement provided by the Plans upon a Change in Control. The insurance contracts shall be valued at cash surrender value, and other assets of the trust shall be valued at their fair market value.

(c) A reasonable estimate provided by the Trustee of its fees due over the remaining duration of the trust.

Any contribution to the trust under 2.01-3 due to a Triggering Event shall be returned to the Company one year after delivery of such contribution to the Trustee unless a Change in Control shall have occurred during such one-year period, if the Company requests

5

such return within forty-five days after such one-year period. If no such request is made within the forty-five day period, then, subject to 2.03-1, the contribution shall become a permanent part of the trust fund. The one-year period shall start over again in the event of and upon the date of any subsequent Potential Change in Control. A “Potential Change in Control” shall include the events described in 2.01-4(a) or (b).

2.01-4 The events referred to in 2.01-3 shall include the following:

(a) The Company becomes aware that preliminary or definitive copies of a proxy statement and information statement or other information have been filed with the Securities and Exchange Commission pursuant to Rule 14a-6, Rule 14c-5, or Rule 14f-1 under the Act relating to a Potential Change in Control of the Company.

(b) The delivery to the Company pursuant to Rule 14d-3 under the Act of a Tender Offer Statement relating to Voting Securities of the Company.

(c) The termination of any of the Plans by the Company or any amendment to any of the Plans which would reduce the accrued benefits currently provided for under any of such Plans.

(d) Failure by the Company to contribute, within 60 days of receipt of a written notice from the Trustee, the full amount of any insufficiency in trust assets that is required to pay any benefit that is payable upon a direction from the Committee pursuant to 3.02-2.

2.01-5 The calculations required under 2.01-3 shall be based on the actuarial assumptions set forth in the attached Exhibit A, which, prior to a Change in Control, may be revised by the Committee from time to time. For purposes of 2.01-3(a), the discount rate shall be the same as the rate applied to determine the present value of all Cash Benefits payable under the Plans.

2.01-6 The Trustee shall accept the contributions made by the Company and shall hold them as a trust fund for the payment of benefits under the Plans. The Trustee shall not be responsible for determining the required amount of contributions or for collecting any contribution not voluntarily paid. Contributions may be in cash or in kind.

2.02 Investments

2.02-1 Except as provided in 2.02-2 or 2.02-3, the trust fund may be invested in insurance contracts (“Contracts”). Such Contracts may be purchased by the Company and transferred to the Trustee as in-kind contributions or may be purchased by the Trustee with the proceeds of cash contributions. The purchase and holding of such Contracts shall be an investment directed by the Company, pursuant to 2.02-5. The Trustee shall have the power to exercise all rights, privileges, options and elections granted by or permitted under any Contract or under the rules of the insurance company (“Insurer”). Prior to the occurrence of any of the events referred to in 2.01-4, the exercise by the Trustee of any incidents of ownership under any Contract shall be subject to the direction of the Committee.

6

Notwithstanding anything contained herein to the contrary, neither the Company nor the Trustee shall be liable for the refusal of any Insurer to issue or change any Contract or Contracts or to take any other action requested by the Trustee; nor for the form, genuineness, validity, sufficiency or effect of any Contract or Contracts held in the trust; nor for the act of any person or persons that may render any such Contract or Contracts null and void; nor for failure of any Insurer to pay the proceeds of any such Contract or Contracts as and when the same shall become due and payable; nor for any delay in payment resulting from any provision contained in any such Contract or Contracts; nor for the fact that for any reason whatsoever (other than its own negligence or willful misconduct) any Contract or Contracts shall lapse or otherwise become uncollectible.

2.02-2 To the extent that contributions of Common Stock are made to this trust under 2.01-2, the trust fund shall continue to be invested in such shares of Common Stock. Any cash contributions made to this trust under 2.01-2 shall be invested by the Trustee in Common Stock by purchasing Common Stock in the public market as soon as practicable, with related brokerage commissions paid by the Company. All dividends received on Common Stock held in the trust under this 2.02-2 shall be reinvested in Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan. The purchase and holding of Common Stock under this 2.02-2 shall be an investment directed by the Company, pursuant to 2.02-5.

2.02-3 Notwithstanding 2.02-2, following a Corporate Transaction, the trust fund shall no longer be invested in Common Stock. Except as provided below, if Common Stock is converted or exchanged in the Corporate Transaction in whole or in part for common stock of the acquiring company (“Acquiror Stock”), then (a) the trust fund shall continue to be invested in such shares of Acquiror Stock, (b) any cash contributions thereafter made to this trust under 2.01-2 shall be invested by the Trustee in Acquiror Stock by purchasing Acquiror Stock in the public market as soon as practicable, with related brokerage commissions paid by the Company, and (c) the purchase and holding of Acquiror Stock under this 2.02-3 shall be an investment directed by the Company, pursuant to 2.02-5. If a participant elects pursuant to Section 4.5(d) of the EDCP to transfer the amount credited in the participant’s Stock Account to the participant’s Cash Account, then the Trustee shall sell the number of shares of Acquiror Stock equal to the number of shares then credited to the participant’s Stock Account, in the public market as soon as practicable following the effectiveness of such election, with related brokerage commissions paid by the Company.

2.02-4 If the Trustee is required to invest cash contributions by purchasing Common Stock or Acquiror Stock in the public market or is required to sell Acquiror Stock in the public market, the following provisions shall apply:

(a) Purchases and sales of Common Stock shall be made on the date on which the Trustee receives from the Company in good order all information and documentation necessary to accurately effect such purchases and sales (or, in the case of purchases, the subsequent date on which the Trustee has received a wire transfer of the funds necessary to make such purchases). Purchases and sales of Common Stock or Acquiror Stock shall be made on the open market on such day unless the following applies:

7

(i) The Trustee is unable to determine the number of shares required to be purchased or sold on such day; or

(ii) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(iii) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day.

(b) In the event of the occurrence of the circumstances described in (i), (ii) or (iii) above, the Trustee shall purchase or sell such shares as soon as possible thereafter and shall determine the price of such purchases or sales to be the average purchase or sale price of all such shares purchased or sold. The Trustee may follow written directions from the Company to deviate from the above purchase procedures.

2.02-5 Except as otherwise required by 2.02-2 or 2.02-3, the Trustee shall invest the trust fund in accordance with written directions by the Committee. The Trustee shall act only as an administrative agent in carrying out the directed investment transactions and shall not be responsible for the investment decision. If a directed transaction violates the duty to diversify, to maintain liquidity or to meet any other investment standard under this trust or applicable law, the entire responsibility shall rest upon the Company. The Trustee shall be fully protected in acting upon or complying with any investment objectives, guidelines, restrictions or directions provided in accordance with this paragraph.

2.02-6 If the Trustee does not receive instructions from the Committee for the investment of part or all of the trust fund, the Trustee shall invest it in securities or other property in accordance with applicable law. Permissible investments shall include, but not be limited to, the following:

(a) Preferred or common stocks, notes, debentures, bonds or other securities.

(b) Mutual funds, money market funds, commercial paper, savings and loan accounts, certificates of deposit and savings accounts, including deposits bearing a reasonable rate of interest in the savings department of the Trustee.

(c) Real estate or mortgages.

2.02-7 The Company shall be responsible for filing appropriate registration forms and all other reports required under Federal or state securities laws with respect to the ownership by this trust of Common Stock, including, without limitation, any reports required under Section 13 or 16 of the Act, and shall immediately notify the Trustee in writing of any requirement to stop purchases of Common Stock pending the filing of any report. The Company shall be responsible for the registration of any Plan interests required under Federal or state securities laws.

8

2.03 Recapture of Excess Assets

2.03-1 In the event any Subtrust shall hold Excess Assets, the Committee, at its option, may direct the Trustee to return part or all of such Excess Assets to the Company.

2.03-2 “Excess Assets” are (a) assets of any Subtrust (other than those required under 2.02-2 or 2.02-3 to be invested in Common Stock or Acquiror Stock) exceeding one hundred twenty-five percent (125%) of the present value of the Cash Benefits due participants in such Subtrust, (b) shares of Common Stock required by 2.02-2 to be held in any Subtrust in excess of the number of shares of Common Stock then credited to the Stock Accounts of all participants under the EDCP, and (c) shares of Acquiror Stock required by 2.02-3 to be held in any Subtrust in excess of the number of shares of Acquiror Stock then credited to the Stock Accounts of all participants under the EDCP.

2.03-3 The calculation required by 2.03-2 shall be based on the terms of the Plans and the actuarial assumptions set forth in Exhibit A. Before a Change in Control, the calculations shall be made by an actuary selected by the Company. After a Change in Control, the calculations shall be made by an actuary selected by the Trustee, provided the Committee may select the actuary with the Written Consent of Participants.

2.04 Subtrusts

2.04-1 The Trustee shall establish a Subtrust for each Plan to which it shall credit contributions for that Plan. The account shall reflect an undivided interest in assets of the trust fund and shall not require any segregation of particular assets, except that an insurance contract covering benefits of a particular Plan shall be held in the Subtrust for that Plan and Common Stock or Acquiror Stock covering benefits of a particular Plan shall be held in the Subtrust for that Plan.

2.04-2 The Trustee shall allocate investment earnings and losses of the trust fund among the Subtrusts in proportion to their balances, except that changes in the value of an insurance contract shall be allocated to the Subtrust for which it is held and changes in the value of, and dividends paid on, Common Stock or Acquiror Stock shall be allocated to the Subtrust for which it is held. Payments to general creditors during Insolvency Administration under 5.02 shall be charged against the Subtrusts in proportion to their balances, except that the payment of benefits to a Plan participant as a general creditor shall be charged against the Subtrust for that Plan.

2.05 Substitution of Other Property

2.05-1 The Company shall have the power to reacquire part or all of the trust fund (other than fund assets required under 2.02-2 or 2.02-3 to be invested in Common Stock or Acquiror Stock) at any time, by substituting for it other property of equivalent value. Such power is exercisable in a nonfiduciary capacity.

2.05-2 The value of any insurance contracts reacquired under 2.05-1 shall be the present value of future projected cash flow of benefits payable under the Contract. The projection shall include death benefits based on reasonable mortality assumptions. The value of all other assets in the trust fund shall be at their fair market value. Values shall be determined by the Trustee.

9

2.06 Administrative Powers of Trustee

2.06-1 Subject in all respects to applicable provisions of this Trust Agreement and the Plans, the Trustee shall have the rights, powers and privileges of an absolute owner when dealing with property of the trust, including (without limiting the generality of the foregoing) the powers listed below:

(a) To sell, convey, transfer, exchange, partition, lease, and otherwise dispose of any of the assets of the trust at any time held by the Trustee under this Trust Agreement;

(b) To exercise any option, conversion privilege or subscription right given the Trustee as the owner of any security held in the trust; to vote any corporate stock, including Common Stock or Acquiror Stock, either in person or by proxy, with or without power of substitution; to consent to or oppose any reorganization, consolidation, merger, readjustment of financial structure, sale, lease or other disposition of the assets of any corporation or other organization, the securities of which may be an asset of the trust; and to take any action in connection therewith and receive and retain any securities resulting therefrom;

(c) To deposit any security with any protective or reorganization committee, and to delegate to such committee such power and authority with respect thereto as the Trustee may deem proper, and to agree to pay out of the trust such portion of the expenses and compensation of such committee as the Trustee, in its discretion, shall deem appropriate;

(d) To cause any property of the trust to be issued, held or registered in the name of the Trustee as trustee, or in the name of one or more of its nominees, or one or more nominees of any system for the central handling of securities, or in such form that title will pass by delivery, provided that the records of the Trustee shall in all events indicate the true ownership of such property;

(e) To renew or extend the time of payment of any obligation due or to become due;

(f) To commence or defend lawsuits or legal or administrative proceedings; to compromise, arbitrate or settle claims, debts or damages in favor of or against the trust; to deliver or accept, in either total or partial satisfaction of any indebtedness or other obligation, any property; to continue to hold for such period of time as the Trustee may deem appropriate any property so received; and to pay all costs and reasonable attorneys’ fees in connection therewith out of the assets of the trust;

(g) To grant options to purchase or to acquire options to purchase any real property;

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(h) To foreclose any obligation by judicial proceeding or otherwise;

(i) To manage any real property in the trust in the same manner as if the Trustee were the absolute owner thereof, including the power to lease the same for such term or terms within or beyond the existence of the trust and upon such conditions, including (but not by way of limitation) agreements for the purchase or disposal of buildings thereon and options to the tenant to renew such lease from time to time, or to purchase such property, as the Trustee may deem proper;

(j) To borrow money from any person in such amounts, upon such terms and for such purposes as the Trustee, in its discretion, may deem appropriate; and in connection therewith, to execute promissory notes, mortgages or other obligations and to pledge or mortgage any trust assets as security; and to lend money on a secured or unsecured basis to any person other than a party in interest;

(k) To appoint one or more persons or entities as ancillary trustee or sub-trustee for the purpose of investing in and holding title to real or personal property or any interest therein located outside the State of North Carolina; provided that any such ancillary trustee or sub-trustee shall act with such power, authority, discretion, duties, and functions of the Trustee as shall be specified in the instrument establishing such ancillary or sub-trust, including (without limitation) the power to receive, hold and manage property, real or personal, or undivided interests therein; and the Trustee may pay the reasonable expenses and compensation of such ancillary trustees or sub-trustees out of the trust;

(l) To deposit any securities held in the trust with a securities depository;

(m) To hold such part of the assets of the trust uninvested for such limited periods of time as may be necessary for purposes of orderly account administration or pending required directions, without liability for payment of interest;

(n) To determine how all receipts and disbursements shall be credited, charged or apportioned as between income and principal, and the decision of the Trustee shall be final and not subject to question by any participant or beneficiary of the trust; and

(o) Generally to do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the orderly administration or protection of the trust fund.

2.06-2 The Trustee may engage one or more independent attorneys, accountants, actuaries, appraisers or other experts (the “Experts”) for any purpose, including the determination of Excess Assets. The determination of the Experts shall be final and binding on the Company, the Trustee, and all of the participants unless within 30 days after receiving a determination deemed by any participant to be adverse, any participant initiates suit in a court of competent jurisdiction seeking appropriate relief. The Trustee shall have no duty to oversee or independently evaluate the determination of the Experts. The Trustee shall be authorized to pay the fees and expenses of any Experts out of the assets of the trust fund.

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2.06-3 The Company shall from time to time pay taxes (references in this Trust Agreement to the payment of taxes shall include interest and applicable penalties) of any and all kinds whatsoever which at any time are lawfully levied or assessed upon or become payable in respect of the trust fund, the income or any property forming a part thereof, or any security transaction pertaining thereto. To the extent that any taxes levied or assessed upon the trust fund are not paid by the Company or contested by the Company pursuant to the last sentence of this paragraph, the Trustee shall pay such taxes out of the trust fund, and the Company shall upon demand by the Trustee deposit into the trust fund an amount equal to the amount paid from the trust fund to satisfy such tax liability. If requested by the Company, the Trustee shall, at the Company’s expense, contest the validity of such taxes in any manner deemed appropriate by the Company or its counsel, but only if it has received an indemnity bond or other security satisfactory to it to pay any expenses of such contest. Alternatively, the Company may itself contest the validity of any such taxes, but any such contest shall not affect the Company’s obligation to reimburse the trust fund for taxes paid from the trust fund.

2.06-4 In the event a participant’s beneficiary designation results in a participant or the participant’s spouse being deemed to have made a “generation-skipping transfer” as defined in Section 2611 of the Code, then to the extent that the participant or participant’s “executor,” as said term is defined in the Code (or the spouse of the participant or said spouse’s statutory executor in the case of a generation-skipping transfer deemed to have been made by a participant’s spouse), have not previously used the total generation-skipping transfer exemption that is available under Section 2631 of the Code to such transferor, such unused exemption shall be allocated in the manner prescribed by Section 2632 of the Code, except that (a) any generation-skipping transfer resulting from said beneficiary designation shall be excluded from the allocation; and (b) the method of allocation under Section 2632 shall be reversed so that such unused portion of said transferor’s exemption shall be applied first to trusts or trust equivalents of which transferor is the deemed transferor and from which taxable distributions occur and, second, to direct skips occurring at said transferor’s death. Any portion of said transferor’s total generation-skipping transfer exemption not used pursuant to the provisions of the previous sentence shall be allocated to the transfer resulting from the beneficiary designation that gives rise to the generation-skipping transfer hereunder.

Notwithstanding any provisions in the Plans or this Trust Agreement to the contrary, the Company and the Trustee may withhold any benefits payable to a beneficiary as a result of the death of the participant or any other beneficiary until such time as (a) the Company or Trustee is able to determine whether a generation-skipping transfer tax, as defined in Chapter 13 of the Code, or any substitute provision therefor, is payable by the Company or Trustee; and (b) the Company or Trustee has determined the amount of generation-skipping transfer tax that is due, including interest thereon. If any such tax is payable, the Company or Trustee shall reduce the benefits otherwise payable hereunder to such beneficiary by the amount necessary to provide said beneficiary with a benefit equal to the amounts that would have been payable if the original benefits had been calculated on the basis of a present value at the time of the generation-skipping transfer equal to the then present value of the originally contemplated benefit less an amount equal to the generation-skipping transfer tax and any interest thereon that is payable as a result of the death in question. The Company or Trustee may also withhold from distribution by further reduction of the then net present value of benefits calculated in accordance with the terms of the previous sentence such amounts as the Company or Trustee feels are

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reasonably necessary to pay additional generation-skipping transfer tax and interest thereon from amounts initially calculated to be due. Any amounts so withheld shall be payable as soon as there is a final determination of the applicable generation-skipping tax and interest thereon. No interest shall be payable by the Company or Trustee to any beneficiary for the period of time that is required from the date of death to the time when the aforementioned generation-skipping transfer tax determinations are made and the amount of benefits payable to a beneficiary can be fully determined.

ARTICLE III

Administration

3.01 Committee

3.01-1 The Committee is the plan administrator for the Plans and has general responsibility to interpret the Plans and determine the rights of participants and beneficiaries.

3.01-2 The Trustee shall be given the names and specimen signatures of the Chairman, Secretary and members of the Committee. The Trustee shall accept and rely upon the names and signatures until notified of change. Instructions to the Trustee shall be signed for the Committee by the Chairman or such other person as the Committee may designate.

3.02 Payment of Benefits

3.02-1 Except as provided in 3.02-5, the Trustee shall pay benefits to participants and beneficiaries on behalf of the Company in satisfaction of its obligations under the Plans. Benefit payments from a Subtrust shall be made in full until the assets of the Subtrust are exhausted. Payments due on the date the Subtrust is exhausted shall be covered pro rata. The Company’s obligation shall not be limited to the trust fund and a participant shall have a claim against the Company for any payment not made by the Trustee.

3.02-2 The Trustee shall make payments in accordance with written direction from the Committee. The Trustee shall make any required income tax withholding and shall pay amounts withheld to taxing authorities on the Company’s behalf or determine that such amounts have been paid by the Company.

3.02-3 A participant’s entitlement to benefits under the Plans shall be determined by the Committee. Any claim for such benefits shall be considered and reviewed under the claims procedures set out in the Plans.

3.02-4 The Trustee shall use the assets of the trust or any Subtrust to make benefit payments or other payments in the following order of priority:

(a) Common Stock shall be used to pay any benefits required under the Plans to be paid in Common Stock and Acquiror Stock shall be use to pay any benefits required under the Plans to be paid in Acquiror Stock;

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(b) All assets of the trust or Subtrust other than Contracts with Insurers, in such order as the Committee may request;

(c) Cash contributions from the Company; and the Company hereby agrees to make cash contributions to the trust to enable the Trustee to make all benefit payments and other payments when due, unless the Company makes such payments directly, whenever the Trustee advises the Company that the assets of the trust or Subtrust, other than Contracts with Insurers, are insufficient to make such payments; and

(d) Contracts with Insurers held in the trust or Subtrust; and in using any such Contracts, the Trustee shall first borrow the cash surrender value of each such Contract, proceeding in order of Contracts from the Contracts which have been in force for the longest times (and in alphabetical order based on the last name of the insured for Contracts placed in force on the same date) to the Contracts which have most recently been placed in force; and thereafter the Trustee shall surrender Contracts in the same order of priority as set forth above.

Notwithstanding the foregoing, the Trustee may use the assets of the trust or any Subtrust in any other order of priority directed by the Committee with the Written Consent of Participants affected thereby.

3.02-5 With respect to any benefit payments due to participants and beneficiaries under the Plans, the Committee may direct by notice in advance to the Trustee that the Company shall make such payments and that the Trustee shall, upon receipt of evidence of such payments satisfactory to the Trustee, reimburse the Company for such payments from the applicable Subtrust. In such cases, the Company shall make any required income tax withholding and reporting, and shall pay amounts withheld to taxing authorities.

3.03 Records

The Trustee shall keep complete records on the trust fund open to inspection by the Company and the Committee at all reasonable times. In addition to accountings required below, the Trustee shall furnish to the Company and Committee any information requested about the trust fund.

3.04 Accountings

3.04-1 The Trustee shall furnish the Committee with a complete statement of accounts annually within 60 days after the end of the trust year showing assets and liabilities and income and expense for the year of each Subtrust. The form and content of the account shall be sufficient for the Company to include in computing its taxable income and credits the income, deductions and credits against tax that are attributable to the trust fund.

3.04-2 The Committee may object to an accounting within 60 days after it is furnished and require that it be settled by audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least five such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorneys’ fees, shall be allowed as administrative expenses of the trust.

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3.04-3 If the Committee does not object to an accounting within the time provided, the account shall be settled for the period covered by it.

3.04-4 When an account is settled, it shall be final and binding on all parties, including all participants and persons claiming through them.

3.05 Expenses and Fees

3.05-1 The Trustee shall be reimbursed for all expenses and shall be paid a reasonable fee fixed by it from time to time. No increase in the fee shall be effective before 60 days after the Trustee gives notice to the Company of the increase. The Trustee shall notify the Committee periodically of expenses and fees.

3.05-2 The Company shall pay administrative fees or expenses. If not so paid, the fees and expenses shall be paid from the trust fund. The Company shall reimburse the trust fund for any fees and expenses paid out of it.

ARTICLE IV

Liability

4.01 Indemnity

The Company shall indemnify and defend the Trustee from any claim, loss, liability or expense arising from any action or inaction in administration of this trust based on direction or information from the Committee, absent willful misconduct or bad faith.

4.02 Bonding

The Trustee need not give any bond or other security for performance of its duties under this trust.

ARTICLE V

Insolvency

5.01 Determination of Insolvency

5.01-1 The Company is “Insolvent” for purposes of this trust if:

(a) The Company is unable to pay its debts as they come due; or

(b) The Company is the subject of a pending proceeding as a debtor under the Bankruptcy Code.

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5.01-2 The Chief Executive Officer and the Board of Directors of the Company shall promptly give notice to the Trustee upon becoming Insolvent. If the Trustee receives such notice or receives from any other person claiming to be a creditor of the Company a written allegation that the Company is Insolvent, the Trustee shall independently determine whether such insolvency exists. The expenses of such determination shall be allowed as administrative expenses of the trust.

5.01-3 The Trustee shall continue making payments from the trust fund to participants under the Plans while it is determining the existence of insolvency. Such payments shall cease and the Trustee shall commence “Insolvency Administration” under 5.02 upon the earlier of:

(a) A determination by the Trustee that the Company is Insolvent; or

(b) 30 days after the notice or allegation of insolvency is received under 5.01-2, unless the Trustee has determined that the Company is not Insolvent since receipt of such notice or allegation.

5.01-4 The Trustee shall have no obligation to investigate the financial condition of the Company prior to receiving a notice or allegation of insolvency under 5.01-2.

5.02 Insolvency Administration

5.02-1 During Insolvency Administration, the Trustee shall hold the trust fund for the benefit of the general creditors of the Company and make payments only in accordance with 5.02-2. The Trustee shall continue the investment of the trust fund in accordance with 2.02.

5.02-2 The Trustee shall make payments out of the trust fund in one or more of the following ways:

(a) To general creditors in accordance with instructions from a court, or a person appointed by a court, having jurisdiction over the Company’s condition of insolvency;

(b) To Plan participants and beneficiaries in accordance with such instructions; or

(c) In payment of its own fees or expenses.

5.02-3 The Trustee shall be a secured creditor with a priority claim to the trust fund with respect to its own fees and expenses.

5.03 Termination of Insolvency Administration

5.03-1 Insolvency Administration shall terminate when the Trustee determines that the Company:

(a) Is not Insolvent, in response to a notice or allegation of insolvency under 5.01-2; or

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(b) Has ceased to be Insolvent.

5.03-2 Upon termination of Insolvency Administration under 5.03-1, the trust fund shall continue to be held for the benefit of the participants in the Plans. Benefit payments due during the period of Insolvency Administration shall be made as soon as practicable, together with interest from the due dates at the following rates:

(a) For the EDCP, the rate credited on the participant’s account under the EDCP.

(b) For the ESRIP, a rate equal to the interest rate fixed by the Pension Benefit Guaranty Corporation for valuing immediate annuities in the preceding month for terminated single employer plans.

5.04 Creditors’ Claims During Solvency

5.04-1 During periods of Solvency, the Trustee shall hold the trust fund exclusively to pay benefits and fees and expenses until all have been paid. Creditors of the Company shall not be paid during Solvency from the trust fund, which may not be seized by or subjected to the claims of such creditors in any way.

5.04-2 A period of “Solvency” is any period not covered by 5.02.

ARTICLE VI

Successor Trustees

6.01 Resignation and Removal

6.01-1 The Trustee may resign at any time by notice to the Committee, which shall be effective in 60 days unless the Committee and the Trustee agree otherwise.

6.01-2 The Trustee may be removed by the Committee on 60 days’ notice or shorter notice accepted by the Trustee.

6.01-3 When resignation or removal is effective, the Trustee shall begin transfer of assets to the successor Trustee immediately. The transfer shall be completed within 60 days, unless the Committee extends the time limit.

6.01-4 If the Trustee resigns or is removed, the Committee shall appoint a successor by the effective date of resignation or removal under 6.01-1 or 6.01-2. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the trust.

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6.02 Appointment of Successor

6.02-1 The Committee may appoint any bank or trust company that has total assets in excess of $5 million as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee including ownership rights in the trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Committee or the successor Trustee to evidence the transfer.

6.02-2 The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing trust assets, subject to Article II. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability because of any action or inaction of any prior Trustee or any other past event, any existing condition or any existing assets.

6.03 Accountings; Continuity

6.03-1 A Trustee who resigns or is removed shall submit a final accounting to the Committee as soon as practicable. The accounting shall be received and settled as provided in 3.04 for regular accountings.

6.03-2 No resignation or removal of the Trustee or change in identity of the Trustee for any reason shall cause a termination of the Plans or this trust.

ARTICLE VII

General Provisions

7.01 Interests Not Assignable

7.01-1 The interest of a participant in the trust fund may not be assigned, seized by legal process, transferred or subjected to the claims of the participant’s creditors in any way.

7.01-2 The Company may not create a security interest in the trust fund in favor of any of its creditors. The Trustee shall not make payments from the trust fund of any amounts to creditors of the Company who are not Plan participants, except as provided in 5.02.

7.01-3 The participants shall have no interest in the assets of the trust fund beyond the right to receive payment of Plan benefits and reimbursement of expenses from such assets subject to the instructions for Insolvency Administration referred to in 5.02-2. During Insolvency Administration the participants’ rights to trust assets shall not be superior to those of any other general creditor of the Company.

7.02 Amendment

The Company and the Trustee may amend this trust at any time by a written instrument executed by both parties and with the Written Consent of Participants.

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Notwithstanding the foregoing, any amendment may be made by written agreement of the Company and the Trustee without the Written Consent of Participants if such amendment will not have a material adverse effect on the rights of any Participant hereunder or is necessary to comply with any laws, regulations or other legal requirements.

7.03 Applicable Law

This trust shall be construed according to the laws of Oregon except as preempted by federal law.

7.04 Agreement Binding on All Parties

This agreement shall be binding upon the heirs, personal representatives, successors and assigns of any and all present and future parties. The term successors as used herein in respect of the Company shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.

7.05 Notices and Directions

Any notice or direction under this trust shall be in writing and shall be effective when actually delivered or, if mailed, when deposited postpaid as first-class mail. Mail to a party shall be directed to the address stated in this trust or to such other address as either party may specify by notice to the other party. Notices to the Committee shall be sent to the address of the Company.

7.06 No Implied Duties

The duties of the Trustee shall be those stated in this Trust, and no other duties shall be implied.

Company:	NORTHWEST NATURAL GAS COMPANY
	By:	/S/    MARK S. DODSON
	Its:	President and Chief Executive Officer
	Executed:	December 16, 2005
Trustee:	WACHOVIA BANK, N.A.
	By:
	Its:
	Executed:	, 2005

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EXHIBIT A

Assumptions and Methodology for

Calculation Required Under 2.01-3 and 2.03

1. The liability will be calculated using two (2) different assumptions as to when the employee terminates employment and receives a change of control benefit:

a) As of the date of the Triggering Event.

b) Twenty-four (24) months after the date of the Triggering Event assuming future compensation continues at current levels.

The benefit liability will be the greater of the liabilities calculated in accordance with a) and b) above.

2. Calculations will be based upon the most valuable optional form of payment available to the participant.

3. The benefit liability is equal to the present value of benefits discounted to the trigger date at the Applicable Interest Rate determined under Code Sec. 417(e)(3) and the regulations thereunder. The Applicable Interest Rate shall be determined on each December 31 and shall apply to all calculations in the next calendar year.

4. No mortality is assumed prior to the commencement of benefits. Future mortality is assumed to occur in accordance with the mortality table used for purposes of Code Sec. 417(e)(3), as set forth in Rev. Rul. 2001-62 (2001-2 C.B. 632) and subsequent rulings.

5. Where left undefined by 1. through 4. above, calculations will be performed in accordance with generally accepted actuarial principles.

6. For the purposes of projecting deferral account balances, the interest crediting rate on all EDCP Cash Accounts is assumed to remain at the Applicable Interest Rate determined under 3. above.

EX-10.7

EXHIBIT 10.7

NORTHWEST NATURAL GAS COMPANY

SUPPLEMENTAL TRUST

EFFECTIVE JANUARY 1, 2005

RESTATED AS OF DECEMBER 15, 2005

NORTHWEST NATURAL GAS COMPANY
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209	Company
WACHOVIA BANK, NATIONAL ASSOCIATION
One West Fourth Street
NC-6251
Winston-Salem, North Carolina 27101	Trustee

TABLE OF CONTENTS

Section 1.	Establishment of Trust	1
Section 2.	Payments to Plan Participants and Their Beneficiaries.	2
Section 3.	Trustee Responsibility Regarding Payments to Trust Beneficiary when Company Is Insolvent	3
Section 4.	Payments to Company.	4
Section 5.	Investment Authority.	4
Section 6.	Disposition of Income.	6
Section 7.	Accounting by Trustee.	6
Section 8.	Responsibility of Trustee.	7
Section 9.	Compensation and Expenses of Trustee.	7
Section 10.	Resignation and Removal of Trustee.	8
Section 11.	Appointment of Successor.	8
Section 12.	Amendment or Termination.	9
Section 13.	Miscellaneous.	9

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NORTHWEST NATURAL GAS COMPANY

SUPPLEMENTAL TRUST

EFFECTIVE JANUARY 1, 2005

RESTATED AS OF DECEMBER 15, 2005

NORTHWEST NATURAL GAS COMPANY
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209	Company
WACHOVIA BANK, NATIONAL ASSOCIATION
One West Fourth Street
NC-6251
Winston-Salem, North Carolina 27101	Trustee

The Company has adopted the nonqualified deferred compensation plans listed in Appendix A (the “Plans”). The parties established this trust (the “Trust”) effective as of January 1, 2005 pursuant to a Trust Agreement dated as of that date. The purpose of the Trust is to give Plan participants greater security by placing assets in trust for use only to pay benefits or, if the Company becomes Insolvent (as herein defined), to pay creditors. The Trust is intended to constitute an unfunded arrangement that shall not affect the status of the Plans as unfunded plans maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974.

The Company and the Trustee now hereby amend and restate the Trust effective as of December 15, 2005 on the following terms:

Section 1. Establishment of Trust

(a) The Trust was established effective as of January 1, 2005, at which time the Company deposited with the Trustee in trust shares of Northwest Natural Gas Company common stock, which shares became the principal of the Trust and shall be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

(b) The Trust shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust document shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a) With respect to any benefit payments due to participants and beneficiaries under the Plans, the Company may make such payments and the Trustee shall, upon request of the Company either before or within 30 days after the payment date and upon receipt of evidence of such payments satisfactory to the Trustee, reimburse the Company from the Trust for such payments. Upon the direction of the Company, the Trustee shall pay benefits owed under a Plan. All such payments shall come from the applicable Subtrust (as defined in Section 5(a) hereof). If the principal of a Subtrust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient. When the Company makes payments to participants and beneficiaries, the Company shall make any required income tax withholding and reporting, and shall pay amounts withheld to taxing authorities.

(b) Prior to a Change in Control (as defined in Section 13(d) hereof), the entitlement of a Plan participant or his or her beneficiaries to benefits under the Plans shall be determined by the Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

(c) Upon a Change in Control, the Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. After the Change in Control, the Trustee shall make payments upon application by the Plan participants and their beneficiaries from the applicable Subtrust in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the

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Company. After the occurrence of a Change in Control, a participant or beneficiary may apply for payment of a Plan benefit by the Company under the procedures for benefit claims provided in the Plan or may apply for payment by the Trustee in accordance with the Payment Schedule.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary when Company Is Insolvent.

(a) The Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if:

(1) the Company is unable to pay its debts as they become due, or

(2) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.

(2) Unless the Trustee has actual knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.

(3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plans or otherwise.

(4) The Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of the Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments,

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the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to Company.

(a) Except as provided in Sections 2(a), 3, and 4(b) hereof, after the Trust has become irrevocable, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all benefits have been paid to Plan participants and their beneficiaries pursuant to the terms of the Plans and all fees and expenses of this Trust have been paid.

(b) In the event any Subtrust holds Excess Assets, the Company may direct the Trustee to return part or all of the Excess Assets to the Company. “Excess Assets” are assets of the Subtrust exceeding 125 percent of the present value of all the benefits owed to participants and beneficiaries under the Plan funded through that Subtrust. For purposes of this 4(b), the present value of benefits owed to participants and beneficiaries under a Plan with individual accounts shall be the total value of those accounts. The present value of benefits owed to participants and beneficiaries under a Plan without individual accounts shall be calculated on the basis of assumptions with respect to interest, mortality, and other factors selected by the actuarial firm engaged by the Company from time to time to provide valuations of the Plan for financial reporting purposes. After a Change in Control, the assumptions shall continue to be selected by the actuarial firm engaged at the time of such Change in Control, even though the Company engages a different actuarial firm for subsequent work.

Section 5. Investment Authority.

(a) Contributions to the Trust shall be designated by the Company to one of the Subtrusts described in (1), (2), and (3) below. A “Subtrust” shall be accounted for as a separate portion of the Trust assets, and shall include earnings thereon. Assets of different Subtrusts may be commingled for investment as long as the value held for each Subtrust is accounted for. Assets generally may not be transferred among Subtrusts, except as follows. Assets in a Subtrust for benefits described in (3) shall be transferred to a Subtrust for benefits described in (2) to correspond to transfers by participants between investment alternatives under the Plans upon direction from the Company prior to a Change in Control or by action of the Trustee without direction after a Change in Control. The Subtrusts are established to fund:

(1) Benefits owed under Plans that are do not have individual accounts.

(2) Benefits payable in Company common stock under Plans that have individual accounts.

(3) Benefits not described in (2) that are owed under Plans that have individual accounts.

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Upon a Change in Control, a new separate Subtrust for each category of benefit described in (1), (2), and (3) shall be established for participants who are not covered by the Plans at the time of the Change in Control and their beneficiaries. The new Subtrust shall hold only contributions designated to it by the Company or transferred from a parallel new Subtrust under this Section 5(a), and earnings thereon.

(b) Prior to a Change in Control, the Company shall have the right, subject to this Section 5(b), to direct the Trustee with respect to investments.

(1) The Company may at any time direct the Trustee to segregate all or a portion of any Subtrust in a separate investment account or accounts and may appoint one or more investment managers and/or an investment committee established by the Company to direct the investment and reinvestment of each such investment account or accounts. In such event, the Company shall notify the Trustee of the appointment of each such investment manager and/or investment committee. No such investment manager shall be related, directly or indirectly, to the Company, but members of the investment committee may be employees of the Company.

(2) Thereafter (until a Change in Control), the Trustee shall make every sale or investment with respect to such investment account as directed in writing by the investment manager or investment committee. It shall be the duty of the Trustee to act strictly in accordance with each direction. The Trustee shall be under no duty to question any such direction of the investment manager or investment committee, to review any securities or other property held in such investment account or accounts acquired by it pursuant to such directions or to make any recommendations to the investment managers or investment committee with respect to such securities or other property.

(3) Notwithstanding the foregoing, the Trustee, without obtaining prior approval or direction from an investment manager or investment committee, shall invest cash balances held by it from time to time in short term cash equivalents including, but not limited to, through the medium of any short term common, collective or commingled trust fund established and maintained by the Trustee subject to the instrument establishing such trust fund, U.S. Treasury Bills, commercial paper (including such forms of commercial paper as may be available through the Trustee’s Trust Department), certificates of deposit (including certificates issued by the Trustee in its separate corporate capacity), and similar type securities, with a maturity not to exceed one year; and, furthermore, sell such short term investments as may be necessary to carry out the instructions of an investment manager or investment committee regarding more permanent type investments and directed distributions.

(4) The Trustee shall neither be liable nor responsible for any loss resulting to the Trust assets by reason of any sale or purchase of an investment directed by an investment manager or investment committee nor by reason of the failure to take any action with respect to any investment which was acquired pursuant to any such direction in the absence of further directions of such investment manager or investment committee.

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(c) Following a Change in Control, the Trustee shall have the sole and absolute discretion in the management of the Trust assets. In investing the Trust assets, the Trustee shall consider:

(1) the needs of the Plans;

(2) the need for matching of the Trust assets with the liabilities of the Plans; and

(3) the duty of the Trustee to act solely in the best interests of the participants and their beneficiaries.

(d) The Trustee shall have the right, in its sole discretion, to delegate its investment responsibility to an investment manager who may be an affiliate of the Trustee. In the event the Trustee shall exercise this right, the Trustee shall remain, at all times responsible for the acts of an investment manager. The Trustee shall have the right to purchase an insurance policy or an annuity to fund the benefits of the Plans.

(e) The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets (other than securities issued by the Trustee or the Company) of equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity; provided, however, that, following a Change in Control, no such substitution shall be permitted unless the Trustee determines that the fair market values of the substituted assets are equal.

Section 6. Disposition of Income.

During the term of the Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 7. Accounting by Trustee.

The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within 45 days following the close of each calendar year and within 45 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

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Section 8. Responsibility of Trustee.

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) If the Trustee undertakes or defends any litigation arising in connection with this Trust or to protect a participant’s or beneficiary’s rights under the Plans, the Company agrees to indemnify the Trustee against the Trustee’s costs, reasonable expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.

(c) Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of participants or their beneficiaries under the Plans.

(d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and may rely on any determinations made by such agents and information provided to it by the Company.

(e) The Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power prior to a Change in Control to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation and Expenses of Trustee.

The Trustee shall be reimbursed for all expenses and shall be paid a reasonable fee fixed by it from time to time. No increase in the fee shall be effective before 90 days after the Trustee

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gives notice to the Company of the increase. The Company shall pay the Trustee’s fees and expenses. If not so paid, the Trustee shall take payment of the fees and expenses from the Trust assets, which shall be charged to the Subtrusts in proportion to the assets held in each. The Company shall reimburse the Trust for any fees and expenses paid out of it.

Section 10. Resignation and Removal of Trustee.

(a) Prior to a Change in Control, the Trustee may resign at any time by written notice to the Company, which shall be effective 60 days after receipt of such notice unless the Company and the Trustee agree otherwise. After a Change in Control, the Trustee may resign only after the appointment of a successor Trustee.

(b) The Trustee may be removed by the Company on 60 days notice or upon shorter notice accepted by the Trustee prior to a Change in Control. After a Change in Control, the Trustee may only be removed by the Company with written consent from the number of participants described in Section 12(a)(1).

(c) If the Trustee seeks to resign or is removed after a Change in Control, a successor Trustee that qualifies under Section 11(a) shall be selected by one of the following:

(1) The Trustee;

(2) The Company, if written consent for the removal was given by the number of participants described in Section 12(a)(1); or

(3) Upon Trustee application, by a court of competent jurisdiction.

(d) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

(e) If the Trustee resigns or is removed before any Change in Control, the Company shall appoint a successor in accordance with Section 11 hereof, by the effective date of resignation or removal. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor.

(a) Any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law and that has total assets in excess of $50 million, may be appointed as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

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(b) The successor trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Section 12. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company in accordance with any of the following:

(1) A written consent to the amendment is given by participants who constitute a majority in number of all the participants in the Plans and who are owed at least two-thirds of the present value of the accrued benefits under the Plans.

(2) The amendment will not have a material adverse effect on the rights of any participant in the Plans.

(3) The amendment is necessary to comply with any law, regulation, or other legal requirement.

Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plans. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company after all fees and expenses of the Trust have been paid.

(c) Upon written approval of all participants and beneficiaries entitled to payment of benefits owed from a Subtrust, the Company may terminate that Subtrust prior to the time all benefits owed from the Subtrust have been paid and the assets of that Subtrust shall be returned to the Company.

Section 13. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

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(c) This Trust Agreement shall be governed by and construed in accordance with the laws of Oregon.

(d) For purposes of this Trust, Change in Control shall mean the occurrence of any of the following events:

(1) The consummation of:

(A) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

(2) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(3) Any Person (as hereinafter defined) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly, of Voting Securities representing 20 percent or more of the combined voting power of the then outstanding Voting Securities. “Person” shall mean and include any individual, corporation, partnership, group, association or other “person,” as such term is used in Section 14(d) of the Exchange Act, other than the Company or any employee benefit plan sponsored by the Company.

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NORTHWEST NATURAL GAS COMPANY		WACHOVIA BANK, N.A.
By:	/S/    MARK S. DODSON	By:
Its:	President and Chief Executive Officer	Its:
Date Signed:	December 16, 2005	Date Signed:

APPENDIX A

List of Plans covered by Northwest Natural Gas Company Supplemental Trust as of January 1, 2005:

Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives

Northwest Natural Gas Company Supplemental Executive Retirement Plan

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EX-10.8

EXHIBIT 10.8

FORM OF LONG TERM INCENTIVE AWARD AGREEMENT

This Agreement is entered into as of                     , between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and                      (“Recipient”).

On                     , the Organization and Executive Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) authorized an objectively-determinable performance-based award (the “TSR Award”) to Recipient pursuant to Section 8 of the Company’s Long Term Incentive Plan (the “Plan”) and a subjective performance-based award (the “Strategic Award”) to Recipient pursuant to Section 6 of the Plan. Compensation paid pursuant to the TSR Award is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), while compensation paid pursuant to the Strategic Award will not so qualify. Recipient desires to accept the awards subject to the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Awards. Recipient’s “Target Share Amount” for purposes of this Agreement is                  shares.

1.1 TSR Award. Subject to the terms and conditions of this Agreement, the Company shall issue or otherwise deliver to the Recipient the number of shares of Common Stock of the Company (the “TSR Performance Shares”) determined under this Agreement based on (a) the performance of the Company’s Common Stock relative to a peer group of companies during the three-year period from January 1,              to December 31,              (the “Award Period”) as described in Section 2 and (b) Recipient’s continued employment during the Award Period as described in Section 4. If the Company issues or otherwise delivers TSR Performance Shares to Recipient, the Company shall also pay to Recipient the amount of cash determined under Section 5 (the “TSR Dividend Equivalent Cash Award”). Recipient’s “TSR Target Share Amount” for purposes of this Agreement is 75% of the Target Share Amount.

1.2 Strategic Award. Subject to the terms and conditions of this Agreement, the Company shall issue or otherwise deliver to the Recipient the number of shares of Common Stock of the Company (the “Strategic Performance Shares” and, together with the TSR Performance Shares, the “Performance Shares”) determined under this Agreement based on (a) the Company’s performance against milestones during the Award Period as determined by the Committee under Section 3 and (b) Recipient’s continued employment during the Award Period as described in Section 4. If the Company issues or otherwise delivers Strategic Performance Shares to Recipient, the Company shall also pay to Recipient the amount of cash determined under Section 5 (the “Strategic Dividend Equivalent Cash Award” and, together with the TSR Dividend Equivalent Cash Award, the “Dividend Equivalent Cash Awards”). Recipient’s “Strategic Target Share Amount” for purposes of this Agreement is 25% of the Target Share Amount.

2. TSR Performance Condition.

2.1 Subject to possible reduction under Section 4, the number of TSR Performance Shares to be issued or otherwise delivered to Recipient shall be determined by

multiplying the TSR Payout Factor (as defined below) by the TSR Target Share Amount; provided, however, that no TSR Performance Shares shall be issued or otherwise delivered unless the Company’s TSR (as defined below) for the Award Period is at least         %.

2.2 To determine the “TSR Payout Factor,” the ten Peer Group Companies (as defined below) shall be ranked based on their respective TSR’s from highest to lowest, with the Peer Group Company with the highest TSR having a TSR Ranking of “1” and the Peer Group Company with the lowest TSR having a TSR Ranking of “10.” If the Company’s TSR is equal to the TSR of any other Peer Group Company, the TSR Payout Factor will be the percentage in the following table corresponding to the TSR Ranking of that Peer Group Company.

TSR Ranking	TSR Payout Factor
10	0%
9	0%
8	25%
7	25%
6	50%
5	75%
4	100%
3	125%
2	150%
1	200%

If the Company’s TSR is higher than the TSRs of all Peer Group Companies, the TSR Payout Factor will be 200%. If the Company’s TSR is not at least as high as the TSR of the Peer Group Company with the TSR Ranking of “8,” the TSR Payout Factor will be 0%. If the Company’s TSR is between the TSRs of any two Peer Group Companies with TSR Rankings between “1” and “8,” the TSR Payout Factor shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the percentages in the above table corresponding to the TSR Rankings of the two Peer Group Companies. The product of that calculation shall be added to the percentage in the above table corresponding to the TSR Ranking of the lower Peer Group Company, and the resulting sum shall be the TSR Payout Factor.

2.3 The “Peer Group Companies” are AGL Resources Inc., Atmos Energy Corporation, Cascade Natural Gas Corporation, The Laclede Group, Inc., New Jersey Resources Corporation, Nicor Inc., Peoples Energy Corporation, Piedmont Natural Gas Company, Inc., Southwest Gas Corporation, and WGL Holdings, Inc. If prior to the end of the Award Period, the common stock of any Peer Group Company ceases to be publicly traded for any reason, then such company shall no longer be considered a Peer Group Company, and an alternate peer company shall become a Peer Group Company effective as of the start of the Award Period. The alternate peer companies, and the order in which they will be added as Peer Group Companies, if necessary, are: first, South Jersey Industries, Inc.; second, Keyspan Corporation; and third, Vectren Corporation.

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2.4 The “TSR” for the Company and each Peer Group Company shall be calculated by (a) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the period from October 1,              to December 31,             , (b) assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the period from October 1,              to December 31,             . The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage.

3. Strategic Performance Condition. Subject to possible reduction under Section 4, the number of Strategic Performance Shares to be issued or otherwise delivered to Recipient shall be determined by multiplying the Strategic Payout Factor by the Strategic Target Share Amount. The “Strategic Payout Factor” shall be a percentage between 0% and 200% determined by the Committee after the Award Period based on the Committee’s assessment of the extent to which the Company has achieved the following goals during the Award Period:

[Applicable goals]

The Strategic Payout Factor shall be the same percentage for Recipient and all other recipients of similar awards for the Award Period. In determining the Strategic Payout Factor, the Committee in its discretion generally will assign a percentage of 100% for satisfactory achievement of all goals, a higher percentage for exceeding expectations and a lower percentage if goals are not achieved.

4. Employment Condition.

4.1 In order to receive the full number of Performance Shares determined under Section 2 or Section 3, Recipient must be employed by the Company on the last day of the Award Period.

4.2 If Recipient’s employment by the Company is terminated at any time prior to the end of the Award Period because of death, physical disability (within the meaning of Section 22(e)(3) of the Code), or retirement (as defined in the Company’s Retirement Plan for Non-Bargaining Unit Employees) at or after reaching age 60, Recipient shall be entitled to receive pro-rated awards. The number of each type of Performance Shares to be issued or otherwise delivered as a pro-rated award shall be determined by multiplying the number of Performance Shares determined under Section 2 or Section 3 by a fraction, the numerator of which is the number of days Recipient was employed by the Company during the Award Period and the denominator of which is the number of days in the Award Period.

4.3 If Recipient’s employment by the Company is terminated at any time prior to the end of the Award Period and Section 4.2 does not apply to such termination, Recipient shall not be entitled to receive any Performance Shares.

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5. Dividend Equivalent Cash Awards. The amount of each type of Dividend Equivalent Cash Award shall be determined by multiplying the number of Performance Shares deliverable to Recipient as determined under Sections 2 and 4 or under Sections 3 and 4, as applicable, by the total amount of dividends paid per share of the Company’s Common Stock for which the dividend record date occurred after the beginning of the Award Period and before the date of delivery of the Performance Shares.

6. Certification and Payment. At the regularly scheduled meeting of the Committee held in February of the year immediately following the final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance Shares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the number of TSR Performance Shares deliverable and the amount of the TSR Dividend Equivalent Cash Award payable to Recipient, and shall submit these calculations to the Committee. At or prior to the Certification Meeting, the Committee shall certify in writing (which may consist of approved minutes of the Certification Meeting) the levels of TSR attained by the Company and the Peer Group Companies, the number of TSR Performance Shares deliverable to Recipient and the amount of the TSR Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the amounts so certified shall be delivered or paid (as applicable) as soon as practicable following the Certification Meeting, and no amounts shall be delivered or paid prior to certification. No fractional shares shall be delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. Notwithstanding the foregoing, if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the terms of the Company’s Executive Deferred Compensation Plan, payment of the award shall be made in accordance with that election.

7. Tax Withholding. Recipient acknowledges that, on the date the Performance Shares are issued or otherwise delivered to Recipient (the “Payment Date”), the Value (as defined below) on that date of the Performance Shares (as well as the amount of the Dividend Equivalent Cash Awards) will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on these income amounts. To satisfy the required withholding amount, the Company shall first withhold all or part of the Dividend Equivalent Cash Awards, and if that is insufficient, the Company shall withhold the number of Performance Shares having a Value equal to the remaining withholding amount. For purposes of this Section 7, the “Value” of a Performance Share shall be equal to the closing market price for Company Common Stock on the last trading day preceding the Payment Date. Notwithstanding the foregoing, Recipient may elect not to have Performance Shares withheld to cover taxes by giving notice to the Company in writing prior to the Payment Date, in which case no Performance Shares shall be delivered to Recipient until Recipient shall have paid to the Company in cash any required tax withholding not covered by withholding of the Dividend Equivalent Cash Awards.

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8. Change in Control.

8.1 If a Change in Control (as defined below) occurs before the end of the Award Period, the Company shall, within 5 business days thereafter and subject to applicable tax withholding as provided for in Section 7, issue or otherwise deliver to Recipient a number of Performance Shares equal to the Target Share Amount and pay to Recipient a Dividend Equivalent Cash Award based on such number of Performance Shares. Amounts delivered or paid under this Section 8 shall be in satisfaction of any and all obligations of the Company to issue or otherwise deliver Performance Shares or pay Dividend Equivalent Cash Awards under this Agreement.

8.2 For purposes of this Agreement, a “Change in Control” of the Company shall mean the occurrence of any of the following events:

(a) The consummation of:

(1) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

(b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

8.3 Amendment of Prior Agreements. Recipient is a party to one or more agreements relating to prior performance-based awards under the Plan. The definition of Change in Control in Section 7.2 of each of those prior agreements is hereby amended in its entirety and replaced by the definition in Section 8.2 of this Agreement.

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9. Changes in Capital Structure. If the outstanding Common Stock of the Company is hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares or dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Committee in the number and kind of shares subject to this Agreement so that the Recipient’s proportionate interest before and after the occurrence of the event is maintained.

10. Approvals. The issuance by the Company of authorized and unissued shares or reacquired shares under this Agreement is subject to the approval of the Oregon Public Utility Commission and the Washington Utilities and Transportation Commission, but no such approvals shall be required for the purchase of shares on the open market for delivery to Recipient in satisfaction of its obligations under this Agreement. The obligations of the Company under this Agreement are otherwise subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the award under this Agreement. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Common Stock under this Agreement if such issuance or delivery would violate applicable state or federal law.

11. No Right to Employment. Nothing contained in this Agreement shall confer upon Recipient any right to be employed by the Company or to continue to provide services to the Company or to interfere in any way with the right of the Company to terminate Recipient’s services at any time for any reason, with or without cause.

12. Miscellaneous.

12.1 Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subjects hereof and may be amended only by written agreement between the Company and Recipient.

12.2 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States Mail as registered or certified mail, return receipt requested, postage prepaid, addressed to the Company, Attention: Corporate Secretary, at its principal executive offices or to Recipient at the address of Recipient in the Company’s records, or at such other address as such party may designate by ten (10) days’ advance written notice to the other party.

12.3 Assignment; Rights and Benefits. Recipient shall not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company’s successors and assigns and, subject to the foregoing restriction on assignment, be binding upon Recipient’s heirs, executors, administrators, successors and assigns.

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12.4 Further Action. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

12.5 Applicable Law; Attorneys’ Fees. The terms and conditions of this Agreement shall be governed by the laws of the State of Oregon. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees to be set by the trial court and, upon any appeal, the appellate court.

12.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

NORTHWEST NATURAL GAS COMPANY

By

Title

RECIPIENT

7

EX-10.9

EXHIBIT 10.9

FORM OF RESTRICTED STOCK BONUS AGREEMENT

This Agreement is entered into as of                     , 200    , between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and                          (“Recipient”).

The Company has awarded a restricted stock bonus to Recipient pursuant to Section 6 of the Company’s Long Term Incentive Plan (the “Plan”) and Recipient desires to accept the award subject to the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Award of Restricted Stock Bonus. Subject to the terms and conditions of this Agreement, the Company hereby grants to Recipient              shares of Common Stock of the Company (the “Restricted Shares”). The Restricted Shares are subject to forfeiture to the Company as set forth in Section 3.

2. Shares Purchased on Open Market; Stock Certificate.

2.1 As soon as practicable after execution of this Agreement by the Company and Recipient, the Company shall pay to a securities broker or other third party an amount equal to the market price of the Restricted Shares, with instructions to purchase the Restricted Shares on the open market in Recipient’s name and to deliver the certificates in Recipient’s name representing the Restricted Shares to the Company to hold pursuant to Section 2.2.

2.2 To secure the rights of the Company under Sections 3 and 5, the Company will retain the certificate or certificates representing the Restricted Shares. Upon any forfeiture of Restricted Shares covered by this Agreement, the Company shall have the right to cancel such Restricted Shares in accordance with this Agreement without any further action by Recipient. After Restricted Shares have vested and all required withholding has been paid to the Company in connection with such vesting, the Company shall deliver a certificate for the vested Restricted Shares to Recipient (unless Recipient shall have made a deferral election as provided for in Section 5.3).

3. Vesting; Forfeiture Restriction.

3.1 All of the Restricted Shares shall initially be unvested. The Restricted Shares shall vest in accordance with the following schedule:

[VESTING SCHEDULE]

In addition, all Restricted Shares shall immediately vest if (a) Recipient’s employment by the Company is terminated because of death or physical disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the “Code”)), or (b) a Change in Control (as defined below) shall occur.

3.2 If Recipient ceases to be employed by the Company for any reason or for no reason, with or without cause, other than death or physical disability (within the meaning of Section 22(e)(3) of the Code) or upon the occurrence of a Change in Control, any unvested Restricted Shares shall be forfeited to the Company.

3.3 For purposes of this Agreement, a “Change in Control” of the Company shall mean the occurrence of any of the following events:

(a) The consummation of:

(1) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

(b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Company’s Board of Directors (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

4. Restriction on Transfer. Recipient shall not sell, assign, pledge, or in any manner transfer unvested Restricted Shares, or any right or interest in unvested Restricted Shares, whether voluntarily or by operation of law, or by gift, bequest or otherwise. Any sale or transfer, or purported sale or transfer, of unvested Restricted Shares, or any right or interest in unvested Restricted Shares, in violation of this Section 4 shall be null and void.

5. Tax Withholding; Deferral Election.

5.1 Except as otherwise provided in Section 5.2 or 5.3, Recipient acknowledges that, on the date (the “Vesting Date”) any portion of the Restricted Shares vests,

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the Value (as defined below) on that date of such vested Restricted Shares will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on this income amount. To satisfy the required withholding amount, Recipient shall surrender to the Company the number of vested Restricted Shares having a Value equal to the required withholding amount, and the Company shall have the right to cancel such number of vested Restricted Shares without any further action by Recipient before delivering the balance of the vested Restricted Shares to Recipient in accordance with Section 2.2. For purposes of this Section 5, the “Value” of a Restricted Share shall be equal to the closing market price for Company Common Stock on the last trading day preceding the Vesting Date. Notwithstanding the foregoing, Recipient may elect not to have Restricted Shares withheld to cover taxes by giving notice to the Company in writing prior to the Vesting Date, in which case no certificates for vested Restricted Shares shall be delivered to Recipient until Recipient shall have paid to the Company in cash any required tax withholding.

5.2 If Recipient timely files an election under Section 83(b) of the Code with respect to the Restricted Shares, Recipient acknowledges that the Value of the Restricted Shares as of the date of this Agreement will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on this income amount. Promptly following Recipient’s filing of a timely election under Section 83(b) of the Code, the Company will notify Recipient of the required withholding amount. Within 10 days of such notice, Recipient shall pay to the Company the required withholding amount in cash or, at the election of Recipient, by surrendering to the Company for cancellation other fully vested shares of Common Stock of the Company valued at the closing market price for Company Common Stock on the last trading day preceding the date of Recipient’s election to surrender such shares.

5.3 Recipient may elect to defer receipt of Restricted Shares pursuant to the terms of the Company’s Deferred Compensation Plan for Directors and Executives (the “DCP”), in which case the deferral shall be credited only to Recipient’s Company Stock Account under the DCP. If Recipient makes a valid election to defer receipt of Restricted Shares pursuant to the DCP, promptly after the deferral election becomes irrevocable the Company shall cause the Common Stock subject to such irrevocable deferral to be transferred to the trustee of the Northwest Natural Gas Company Supplemental Trust. The Common Stock so transferred (and the related credit to Recipient’s stock account under the DCP) shall nevertheless remain subject to forfeiture under Section 3.2 until vested as provided in Section 3.1. In the case of a valid deferral under the DCP, withholding of taxes shall be governed by the terms of the DCP.

6. Rights as Shareholder; Dividends. Upon the execution and delivery of this Agreement and the purchase of the Restricted Shares in the market as provided in Section 2.1, the award of the Restricted Shares shall be completed and, except as limited by this Agreement, Recipient shall be the owner of the Restricted Shares with all rights of a shareholder, including the right to vote the Restricted Shares and to receive dividends payable with respect to the Restricted Shares; provided, however, that Recipient shall not be treated as the owner of any shares that have been transferred to and are held by the trustee of the Northwest Natural Gas Company Supplemental Trust pursuant to Section 5.3. Until the Restricted Shares become vested, the Restricted Shares will not be treated as issued shares for tax purposes and dividends paid to Recipient with respect to unvested Restricted Shares will be treated for federal and state income and FICA tax purposes as ordinary compensation income subject to applicable withholding.

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7. Additional Shares of Company Common Stock. If, prior to vesting of Restricted Shares, the outstanding Common Stock is increased as a result of a stock dividend or stock split, the restrictions and other provisions of this Agreement shall apply to any such additional shares of Common Stock which are issued in respect of the Restricted Shares to the same extent as such restrictions and other provisions apply to the Restricted Shares.

8. Restrictive Legends. Stock certificates for shares granted under this Agreement may bear the following legends:

The shares represented by this certificate are subject to a Restricted Stock Bonus Agreement between the registered owner and Northwest Natural Gas Company which restricts the transferability of the shares. A copy of the agreement is on file with the Secretary of Northwest Natural Gas Company.

9. No Right to Employment. Nothing contained in this Agreement shall confer upon Recipient any right to be employed by the Company or to continue to provide services to the Company or to interfere in any way with the right of the Company to terminate Recipient’s services at any time for any reason, with or without cause.

10. Miscellaneous.

10.1 Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subjects hereof and may be amended only by written agreement between the Company and Recipient.

10.2 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States Mail as registered or certified mail, return receipt requested, postage prepaid, addressed to the Company, Attention: Corporate Secretary, at its principal executive offices or to Recipient at the address of Recipient in the Company’s records, or at such other address as such party may designate by ten (10) days’ advance written notice to the other party.

10.3 Assignment; Rights and Benefits. Recipient shall not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company’s successors and assigns and, subject to the foregoing restriction on assignment, be binding upon Recipient’s heirs, executors, administrators, successors and assigns.

10.4 Further Action. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

10.5 Applicable Law; Attorneys’ Fees. The terms and conditions of this Agreement shall be governed by the laws of the State of Oregon. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees to be set by the trial court and, upon any appeal, the appellate court.

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10.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

NORTHWEST NATURAL GAS COMPANY

By

Title

RECIPIENT

5