Exhibit 25(c)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification no.)
60 WALL STREET NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

NORTHWEST NATURAL GAS COMPANY

(Exact name of obligor as specified in its charter)

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

One Pacific Square, 220 N.W. Second Avenue

Portland, Oregon 97209

503-226-4211

(Address and telephone number of Registrant’s principal executive offices)

Debt Securities

(Title of the Indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

Not Applicable

Item 3.-15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 -	Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act. - business -Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 -	The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2010. Copy attached.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 28^th day of December, 2010.

DEUTSCHE BANK TRUST COMPANY AMERICAS
		/s/    Carol Ng
	By:	Carol Ng
		Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS

Legal Title of Bank

NEW YORK

City NY 10005

Zip Code State

FDIC Certificate Number: 00623

Printed on 11/4/2010 at 1:00 PM

FFIEC 031 Page RC-l 14

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for September 30, 2010 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC—Balance Sheet

ASSETS Dollar Amounts in Thousands RCFD Tril Bil Mil Thou

1. Cash and balances due from depository institutions (from Schedule RC-A):

a. Noninterest-bearing balances and currency and coin (1) 0081 350,000 1.a b. Interest-bearing balances (2) 0071 14,957,000 l.b

2. Securities:

a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a

b. Available-for-sale securities (from Schedule RC-B, column D) 1773 1,035,000 2.b

3. Federal funds sold and securities purchased under agreements to resell: RCON

a. Federal funds sold in domestic offices B987 109,000 3.a

b. Securities purchased under agreements to resell (3) B989 4,706,000 3.b

4. Loans and lease financing receivables (from Schedule RC-C):

a. Loans and leases held for sale 5369 0 4.a

b. Loans and leases, net of unearned income B528 13,802,000 4.b

c. LESS: Allowance for loan and lease losses 3123 146,000 4.c

d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 13,656,000 4.d

5. Trading assets (from Schedule RC-D) 3545 5,650,000 5

6. Premises and fixed assets (including capitalized leases) 2145 45,000 6

7. Other real estate owned (from Schedule RC-M) 2150 22,000 7

8. Investments in unconsolidated subsidiaries and associated companies 2130 0 8

9. Direct and indirect investments in real estate ventures 3656 0 9

10. Intangible assets:

a. Goodwill 3163 0 10.a

b. Other intangible assets (from Schedule RC-M) 0426 59,000 10.b

11. Other assets (from Schedule RC-F) 2160 5,326,000 11

12. Total assets (sum of items 1 through 11) 2170 45,915,000 12

(1) Includes cash items in process collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS

Legal Title of Bank

FDIC Certificate Number: 00623 Printed on 11/4/2010 at 1:00 PM

FFIEC 031 Page RC-2

15

Schedule RC—Continued

Dollar Amounts in Thousands

LIABILITIES

13. Deposits:

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)

(1) Noninterest-bearing (1)

(2) Interest-bearing

b. In foreign offices, Edge and Agreement subsidiaries, and IBFs

(from Schedule RC-E, part II)

(1) Noninterest-bearing

(2) Interest-bearing

14. Federal funds purchased and securities sold under agreements to repurchase:

a. Federal funds purchased in domestic offices (2)

b. Securities sold under agreements to repurchase (3)

15. Trading liabilities (from Schedule RC-D)             

16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)

17. and 18. Not applicable

19. Subordinated notes and debentures (4)

20. Other liabilities (from Schedule RC-G)

21. Total liabilities (sum of items 13 through 20)

22. Not applicable

EQUITY CAPITAL

Bank Equity Capital

23. Perpetual preferred stock and related surplus

24. Common stock            

25. Surplus (excludes all surplus related to preferred stock)            

26. a. Retained earnings

b. Accumulated other comprehensive income (5)

c. Other equity capital components (6)

27. a. Total bank equity capital (sum of items 23 through 26.c)

b. Noncontrolling (minority) interests in consolidated subsidiaries

28. Total equity capital (sum of items 27.a and 27.b)

29. Total liabilities and equity capital (sum of items 21 and 28)

Memoranda

To be reported with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2009             

1= Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified pubic accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank management’s assertion on the effectiveness of the bank’s

internal control over financial reporting by a certified public accounting firm.

To be reported with the March Report of Condition.

2. Bank’s fiscal year-end date             

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

RCFD Number

6724 N/A M.1

4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank’s financial statements by external auditors

7 = Compilation of the bank’s financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

Tril Bil Mil Thou

RCON

2200 13,661,000 13.a

6631 6,490,000 13.a.1

6636 7,171,000 13.a.2

RCFN

2200 10,304,000 13.b

6631 4,804,000 13.b.1

6636 5,500,000 13.b.2

RCON

B993 8,395,000 14.a

RCFD

B995 0 14.b

3548 396,000 15

3190 1,595,000 16

3200 0 19

2930 2,023,000 20

2948 36,374,000 21

3838 1,500,000 23

3230 2,127,000 24

3839 585,000 25

3632 4,897,000 26.a

B530 33,000 26.b

A130 0 26.c

3210 9,142,000 27.a

3000 399,000 27.b

G105 9,541,000 28

3300 45,915,000 29

RCON MM / DD

8678 N/A M.2