Form of Officers' Certificate, together with form of jr subordinated debentures



 Exhibit 4(m) 
 NORTHWEST NATURAL GAS COMPANY 
 OFFICER’S CERTIFICATE 
 Creating the Series          Junior Subordinated Debentures due
         
                     , the
                                        
of Northwest Natural Gas Company (the “Company”), pursuant to the authority granted in the accompanying Board Resolutions (all capitalized terms used herein which are not defined herein or in Exhibit A hereto, but are defined in the
Indenture referred to below, shall have the meanings specified in the Indenture), and Sections 201 and 301 of the Indenture, does hereby certify to
                     (the “Trustee”), as Trustee under the Indenture of the Company (For Unsecured Subordinated Debt Securities)
dated as of             , 200     (the “Indenture”) that: 
  

	1.	The securities to be issued under the Indenture shall be designated “Series          Junior Subordinated Debentures due
        ” (the “Debentures of the          Series”) and shall be issued in substantially the form set forth in Exhibit A hereto;


  

	2.	The Debentures of the          Series shall mature and the principal shall be due and payable together with all accrued and unpaid
interest thereon on                 ,         ; 

  

	3.	The Debentures of the          Series shall bear interest as provided in the form thereof set forth as Exhibit A hereto;


  

	4.	Each installment of interest on a Debenture of the          Series shall be payable as provided in the form thereof set forth as
Exhibit A hereto; 

  

	5.	Registration and registration of transfers and exchanges in respect of the Debentures of the          Series may be effected at the
office or agency of the Company in the City of                     . Notices and demands to or upon the Company in respect of the Debentures
of the          Series may be served at the office or agency of the Company in the City of
                    . The Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment, registration and
registration of transfers and exchanges and service of notices and demands and the Company hereby appoints the Trustee as its agent for all such purposes; provided, however, that the Company reserves the right to change, by one or more
Officer’s Certificates, any such office or agency and such agent. The Trustee will initially be the Security Registrar and the Paying Agent for the Debentures of the          Series;


  

	6.	The Regular Record Date for the interest payable on any given Interest Payment Date with respect to the Debentures of the         
Series shall be the close of business on the 15th calendar day next preceding such Interest Payment Date, provided that if the Debentures of the          Series are held by a securities depository in
book-entry form, the Regular Record Date will be the close of business on the Business Day immediately preceding such Interest Payment Date; 

  

	7.	[Redemption provisions, if any will be inserted]; 

  

	8.	So long as any Debentures of the          Series are Outstanding, the failure of the Company to pay interest on any Debentures of the
         Series within 30 days after the same becomes due and payable (whether or not payment is prohibited by the subordination provisions of Article Fourteen of the Indenture) shall constitute an
Event of Default; provided, however, that a valid extension of the interest payment period by the Company as contemplated in Section 312 of the Indenture and paragraph (9) of this Certificate shall not constitute a failure to pay interest
for this purpose]; 









	9.	Pursuant to Section 312 of the Indenture, so long as no Event of Default under the Indenture has occurred and is continuing with respect to the Securities of any series, the
Company shall have the right, at any time and from time to time during the term of the Debentures of the          Series, to extend the interest payment period to a period not exceeding
         consecutive quarterly periods [consecutive years] (an “Extension Period”); provided that no Extension Period shall extend beyond the Stated Maturity or end on a day other than an
Interest Payment Date. During the Extension Period interest (calculated for each Interest Period in the manner provided for in Exhibit A hereto, as if the interest payment period had not been so extended) will be compounded [quarterly]. At the end
of the Extension Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid thereon (together with interest thereon at the rate specified for the Debentures of the
         Series, compounded [quarterly], to the extent permitted by applicable law), to the Person in whose name the Debentures of the          Series are
registered at the close of business on the Regular Record Date for the Interest Payment Date on which such Extension Period ended; provided that any such accrued and unpaid interest payable at Stated Maturity or any Redemption Date will be paid to
the Person to whom principal is payable. With respect to the Debentures of          Series, the term “Interest Period” shall mean each period from, and including, an Interest Payment Date to,
but excluding, the next succeeding Interest Payment Date, except that the first Interest Period shall commence on the date of original issuance. However, during any such Extension Period, the Company shall not 

 (A) declare or pay any dividends or distributions on its capital stock, or 
 (B) redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock, or 
 (C) pay any principal, interest or premium on, or repay, repurchase or redeem any debt securities that are equal or junior in right of
payment to the Debentures of the          Series; or 
 (D) make any payments
with respect to any guarantee of debt securities by the Company if such guarantee is equal or junior in right of payment to the Debentures of the          Series (“Restricted Payments”).

 The foregoing provisions shall not prevent or restrict the Company from making: 
 (a) purchases, redemptions or other acquisitions of its capital stock in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors or agents or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the
interest payment period is extended requiring it to purchase, redeem or acquire its capital stock; 
 (b) any payment,
repayment, redemption, purchase, acquisition or declaration of dividend described in clauses (A) and (B) above as a result of a reclassification of its capital stock, or the exchange or conversion of all or a portion of one class or series
of its capital stock for another class or series of its capital stock; 
  

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 (c) the purchase of fractional interests in shares of its capital stock pursuant to the
conversion or exchange provisions of its capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts; 
 (d) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or
acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock and distributions in connection with the settlement of stock purchase
contracts); 
 (e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder
rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or 
 (f) payments under any preferred trust securities guarantee or guarantee of junior subordinated debentures executed and delivered by the Company concurrently with the issuance by a trust of any preferred trust securities, so long as the
amount of payments made on any preferred trust securities or junior subordinated debentures (as the case may be) is paid on all preferred trust securities or junior subordinated debentures that are equal or senior in right of payment to the
Debentures of the          Series (as the case may be) then outstanding on a pro rata basis in proportion to the full distributions to which each series of preferred trust securities or junior
subordinated debentures (as the case may be) is then entitled if paid in full. 
 Prior to the termination of any such Extension Period, the
Company may further extend the interest payment period, provided that such Extension Period together with all such previous and further extensions thereof shall not exceed          consecutive quarterly
periods [consecutive years] at any one time or extend beyond the Maturity of the Debentures of the          Series. Upon the termination of any such Extension Period and the payment of all amounts then
due, including interest on deferred interest payments, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof; 

 

	10.	In the event that, at any time subsequent to the initial authentication and delivery of the Debentures of the          Series, the
Debentures of the          Series are to be held in global form by a securities depositary, the Company may at such time establish the matters contemplated in clause (r) in the second paragraph of
Section 301 of the Indenture in an Officer’s Certificate supplemental to this certificate; 

  

	11.	No service charge shall be made for the registration of transfer or exchange of the Debentures of the          Series; provided,
however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer; 

  

	12.	If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Debentures of the          Series, or
any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the
Company shall also deliver to the Trustee, together with such Officer’s Certificate, either: 

  

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 (A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of
its indebtedness in respect of the Debentures of the          Series, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such
additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible
Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Debentures of the          Series or portions thereof, all in
accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by
the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or 
 (B) an Opinion of Counsel to the effect that, as a result of (i) the receipt by the Company from, or the publication by, the Internal
Revenue Service of a ruling or (ii) a change in law occurring after the date of this certificate, the Holders of such Debentures of the          Series, or portions of the principal amount thereof,
will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the
same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected; 
  

	13.	The Company reserves the right to require legends on Debentures of the          Series as it may determine are necessary to ensure
compliance with the securities laws of the United States and the states therein and any other applicable laws; 

  

	14.	The Debentures of the          Series shall have such other terms and provisions as are provided in the form set forth as Exhibit A
hereto; 

  

	15.	The undersigned has read all of the covenants and conditions contained in the Indenture relating to the issuance of the Debentures of the
         Series and the definitions in the Indenture relating thereto and in respect of which this certificate is made; 

  

	16.	The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions
by the undersigned with officers and employees of the Company familiar with the matters set forth herein; 

  

	17.	In the opinion of the undersigned, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such
covenants and conditions have been complied with; and 

  

	18.	In the opinion of the undersigned, such conditions and covenants and conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent)
to the authentication and delivery of the Debentures of the          Series requested in the accompanying Company Order No.     , have been complied with.


  

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 IN WITNESS WHEREOF, I have executed this Officer’s Certificate on behalf of the Company
this              day of             ,
            . 
  

					
	By:	 	  
	 	


  

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 Exhibit A 
  

			
	No.                    	 	CUSIP No.                     

 [FORM OF FACE OF JUNIOR SUBORDINATED DEBENTURE] 
 NORTHWEST NATURAL GAS COMPANY 
 SERIES [    ] JUNIOR SUBORDINATED DEBENTURES DUE              
 NORTHWEST NATURAL GAS COMPANY, a corporation duly organized and existing under the laws of the State of Oregon (herein referred to as the
“Company”, which term includes any successor Person under the Indenture), for value received, hereby promises to pay to
[                    ], or registered assigns, the principal sum of
                     Dollars on              and to pay interest on said
principal sum              on             ,
            ,              and              of
each year commencing              (each an “Interest Payment Date”) at the rate of     % per annum until the principal hereof is paid or made
available for payment. [Provision for reset of interest rate will be inserted, if applicable.] Interest on the Securities of this series will accrue from and including             ,
to and excluding the first Interest Payment Date, and thereafter will accrue from and including the last Interest Payment Date to which interest has been paid or duly provided for. No interest will accrue on the Securities with respect to the day on
which the Securities mature. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment
in respect of such delay); provided, however, that if such Business Day is in the next succeeding calendar year, payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the Interest
Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be payable to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the “Regular Record Date” for such interest installment which shall be the close of business on the 15th calendar day next preceding such Interest Payment Date, provided that if the Securities are
held by a securities depository in book-entry form, the Regular Record Date will be the close of business on the Business Day immediately preceding such Interest Payment Date, and provided further that interest payable at Maturity or on any
Redemption Date will be paid to the Person to whom principal is payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder of this Security on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to on the reverse hereof. 
 Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that
purpose in [The City of New York, the State of New York] in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the
Company, interest on this Security may be paid by check mailed to the address of the Person entitled thereto, as such address shall appear on the Security Register or by a wire transfer to an account designated by the Person entitled thereto.

  

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 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date of authentication set forth below. 
  

			
	NORTHWEST NATURAL GAS COMPANY
		
	By:	 	  



 [FORM OF CERTIFICATE OF AUTHENTICATION] 
 CERTIFICATE OF AUTHENTICATION 
 Dated: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	                                      
  , as Trustee
		
	By:	 	  

		 	Authorized Signatory


  

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 [FORM OF REVERSE OF JUNIOR SUBORDINATED DEBENTURE] 
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture (For Unsecured Subordinated Debt Securities), dated as of                      (herein, together with any
amendments thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and [            ], as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer’s Certificate filed with the Trustee on
                    , creating the series designated on the face hereof (herein called, the “Officer’s Certificate”), for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof. 
 [Redemption provisions, if any, will be inserted] 
 [Interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of such Security, or one or more
Predecessor Securities, of record at the close of business on the related Regular Record Date referred to on the face hereof, all as provided in the Indenture. 
 In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.] 
 The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness of the Company, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and
(c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture including the Officer’s Certificate described above.

 If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of and interest on the
Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain 

  

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provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not
have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be
continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency,
herein prescribed. 
 Pursuant to Section 312 of the Indenture, so long as no Event of Default under the Indenture has occurred and is
continuing with respect to the Securities of any series, the Company shall have the right, at any time and from time to time during the term of the Securities of this series, to extend the interest payment period to a period not exceeding
             consecutive quarterly periods [consecutive years] (an “Extension Period”); provided that no Extension Period shall extend beyond the Stated Maturity or end on
a day other than an Interest Payment Date. During the Extension Period interest (calculated for each Interest Period in the manner provided for on the face hereof, as if the interest payment period had not been so extended) will be compounded
[quarterly]. At the end of the Extension Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid hereon (together with interest hereon at the rate specified for the Securities of this series, compounded
[quarterly], to the extent permitted by applicable law), to the Person in whose name the Securities of this series are registered at the close of business on the Regular Record Date for the Interest Payment Date on which such Extension Period ended;
provided that any such accrued and unpaid interest payable at Stated Maturity or any Redemption Date will be paid to the Person to whom principal is payable. With respect to the Securities of this series, the term “Interest Period” shall
mean each period from, and including, an Interest Payment Date to, but excluding, the next succeeding Interest Payment Date, except that the first Interest Period shall commence on the date of original issuance. However, during any such Extension
Period, the Company shall not (i) declare or pay any dividends or distributions on its capital stock, or (ii) redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock, or (iii) pay any
principal, interest or premium on, or repay, repurchase or redeem any debt securities that are equal or junior in right of payment to the Securities of this series, or (iv) make any payments with respect to any guarantee of debt securities by
the Company if such guarantee is equal or junior in right of payment to the Securities of this series (“Restricted Payments”). 
 The foregoing provisions shall not prevent or restrict the Company from making: 
 (a) purchases, redemptions or
other acquisitions of its capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or agents or a stock purchase or dividend reinvestment plan, or
the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the interest payment period is extended requiring it to purchase, redeem or acquire its capital stock; 
  

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 (b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend
described in clauses (i) and (ii) above as a result of a reclassification of its capital stock, or the exchange or conversion of all or a portion of one class or series of its capital stock for another class or series of its capital stock;

 (c) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions
of its capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts; 
 (d) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of
securities convertible into or exchangeable for shares of its capital stock and distributions in connection with the settlement of stock purchase contracts); 
 (e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan or the
declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or 
 (f) payments
under any preferred trust securities, subordinated debentures or junior subordinated debentures, executed and delivered by the Company that rank equal in right of payment to the Securities of this series, so long as the amount of payments made on
account of such securities is paid on all such securities then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities is then entitled if paid in full. 
 Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof shall not exceed              consecutive quarterly periods [consecutive years] at any one time or extend beyond the
Maturity of the Securities of this series. Upon the termination of any such Extension Period and the payment of all amounts then due, including interest on deferred interest payments, the Company may elect to begin a new Extension Period, subject to
the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. 
 The Securities of this
series are issuable only in registered form without coupons in denominations of $[1,000][25] and integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 
  

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 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms used in this Security which are defined either in the Indenture or in the Officer’s Certificate shall have the meanings assigned to them
in the Indenture or in the Officer’s Certificate. 
  

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