dex10c.htm


    


    NORTHWEST
NATURAL GAS COMPANY

    


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    


    2010
RESTATEMENT

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE OF CONTENTS

    
    

     

    
      	 1.	 Purpose:
      Effective Date	 1
	 	 	 
	 2.	 Eligibility	 1
	 	 	 
	 3.	 Years of
      Participation; Separation of Service	 1
	 	 	 
	 4.	 Normal
      Retirement Benefit	 1
	 	 	 
	 5.	 Early
      Retirement Benefit	 2
	 	 	 
	 6.	 Termination
      Benefit	 2
	 	 	 
	 7.	 Time and Form
      of Payment to Participant	 2
	 	 	 
	 8.	 Death
      Benefit	 3
	 	 	 
	 9.	 Change in
      Control	 4
	 	 	 
	 10.	 Administration	 10
	 	 	 
	 11.	 Claims
      Procedure	 11
	 	 	 
	 12.	 Amendment and
      Termination of the Plan	 12
	 	 	 
	 13.	 Miscellaneous	 13


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      INDEX OF TERMS

      
        	 	 	 
	 Term	 Section      	 Page
	 	 	 
	 Board	 1	 1
	 	 	 
	 Change in
      Control Severance Benefit	 9(b)	 4
	 Committee	 10(a)	 4
	 Company	 1	 1
	 	 	 
	 Deferred Comp
      Plan	 4(e)(ii)	 1
	 Disability -
      SERP	 6(e)	 2
	 	 	 
	 Early
      Retirement Date	 5(a)	 2
	 Effective
      Date	 1	 1
	 Eligibility
      Date	 2	 1
	 ESRIP	 1	 1
	 	 	 
	 Final Average
      Pay	 4(c)	 1
	 	 	 
	 Normal
      Retirement Date	 4(a)	 1
	 	 	 
	 Participant	 2	 1
	 Pension
      Offset	 4(e)	 2
	 Plan
      -SERP	 1	 1
	 	 	 
	 Qualified
      Plan	 1	 1
	 	 	 
	 Separation
      from Service	 3	 1
	 Short Service
      Factor	 4(d)	 1
	 	 	 
	 Tier 1
      Participant	 2	 1
	 Tier 2
      Participant	 2	 1
	 	 	 
	 Year of
      Participation	 3	 1
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    NORTHWEST NATURAL GAS
COMPANY


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    


    2010
RESTATEMENT

    


    


    1. Purpose; Effective
Date.  The Board of Directors (the “Board”) of Northwest
Natural Gas Company (the “Company”) adopts this Supplemental Executive
Retirement Plan (the “Plan”) in order to attract and retain highly effective
executives by providing retirement benefits in excess of those provided by the
Northwest Natural Gas Company Retirement Plan for Non-Bargaining Unit Employees
(the “Qualified Plan”). The Plan shall not apply to executives already covered
by the Company’s Executive Supplemental Retirement Income Plan (the “ESRIP”).
The Plan is intended to constitute an unfunded plan maintained for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees. The Plan was adopted effective as of September 1,
2004 (the “Effective Date”) and previously restated effective December 1,
2006.  In order to comply with changes in applicable law and to
clarify existing provisions, the Company adopted the 2007 Restatement effective
December 20, 2007, except the changes to the second sentence of 3, to 5(b), and
to 6(b) were effective September 1, 2004 as though included in the original
Plan.  The Plan is further amended by this 2010 Restatement on
December __, 2009 effective as of January 1, 2010.

     

    2. Eligibility.  Each
executive officer of the Company hired into such office after the Effective Date
and each other executive employee of the Company designated by the Organization
and Executive Compensation Committee of the Board shall be eligible to
participate in the Plan (a “Participant”). “Eligibility Date” means the date as
of which the Participant became an executive officer of the Company or the
effective date of designation to participate in the Plan, whichever applies. A
Participant with an Eligibility Date before December 1, 2006 (a “Tier 1
Participant”) shall be provided full benefits under the Plan and a Participant
with an Eligibility Date on or after that date (a “Tier 2 Participant”) shall be
provided with Make-Up Benefits as described in 4(f), 5(d), 6(d), 7(d), and 8(d).
Participants in the ESRIP shall not be eligible to participate in the
Plan.

     

    3. Years of Participation;
Separation from Service.  Vesting of benefits, accrual of
benefits, and eligibility for retirement shall be based on the Participant’s
Years of Participation. “Year of Participation” means a 12-month period elapsed
between the Participant’s Eligibility Date and Separation from Service,
including fractions of a year for any completed one-month periods.  If
participation is not continuous, whole and fractional months shall be aggregated
and any remaining fractional month shall be disregarded.  “Separation
from Service”, when used in this Plan, shall have the meaning ascribed to such
term in Treasury Regulations §1.409A-1(h).

     

    4. Normal Retirement
Benefit.

     

    (a) Normal Retirement
Date.  A Participant’s “Normal Retirement Date” is the first of
the month following Separation from Service at or after attainment of age 65 and
completion of five Years of Participation.

     

    (b) Amount of
Benefit.  A Tier 1 Participant’s benefit upon Normal Retirement
Date shall be a lump sum equal to six times Final Average Pay (FAP) times the
Short Service Factor (SSF) minus the Pension Offset (PO) as
follows:

     

    Lump sum
= (6 x FAP x SSF) - PO

    


    (c) Final Average
Pay.  “Final Average Pay” means the annual average determined
by taking the sum of the Participant’s Total Compensation for the five (5)
consecutive Compensation Years out of the Participant’s final ten (10)
Compensation Years with the Company which produce the highest five (5) year
total amount, and dividing such sum by five (5).

     

    (i) Total Compensation
for any Compensation Year means the sum of (A) plus (B):

     

    (A)           The
annual salary approved by the Board and in effect during the Compensation Year;
provided, however, that if a Participant’s salary is changed during a
Compensation Year, the salary amount included in Total Compensation for that
Compensation Year shall be the total amount of salary the Participant earned for
services during that Compensation Year or would have earned for services during
that Compensation Year if employment had continued at his or her final salary
level for the full Compensation Year.

     

    (B)           The
annual performance award for the prior calendar year approved by the Board by
the beginning of the Compensation Year; provided, however, that the amount of
the annual performance award included in Total Compensation for any calendar
year after 2009 shall not exceed 125% of the Participant’s target award;
provided further, however, that if a Participant has a Separation from Service
during the last 61 days of any Compensation Year, Total Compensation for each of
the Participant’s final ten (10) Compensation Years shall also be calculated as
the sum of the salary in effect for such Compensation Year as determined under
(A) plus the annual performance award for the calendar year that ended during
such Compensation Year, and these alternate Total Compensation calculations
shall be used if the resulting Final Average Pay is higher.

     

    (ii) Compensation Year
means the twelve (12) month period from March 1 to February 28/29, including any
partial portion of such period preceding a Separation from Service.

     

    (d) Short Service
Factor.  “Short Service Factor” means a percentage calculated
by dividing the Tier 1 Participant’s Years of Participation at Separation from
Service by 15, not to exceed 100 percent.

     

    (e) Pension
Offset.  “Pension Offset” means a lump sum amount equal to the
combined actuarial equivalent value of the following:

     

    (i) The Tier
1 Participant’s benefit payable at age 65 under the Qualified Plan in the normal
form provided by that plan;

     

    (ii) The
make-up benefit payable at age 65 provided by any elective nonqualified deferred
compensation plan of the Company (a “Deferred Comp Plan”) on account of the
reduction in benefits under the Qualified Plan and under Social Security
resulting from deferral of compensation under the Deferred Comp Plan;
and

     

    (iii) The Tier
1 Participant’s Social Security benefit payable at age 65, as estimated by the
Committee based on the Tier 1 Participant’s total compensation in the most
recent full calendar year and an assumed rate of increase over a full working
career.

    (f) Make-Up
Benefit.  A Tier 2 Participant’s benefit upon Normal Retirement
Date shall be equal to the amount, if any, by which the Tier 2 Participant’s
benefit under the Qualified Plan would be greater than the actual benefit
payable under the Qualified Plan upon Normal Retirement Date in the absence of
both the following limits:

    


    (i) The limit
provided by Section 401(a)(17) of the Internal Revenue Code on compensation
counted under the Qualified Plan.

     
 

    (ii) The limit
provided by Section 415(b) of the Internal Revenue Code on benefits payable
under the Qualified Plan.

     

    
      
        
        

      

      
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    (g) Deferred
Compensation.  The Tier 2 Participant’s Qualified Plan benefit
calculated without the limits in (f)(i) and (ii) shall treat salary and
bonus deferred by the Tier 2 Participant under the Northwest Natural Gas Company
Deferred Compensation Plan for Directors and Executives or the predecessor to
such plan as though it had been paid to or received by the Tier 2 Participant in
the year when the deferral occurred, but only to the extent such salary and
bonus is not counted in the calculation of a supplemental retirement benefit
payable to the Tier 2 Participant under Section 8 of such
plan.

     

    5. Early Retirement
Benefit.

     

    (a) Early Retirement
Date.  A Participant’s “Early Retirement Date” is the first of
the month following Separation from Service at or after attainment of age 55 and
completion of 15 Years of Participation and before attainment of age
65.

     

    (b) Amount of
Benefit.  A Tier 1 Participant’s benefit upon Early Retirement
Date shall be a lump sum determined under the same formula in 4(b) as the
benefit at Normal Retirement Date, with the same defined terms, subject to the
following additional detail in the definition of Pension Offset.  The
value of the Qualified Plan benefit and the make-up benefit provided by the
Deferred Comp Plan shall be based on the value at age 65 of the benefits payable
at age 65, even if those benefits start before age 65. The value of the Social
Security benefit shall be determined as of the later of the Tier 1
Participant’s  Early Retirement Date or the date the Tier 1
Participant will attain age 62 assuming payments commence on that determination
date and, if determined as of a future date, based on the assumptions of no
earnings after Early Retirement Date and future increases in the national
average wage index used to calculate Social Security benefits based on the
intermediate assumptions in the most recent report of the Social Security
trustees.

     

    (c) Reduction for Commencement
Before Age 60.  The Tier 1 Participant’s benefit upon Early
Retirement Date shall be reduced by five percent for each year by which Early
Retirement Date precedes the first of the month following the Tier 1
Participant’s 60th birthday, with interpolation for a partial year based on
one-twelfth of the full five percent for each month.

     

    (d) Make-Up
Benefit.  A Tier 2 Participant’s benefit upon Early Retirement
Date shall be the same as the Tier 2 Participant’s benefit upon Normal
Retirement Date, except the calculation shall be based on the Qualified Plan
benefit as of the Early Retirement Date without the limits described in 4(f)(i)
and (ii) and based on deferred salary and bonus as provided in
4(g).

     

    6. Termination
Benefit.

     

    (a) Vesting.  A
Participant shall become vested in benefits under the Plan upon completing five
Years of Participation, upon suffering a Disability, or when entitled to a
Change in Control Severance Benefit as provided in 9(a). A Participant whose
employment with the Company terminates prior to vesting shall forfeit any right
to benefits under the Plan, subject to reinstatement of such right upon rehire
into a position with the Company eligible to participate in the Plan. A
Participant whose Separation from Service with the Company occurs after becoming
vested and before qualifying for Early or Normal Retirement Date shall be paid a
termination benefit.

     

    (b) Amount of
Benefit.  A Tier 1 Participant’s termination benefit shall be
determined under the same formula in 4(b) as the benefit at Normal Retirement
Date, with the same defined terms, subject to the following additional detail in
the definition of Pension Offset.  The Pension Offset shall be
calculated the same as on Early Retirement Date, except the value of Social
Security benefits shall be determined as of the date the Tier 1 Participant will
attain age 65 assuming that payments commence on that date and based on the
assumptions of future earnings continuing at the Participant’s last pay rate
with the Company and future cost of living adjustments and increases in the
national average wage index used to calculate Social Security benefits based on
the intermediate assumptions in the most recent report of the Social Security
trustees.

     

    (c) Reduction for Commencement
Before Age 60.  The Tier 1 Participant’s termination benefit
shall be reduced by five percent for each year by which the first of the month
following Separation from Service precedes the first of the month following the
Participant’s 60th birthday, with interpolation for a partial year based on
one-twelfth of the full five percent for each month. This paragraph
(c) shall not reduce the Tier 1 Participant’s benefit below 40 percent
of the amount payable at age 60.

     

    (d) Make-Up
Benefit.  A Tier 2 Participant’s termination benefit shall be
the same as the Tier 2 Participant’s benefit upon Normal Retirement Date, except
the calculation shall be based on the Qualified Plan benefit, without the limits
described in 4(f)(i) and (ii) and based on deferred salary and bonus as
provided in 4(g), as of the date the Tier 2 Participant’s benefit commences as
provided in 7(d).

     

    (e) Disability.  “Disability”
means a termination of employment because of absence from duties with the
Company for 180 consecutive days as a result of the Participant’s incapacity due
to physical or mental illness or injury, unless within 30 days after a
written notice of termination is given following such absence the Participant
returns to full-time performance of Company duties.

     

    7. Time and Form of Payment to
Participant.

     

    (a) Lump
Sum.  Except as provided in (b), (c), and (f), benefits shall
be paid to a Tier 1 Participant in a lump sum of cash within 30 days
following the Tier 1 Participant’s Separation from Service.

     

    (b) Optional Annuity
Forms.  A Tier 1 Participant can receive payment of the Normal
Retirement benefit described in Section 4 or the Early Retirement benefit
described in Section 5 in any of the standard or optional annuity forms of
benefit described in 6.01 and 6.02 of the Qualified Plan, other than a joint and
survivor annuity upon marriage or remarriage after the annuity starting
date.

     

    (c) Election of Annuity
Form.  A Tier 1 Participant may elect to receive payment of the
benefit amounts described in Sections 4 or 5 in an annuity form of benefit in
lieu of a lump sum at any time by delivering written notice of the election to
the Committee.  The election shall take effect 12 months following the
date on which it is delivered to the Committee.  If the Tier 1
Participant has a Separation from Service less than 12 months following the date
the election is delivered or if the total benefit is no more than the applicable
dollar amount under Internal Revenue Code section 402(g)(1)(B) (which is $16,500
in 2010), benefits shall be paid in a lump sum.  An election to
receive an annuity form of benefit must specify a date for commencement of
annuity payments that is at least five years after Separation from
Service.  However, a Tier 1 Participant may elect no later than
December 31, 2008, to receive an annuity form of benefit in lieu of a lump sum
commencing with the first month following Separation from Service without a
five-year delay in commencement and such election shall be effective immediately
without a 12-month delay in effectiveness.  A Tier 1 Participant who
has elected to receive an annuity form of benefit may choose which of the
annuity forms described in (b) will be paid, and to change such choice, at any
time at least 30 days before the first day of the month in which annuity
payments commence.  If the Tier 1 Participant does not make a timely
election under this 7(c), the annuity benefit shall be paid in the default
annuity form applicable to the Tier 1 Participant under the Qualified
Plan.

     

    
      
        
        

      

      
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    (d) Make-Up
Benefit.  Except as provided in (f) and (g), benefits shall be
paid to a Tier 2 Participant in one of the standard or optional annuity forms of
benefit described in 6.01 and 6.02 of the Qualified Plan, other than a joint and
survivor annuity upon marriage or remarriage after the annuity starting date, as
selected by the Tier 2 Participant in accordance with the rules of the Qualified
Plan, commencing upon a Separation from Service as follows:

     

    (i) If the
Tier 2 Participant is eligible to receive normal retirement benefits under the
Qualified Plan based on having reached age 62 at the time of Separation from
Service, and therefore receives an amount of benefits under this Plan calculated
consistently therewith, the annuity shall commence with the first month
following the Separation from Service.

     

    (ii) If the
Tier 2 Participant is eligible to receive early retirement benefits under the
Qualified Plan based on having satisfied the Rule of 70 at the time of
Separation from Service, and therefore receives an amount of benefits under this
Plan calculated consistently therewith, the annuity shall commence with the
first month following the later of the Tier 2 Participant’s 55th
birthday or the Tier 2 Participant’s Separation from Service.

     

    (iii) Disability
retirement benefits have been eliminated under the Qualified Plan effective as
of January 1, 2010.  If at any time before January 1, 2011, the Tier 2
Participant is eligible to receive disability retirement benefits under the
terms of the Qualified Plan as in effect prior to January 1, 2010, the annuity
under this Plan shall be calculated as if the Qualified Plan had not been
amended to eliminate disability retirement benefits, and the annuity shall
commence with the first month following the later of the Tier 2 Participant’s
55th
birthday or the Tier 2 Participant’s Separation from Service.  If a
Tier 2 Participant becomes disabled on or after January 1, 2011, this 7(d)(iii)
shall not apply.

     

    (iv) If the
Tier 2 Participant is not eligible to receive normal retirement benefits, early
retirement benefits or disability retirement benefits as referred to in (i),
(ii) or (iii), but is eligible to receive termination benefits under this Plan,
the annuity shall commence with the first month following the Tier 2
Participant’s 62nd
birthday.

     

    (v) If the
Tier 2 Participant’s surviving spouse is eligible to receive death benefits
under the Qualified Plan as a result of the Tier 2 Participant’s death before
commencement of benefits under this Plan, the annuity shall commence in the
month that benefits would have commenced as provided in this 7(d) if the Tier 2
Participant had a Separation from Service on the date of death (or on the Tier 2
Participant’s actual Separation from Service, if earlier) and then survived
until benefits had commenced.

     

    (vi) If the
Tier 2 Participant elects a form of annuity benefit under the Qualified Plan at
least 30 days prior to the first day of the month in which the benefit under
this 7(d) is required to commence, the annuity benefit shall be paid in the same
annuity form as selected under the Qualified Plan.  If the Tier 2
Participant does not make a timely election under this 7(d), the annuity benefit
shall be paid in the default annuity form applicable to the Tier 2 Participant
under the Qualified Plan.

     

    (e) Actuarial
Equivalency.  The amount payable in any of the annuity forms
provided in (b) shall be the actuarial equivalent of the lump sum in (a),
or of the amount described in 4(f), 5(d), or 6(d), based on the actuarial
assumptions used for determining equivalent benefits under the Qualified Plan at
the time of the Participant’s commencement of benefits.

     

    (f) 6-Month Delay for Specified
Employees.  For a Participant who is a key employee as defined
in Section 416(i) of the Internal Revenue Code for the plan year of
Separation from Service, payment of a lump sum or commencement of monthly
annuity benefits shall be postponed until the first day of the seventh calendar
month following the Participant’s Separation from Service.  All
amounts due before the first day of the seventh calendar month shall be paid to
the Participant as soon as practicable after that day together with interest
from the date each payment otherwise would have been payable until the date
actually paid.  Interest for any period will be paid at the same rate
applicable for that period under Section 6(f) of the Company’s Deferred
Compensation Plan for Directors and Executives.

     

    (g) Small Benefit Cash
Out.  If the actuarial equivalent lump sum present value of a
Tier 2 Participant’s benefits, based on the actuarial assumptions used for
determining equivalent benefits under the Qualified Plan at the time of the
Participant’s commencement of benefits, is no more than the applicable dollar
amount under Internal Revenue Code section 402(g)(1)(B) (which is $16,500 in
2010), the benefit shall be paid as a lump sum in such amount at the time
annuity payments would have otherwise commenced under 7(d).

     

    8. Death
Benefit.

     

    (a) Beneficiary.  If
a Tier 1 Participant dies before Separation from Service, a death benefit shall
be paid to the Beneficiary designated by the Tier 1 Participant on a written
form prescribed by the Committee. A designation made by the Tier 1 Participant
shall remain in effect until changed by a subsequent designation. If no
Beneficiary has been designated or no person designated by the Tier 1
Participant survives, the Beneficiary shall be the following in order of
priority:

     

    (i) The
Participant’s surviving spouse.

     

    (ii) The
Participant’s surviving children in equal shares.

     

    (iii) The
Participant’s estate.

     

    (b) Amount of
Benefit.  The death benefit shall have a lump sum value equal
to 50 percent of the amount determined under the formula in 4(b) for the
benefit at Normal Retirement Date, calculated on the basis of the Tier 1
Participant’s Final Average Pay, Years of Participation, and Pension Offset
determined as of the day before death.

     

    (c) Form of
Payment.  The amount calculated under (b) shall be
converted to an actuarial equivalent single life annuity for the life of the
Beneficiary commencing on the first of the month following the date of death,
except as follows.  If the lump sum value is no more than the
applicable dollar amount under Internal Revenue Code section 402(g)(1)(B) (which
is $16,500 in 2010), the lump sum shall be paid to the Beneficiary within
30 days after the date of death in lieu of a life
annuity.  Actuarial equivalency shall be based on the actuarial
assumptions used for determining equivalent benefits under the Qualified Plan at
the time of the Tier 1 Participant’s death.

     

    
      
        
        

      

      
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    (d) Make-Up
Benefit.  If a Tier 2 Participant dies with a surviving spouse
entitled to a death benefit under the Qualified Plan, a death benefit shall be
payable to the surviving spouse commencing at the date determined under 7(d)
equal to the amount, if any, by which the Qualified Plan death benefit would be
greater than the actual death benefit calculated as of that date under the
Qualified Plan in the absence of the limits in 4(f)(i) and (ii) and based
on deferred salary and bonus as provided in 4(g).

     

    9. Change in
Control.

     

    (a) Enhancements.  Each
Participant who becomes entitled to a Change in Control Severance Benefit shall
be provided enhanced benefits as follows:

     

    (i) All
Participants shall be fully vested in benefits under the Plan, regardless of
Years of Participation.

     

    (ii) Tier 1
Participants shall be credited with three additional Years of Participation
beyond those the Participant has actually completed.

     

    (iii) The
make-up benefit provided for Tier 2 Participants under 4(f), 5(d), 6(d), 7(d),
and 8(d) shall be calculated by subtracting the Tier 2 Participant’s Qualified
Plan benefit calculated as of the applicable benefit commencement date under
7(d) from a Qualified Plan benefit that is calculated as of the same date
without the limits described in 4(f)(i) and (ii), that counts deferred salary
and bonus as provided in 4(g), and that is based on the Tier 2 Participant’s
actual years of service credited for benefits under the Qualified Plan plus
three additional years.

     

    (b) Change in Control Severance
Benefit.  “Change in Control Severance Benefit” means, for any
Participant who is party to a Change in Control Severance Agreement with the
Company, the severance benefit provided for in such agreement; provided,
however, that such severance benefit is a “Change in Control Severance Benefit”
for purposes of the Plan only if, under the terms of the Participant’s Change in
Control Severance Agreement, the Participant becomes entitled to the severance
benefit (i) after a change in control of the Company has occurred,
(ii) because the Participant’s employment with the Company has been
terminated by the Participant for good reason in accordance with the terms and
conditions of the Change in Control Severance Agreement or by the Company other
than for cause or disability, and (iii) because the Participant has
satisfied any other conditions or requirements specified in the Change in
Control Severance Agreement and necessary for the Participant to become entitled
to receive the severance benefit. Under no circumstances will a Participant who
is not party to a Change in Control Severance Agreement be deemed to become
entitled to a Change in Control Severance Benefit for purposes of the Plan. For
purposes of this Section 9(b), the terms “change in control,” “good
reason,” “cause” and “disability” shall have the meanings as may be set forth in
the Participant’s Change in Control Severance Agreement, if any.

     

    (c) Possible Benefit
Recalculation.  With respect to any Participant who is party to
a Change in Control Severance Agreement, it may be the case that (i) the
Participant’s employment with the Company is terminated prior to a “change in
control” of the Company (as defined in the Participant’s Change in Control
Severance Agreement), (ii) a change in control of the Company occurs after
such termination, and (iii) the Participant then becomes entitled to a
Change in Control Severance Benefit. If, after such termination of employment
and prior to the time that the Participant becomes entitled to a Change in
Control Severance Benefit, benefit payments to the Participant have started
under the Plan, then, at such time thereafter as the Participant becomes
entitled to a Change in Control Severance Benefit, the benefits payable to the
Participant under the Plan shall be retroactively recalculated to reflect the
enhancements described in Section 9(a). To the extent that the amount of
the benefit payments paid to the Participant prior to such recalculation is less
than the amount of such payments as so recalculated, the difference will be paid
to the Participant in a cash lump sum (without interest) as soon as practicable
after the change in control of the Company.

     

    10. 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.

     

    11. Claims
Procedure.

     

    (a) 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.

     

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

     

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

     

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

     

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

     

    (c) Review of
Claim.  Any person whose claim or request is denied or who has
not received a response within 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.

     

    (d) Final
Decision.  The decision on review shall normally be made within
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
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.

     

    12. 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 no amendment shall without the consent of each affected Participant
(i) decrease the Participant’s benefit accrued under 4 as of the date of
amendment, or (ii) accelerate the payment of benefits under the Plan. The
Board shall have the right to apply an amendment retroactively, including any
amendment necessary to comply with restrictions on nonqualified deferred
compensation provided by Section 409A of the Internal Revenue
Code.

     

    (b) Partial
Termination.  The Board may at any time partially 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. Upon partial termination, no further benefits
shall accrue under the Plan, which shall continue for the purpose of paying
benefits accrued under the Plan as of the partial termination date as they
become payable.

     

    (c) Complete
Termination.  The Board may completely terminate the Plan,
provided such termination is covered by an exception (set forth in regulations
or other guidance of the Internal Revenue Service) to the prohibition on
acceleration of deferred compensation.  In that event, on the
effective date of the complete termination, the Plan shall cease to operate and
the Company shall determine the lump sum present value of each Participant’s
benefit rights under the Plan as of the close of business on such effective
date.  The Company shall pay out such present value to the Participant
in a single lump sum as soon as practicable after such effective
date.

     

    
      
        
        

      

      
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    13. Miscellaneous.

     

    (a) Unsecured General
Creditor.  Participants 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 mutual funds, other
investment products or the proceeds therefrom owned or which may be acquired by
the Company. Except as provided in (b), any and all of the Company’s assets
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, and the rights of Participants
and beneficiaries shall be no greater than those of unsecured general creditors
of the Company.

     

    (b) Trust
Fund.  The Company shall be responsible for the payment of all
benefits provided under the Plan. The Company shall establish one or more
trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits, but the Company shall have no
obligation to contribute to such trusts except as specifically provided in the
applicable trust documents. Such trust or trusts shall 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) Non-assignability.  Neither
a Participant 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 non-assignable 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 a Participant or any other person, nor be transferable by
operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency.

     

    (d) Not a Contract of
Employment.  The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between the Company and any
Participant, and the Participants (and their Beneficiaries) shall have no rights
against the Company except as may otherwise be specifically provided herein.
Moreover, nothing in this Plan shall be deemed to give a Participant the right
to be retained in the service of the Company or to interfere with the right of
the Company to discipline or discharge the Participant at any time.

     

    (e) 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. When the value of a Participant’s benefits under the Plan becomes
subject to FICA tax, as determined by applicable law, the Participant’s share of
FICA shall be withheld from other non-deferred compensation payable to the
Participant. Any amount not covered by such withholding shall be paid by the
Participant to the Company out of other funds.

     

    (f) 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.

     

    (g) 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.

     

    (h) 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.

     

    (i) Notice.  Any
notice or filing required or permitted to be given to the Company or the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the Secretary of the Company. 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.

     

    (j) 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.

     

    The
foregoing 2010 Restatement was approved by the Board of Directors of Northwest
Natural Gas Company on December 17, 2009.

     

    NORTHWEST NATURAL GAS
COMPANY

    


    


    By:    __________________________                                                  

    


    


    Attest:        _______________________________