0001193125-06-256107 Sample Contracts

December ___, 2006
Northwest Natural Gas Co • December 19th, 2006 • Natural gas distribution • Oregon

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.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 19th, 2006 • Northwest Natural Gas Co • Natural gas distribution

The Employment Agreement between Northwest Natural Gas Company, an Oregon corporation (“NNG”), and Mark S. Dodson (“Dodson”) dated December 20, 2002 (the “Agreement”) is hereby amended as follows:

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