EXHIBIT (10f.)
NORTHWEST NATURAL GAS COMPANY
DIRECTORS DEFERRED COMPENSATION PLAN
EFFECTIVE JUNE 1, 1981
RESTATED AS OF FEBRUARY 26, 2004
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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................................ 8
10.
Miscellaneous........................................................
9
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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, and then amended
effective as of July 1, 2002. The existing
Plan is amended by this Restatement,
effective as of February 26, 2004.
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 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
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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 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
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Plan and all ongoing deferrals, if any,
shall thereafter be made into Cash
Accounts.
(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
cred
