EXHIBIT 10(C)
AMENDMENT NO. 5
TO THE
NORTHWEST NATURAL GAS COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
1990 RESTATEMENT
This Amendment No. 5 to the Northwest Natural Gas Company Executive
Deferred Compensation Plan, 1990 Restatement (the "Plan"), is effective as of
January 1, 2001 and has been executed as of this 28th day of September, 2000.
The Plan is hereby amended as follows:
FIRST: Section 2.17 is amended to read as follows:
2.17 Interest. "Interest" means the quarterly equivalent of an annual
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yield that is two percentage points (2%) higher than the annual yield on
Moody's Average Corporate Bond Yield for the preceding quarter, as
published by Moody's Investors Service, Inc. (or any successor thereto),
or, if such index is no longer published, a substantially similar index
selected by the Board. At no time shall the Interest Rate be less than six
percent (6%) annually.
SECOND: Section 3.2(a) is amended to read as follows:
(a) Election by Executive. The Executive may, prior to the beginning
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of any calendar year, elect to defer receipt of a certain whole percentage,
up to fifty percent (50%), of the Base Annual Salary and a certain whole
percentage, up to one hundred percent (100%), of any Bonus payable to the
Executive as an employee of the Corporation for the next calendar year and
for succeeding calendar years under the Plan; provided, however, that any
such election to defer shall apply only with respect to Base Annual Salary
or any Bonus payable to the Executive by the Corporation prior to the
Executive's termination of employment for any reason. Total deferrals by an
Executive in a year must be fifteen hundred dollars ($1,500) or more. If
total deferrals do not equal fifteen hundred dollars ($1,500), the
difference between the deferral elected and fifteen hundred dollars
($1,500) will be withheld from Executive's salary.
THIRD: Section 4.2 is amended to read as follows:
4.2 Matching Contribution. The Corporation shall credit a Matching
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Contribution to the Executive's Account with respect to Deferral
Commitments. The amount of the Matching Contribution shall be twenty-five
percent (25%) of the first eight percent (8%) of the Executive's Elective
Deferred Compensation during the calendar year, but the total Matching
Contribution shall not exceed three percent (3%) of the Executive's
Compensation during such calendar year. The Matching Contribution shall be
reduced by the amount, if any, the Corporation has contributed as a
matching contribution for the Executive to the Corporation's Retirement K
Savings Plan. Matching Contributions shall be credited to the Executive's
Account on the last day of the calendar quarter in which the Matching
Contribution was earned. If the Executive is not eligible to participate in
the Retirement K Savings Plan, no Matching Contributions shall be made to
this Plan until such time of eligibility.
FOURTH: Section 5.3 is amended to read as follows:
5.3 Form of Benefit Payment.
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(a) At the time the Executive elects to defer Compensation, the Executive may
also elect to receive Plan Benefits under the Plan either:
(i) In equal annual installments (the number of such installments not to
exceed fifteen (15)), as designated by the Executive;
(ii) In a single sum payment; or
(iii)In a combination of partial lump sum payment, and remainder in
installments.
(b) An Executive may elect to modify such election by filing a change of
payment designation which shall supersede the prior form of payment
designation in the Participation Agreement for any one (1) or more Deferral
Periods. If the Executive's most recent change of payment designation has
not been filed one (1) full calendar year prior to the year of retirement,
the prior election shall be used to determine the form of payment. For
example, an Executive retiring in 2003 must file a written request with the
Committee by December 31, 2001 to change his form of payment designation.
(c) If the Executive terminates the election to defer, any Compensation already
deferred shall not be payable to the Executive until the date elected by
the Executive in the applicable Participation Agreement between the
Corporation and the Executive, or, if earlier, on the first business day of
January following an event of termination of employment, and then only in
accordance with the terms and conditions contained herein and in the
applicable Participation Agreement.
FIFTH: Section 5.9 is amended to read as follows:
5.9 Accelerated Distribution
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Notwithstanding any other provision of the Plan, an Executive shall be
entitled to receive, upon written request to the Committee, a lump sum
distribution equal to ninety percent (90%) of the vested Account balance as
of the Determination Date immediately preceding the date on which the
Committee receives the written request. The remaining balance shall be
forfeited by the Executive. An Executive who receives a distribution under
this section shall be suspended from participation in the Plan for twelve
(12) months. The amount payable under this section shall be paid in a lump
sum within sixty-five (65) days following the receipt of the notice by the
Committee from the Executive.
SIXTH: Except as provided herein, all other plan provisions shall remain in
full force and effect.
IN WITNESS WHEREOF, Northwest Natural Gas Company has caused this Amendment No.
5 to be executed as of the date first written above.
NORTHWEST NATURAL GAS COMPANY
By: /s/ Richard G. Reiten
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Richard G. Reiten
President and CEO