Exhibit 10(c)


                          NORTHWEST NATURAL GAS COMPANY
                            LONG TERM INCENTIVE PLAN

                  Amended and Restated Effective July 26, 2001

     1.   PURPOSE. The purpose of this Long Term Incentive Plan (the "Plan")
is to enable Northwest Natural Gas Company (the "Company") to attract and retain
the services of selected employees, officers and directors of the Company or of
any subsidiary of the Company.

     2.   SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below
and in Section 9, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be awarded under the Plan shall not exceed 500,000 shares. The shares
awarded under the Plan may be authorized and unissued shares, reacquired shares
or shares purchased on the open market for delivery to participants. If a
Performance-based Award granted under the Plan expires, terminates or is
cancelled, the shares subject to such Performance-based Award shall again be
available under the Plan. If shares sold or awarded as a bonus or
Performance-based Award under the Plan are forfeited to the Company or
repurchased by the Company, the number of shares forfeited or repurchased shall
again be available under the Plan.

     3.   EFFECTIVE DATE AND DURATION OF PLAN.

          (a)  EFFECTIVE DATE. The Plan shall become effective as of January
1, 2001. However, all awards under the Plan shall be conditioned on and subject
to approval of the Plan by the shareholders of the Company. Subject to this
limitation, Performance-based Awards may be granted and shares may be awarded as
bonuses or sold under the Plan at any time after the effective date and before
termination of the Plan.

          (b)  DURATION. The Plan shall continue in effect until all shares
available for award under the Plan have been delivered to participants and all
restrictions on such shares have lapsed. The Board of Directors may suspend or
terminate the Plan at any time except with respect to Performance-based Awards
and shares subject to restrictions then outstanding under the Plan. Termination
shall not affect any right of the Company to repurchase shares or the
forfeitability of shares awarded under the Plan.

     4.   ADMINISTRATION.

          (a)  BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company, which shall determine and designate from time
to time the individuals to whom awards shall be made, the amount of the awards
and the other terms and conditions of the awards. Subject to the provisions of
the Plan, the Board of Directors may from time to time adopt and amend rules and
regulations relating to administration of the Plan, advance the lapse of any
waiting period, accelerate any exercise date, waive or modify any restriction
applicable to shares (except those restrictions imposed by law) and make all
other determinations in the judgment of the Board of Directors necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the Board





of Directors shall be final and conclusive. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any related agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect, and it shall be the sole and final judge of such
expediency.

          (b)  COMMITTEE. The Board of Directors may delegate to a committee
of the Board of Directors or specified officers of the Company, or both (the
"Committee") any or all authority for administration of the Plan. If authority
is delegated to a Committee, all references to the Board of Directors in the
Plan shall mean and relate to the Committee except (i) as otherwise provided by
the Board of Directors, and (ii) that only the Board of Directors may amend or
terminate the Plan as provided in Sections 3 and 10.

     5.   TYPES OF AWARDS; ELIGIBILITY. The Board of Directors may, from time
to time, take the following action, separately or in combination, under the
Plan: (i) award stock bonuses as provided in Section 6; (ii) sell shares subject
to restrictions as provided in Section 7; and (iii) grant Performance-based
Awards as provided in Section 8. An award may be made to any employee, officer
or director of the Company or any subsidiary of the Company. The Board of
Directors shall select the individuals to whom awards shall be made and shall
specify the action taken with respect to each individual to whom an award is
made. At the discretion of the Board of Directors, an individual may be given an
election to surrender an award in exchange for the grant of a new award.

     6.   STOCK BONUSES. The Board of Directors may award shares under the
Plan as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with any other restrictions determined by the
Board of Directors. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of Directors. The Company may require any recipient of a stock
bonus to pay to the Company in cash or by check upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If
the recipient fails to pay the amount demanded, the Company may withhold that
amount from other amounts payable to the recipient, including salary, subject to
applicable law. With the consent of the Board of Directors, a recipient may
satisfy this obligation, in whole or in part, by instructing the Company to
withhold from any shares to be received or by delivering to the Company other
shares of Common Stock; provided, however, that the number of shares so withheld
or delivered shall not exceed the minimum amount necessary to satisfy the
required withholding obligation. Upon the payment of a stock bonus, the number
of shares reserved for award under the Plan shall be reduced by the number of
shares paid as a bonus, less the number of shares withheld or delivered to
satisfy withholding obligations.

     7.   RESTRICTED STOCK. The Board of Directors may sell shares under the
Plan for any consideration (including promissory notes and services) determined
by the Board of Directors. Shares sold under the Plan shall be subject to the


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terms, conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability, repurchase by
the Company and forfeiture of the shares sold, together with any other
restrictions determined by the Board of Directors. All Common Stock sold
pursuant to this Section 7 shall be subject to a purchase agreement, which shall
be executed by the Company and the prospective purchaser of the shares before
the delivery of certificates representing the shares to the purchaser. The
purchase agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash or by check upon demand amounts necessary to satisfy
any applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable to the purchaser, including salary, subject to
applicable law. With the consent of the Board of Directors, a purchaser may
satisfy this obligation, in whole or in part, by instructing the Company to
withhold from any shares to be received or by delivering to the Company other
shares of Common Stock; provided, however, that the number of shares so withheld
or delivered shall not exceed the minimum amount necessary to satisfy the
required withholding obligation. Upon the sale of restricted stock, the number
of shares reserved for award under the Plan shall be reduced by the number of
shares sold, less the number of shares withheld or delivered to satisfy
withholding obligations.

     8.   PERFORMANCE-BASED AWARDS. The Board of Directors may grant awards
intended to qualify as qualified performance-based compensation under Section
162(m) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder ("Performance-based Awards"). Performance-based Awards shall be
denominated at the time of grant either in Common Stock ("Stock Performance
Awards") or in dollar amounts ("Dollar Performance Awards"). Payment under a
Stock Performance Award or a Dollar Performance Award shall be made, at the
discretion of the Board of Directors, in Common Stock ("Performance Shares"), or
in cash or in any combination thereof. Performance-based Awards shall be subject
to the following terms and conditions:

          (a)  AWARD PERIOD. The Board of Directors shall determine the
period of time for which a Performance-based Award is made (the "Award Period").

          (b)  PERFORMANCE GOALS AND PAYMENT. The Board of Directors shall
establish in writing objectives ("Performance Goals") that must be met by the
Company or any subsidiary, division or other unit of the Company ("Business
Unit") during the Award Period as a condition to payment being made under the
Performance-based Award. The Performance Goals for each award shall be one or
more targeted levels of performance with respect to one or more of the following
objective measures with respect to the Company or any Business Unit: earnings,
earnings per share, stock price increase, total shareholder return (stock price
increase plus dividends), return on equity, return on assets, return on capital,
economic value added, revenues, operating income, inventories, inventory turns,
cash flows or any of the foregoing before the effect of acquisitions,
divestitures, accounting changes, and restructuring and special charges
(determined according to criteria established by the Board of Directors). The
Board of Directors shall also establish the number of Performance Shares or the
amount of cash payment to be made under a Performance-based Award if the


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Performance Goals are met or exceeded, including the fixing of a maximum payment
(subject to Section 8(d)). The Board of Directors may establish other
restrictions to payment under a Performance-based Award, such as a continued
employment requirement, in addition to satisfaction of the Performance Goals.
Some or all of the Performance Shares may be delivered to the participant at the
time of the award as restricted shares subject to forfeiture in whole or in part
if Performance Goals or, if applicable, other restrictions are not satisfied.

          (c)  COMPUTATION OF PAYMENT. During or after an Award Period, the
performance of the Company or Business Unit, as applicable, during the period
shall be measured against the Performance Goals. If the Performance Goals are
not met, no payment shall be made under a Performance-based Award. If the
Performance Goals are met or exceeded, the Board of Directors shall certify that
fact in writing and certify the number of Performance Shares earned or the
amount of cash payment to be made under the terms of the Performance-based
Award.

          (d)  MAXIMUM AWARDS. No participant may receive in any fiscal year
Stock Performance Awards under which the aggregate amount payable under the
Awards exceeds the equivalent of 50,000 shares of Common Stock or Dollar
Performance Awards under which the aggregate amount payable under the Awards
exceeds $1,000,000.

          (e)  TAX WITHHOLDING. Each participant who has received
Performance Shares shall, upon notification of the amount due, pay to the
Company in cash or by check amounts necessary to satisfy any applicable federal,
state and local tax withholding requirements. If the participant fails to pay
the amount demanded, the Company or the Employer may withhold that amount from
other amounts payable to the participant, including salary, subject to
applicable law. With the consent of the Board of Directors, a participant may
satisfy this obligation, in whole or in part, by instructing the Company to
withhold from any shares to be received or by delivering to the Company other
shares of Common Stock; provided, however, that the number of shares so
delivered or withheld shall not exceed the minimum amount necessary to satisfy
the required withholding obligation.

          (f)  EFFECT ON SHARES AVAILABLE. The payment of a
Performance-based Award in cash shall not reduce the number of shares of Common
Stock reserved for award under the Plan. The number of shares of Common Stock
reserved for award under the Plan shall be reduced by the number of shares
delivered to the participant upon payment of an award, less the number of shares
delivered or withheld to satisfy withholding obligations.

     9.   CHANGES IN CAPITAL STRUCTURE. If the outstanding Common Stock of
the Company is hereafter increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares or dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for grants
under the Plan. In addition, the Board of Directors shall make appropriate
adjustment in the number and kind of shares subject to outstanding
Performance-based Awards so that the recipient's proportionate interest before
and after the occurrence of the event is maintained. Notwithstanding the


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foregoing, the Board of Directors shall have no obligation to effect any
adjustment that would or might result in the award of fractional shares, and any
fractional shares resulting from any adjustment may be disregarded or provided
for in any manner determined by the Board of Directors. Any such adjustments
made by the Board of Directors shall be conclusive.

     10.  AMENDMENT OF PLAN. The Board of Directors may at any time, and
from time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in Section 9, however, no change in an award
already granted shall be made without the written consent of the holder of such
award.

     11.  APPROVALS. The issuance by the Company of authorized and unissued
shares or reacquired shares under the Plan is subject to the approval of the
Oregon Public Utility Commission and the Washington Utilities and Transportation
Commission, but no such approvals shall be required for the purchase of shares
on the open market for delivery to participants in satisfaction of awards under
the Plan. The obligations of the Company under the Plan are otherwise subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate applicable state or federal securities laws.

     12.  EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to decrease such employee's compensation or benefits,
or (ii) confer upon any person engaged by the Company any right to be retained
or employed by the Company or to the continuation, extension, renewal, or
modification of any compensation, contract, or arrangement with or by the
Company.

     13.  RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Common Stock until the
date the recipient becomes the holder of record of those shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs prior to the date the
recipient becomes the holder of record.


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