EXHIBIT 10


                          NORTHWEST NATURAL GAS COMPANY
                      DIRECTORS DEFERRED COMPENSATION PLAN
                         RESTATED AS OF DECEMBER 1, 2001
                                 AMENDMENT NO. 1

     This Amendment No. 1 to the Northwest Natural Gas Company Directors
Deferred Compensation Plan, effective June 1, 1981 and restated as of
December 1, 2001 (the "Plan") is effective as of July 1, 2002, and has been
executed as of this 1st day of July, 2002.

     The Plan hereby is amended as follows:

     FIRST: section 3 (d) is amended to read as follows.

            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 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 of 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.

     SECOND: 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. 1 to be executed as of the date first written above.

                                         NORTHWEST NATURAL GAS COMPANY

                                         By:__________________________________
                                                      Chairman and CEO