NORTHWEST NATURAL GAS CO
EXHIBIT 10(A)
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<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10a.txt
<DESCRIPTION>EXHIBIT 10(A)
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                                                                   EXHIBIT 10(A)
RICHARD G. REITEN
CHAIRMAN & C.E.O.
TEL: 503.226.4211, EXT. 3304
FAX: 503.220.2584
TOLL FREE: 1.800.422.4012

Date:      October 3, 2001

To:

Subject:   Change in Control

           Northwest Natural Gas Company (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 and its Stockholders.
In this connection, the Company recognizes that a transaction that may
constitute a change in control could cause uncertainty and questions among
management and may result in the departure or distraction of management
personnel to the detriment of the Company and its Stockholders. Accordingly, the
Board of Directors of the Company ("Board") has determined that it should take
appropriate steps to clarify the status of certain pending transactions for
purposes of the Company's employee compensation plans.

           The Board has decided to provide certain additional benefits to you
in exchange for your acknowledgment below that neither the pending transaction,
referred to as Project Tahoe, nor any of the steps necessary to implement that
transaction, viewed individually or collectively, will constitute a change in
control for any purpose under any current compensation plan or arrangement
maintained by the Company or any plan established, maintained or participated in
by the Company on or before December 31, 2002. This letter (the "Agreement")
contains the terms and conditions of those understandings.

     1.    Additional Benefits Payable to You.
           -----------------------------------

           Upon signing the Agreement, Section 4 (iv) of your Change in Control
Severance Agreement that defines "Good Reason" for you to terminate your
employment with the Company and be entitled to receive severance benefits within
24 months following a qualifying change in control is amended to add new Section
4. (iv) (H), as follows:

                  4. (iv) (H)
                  the failure by the Company to pay you any portion of your
         current compensation, to credit your Executive Deferred Compensation
         Plan account in accordance with your previous election, or to pay you
         any portion of an installment of deferred compensation under the
         Executive Deferred Compensation Plan in which you participated, within
         seven (7) days of the date such compensation is due.


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     2.    Successors
           ----------

           As used herein, the "Company" means the Company (as defined above)
and any successor to its business and/or assets. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company by agreement to expressly assume the Company's obligations under the
Plans (as defined below) in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.

     3.    Arbitration
           -----------

           Any controversy between you and the Company involving the
construction or application of any of the terms, provisions, or conditions of
this Agreement shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, then in effect, and
judgment on the award may be entered by any court having jurisdiction thereof.
The exclusive location of the arbitration shall be Portland, Oregon. The
expenses reasonably incurred by both parties in connection with arbitration,
including attorney fees, shall be borne by the Company.

     4.    Acknowledgment of Rights under Prior Plans.
           ------------------------------------------

           You specifically understand and agree that, upon execution and
delivery of this Agreement by the Company and you, Project Tahoe will not be
considered a "Change in Control" for any and all purposes of this Agreement, the
Company's severance plans, the Northwest Natural Gas Company Long Term Incentive
Plan, the Northwest Natural Long Term Incentive Program, the Northwest Natural
Gas Company 1985 Stock Option Plan, as amended, the Northwest Natural Gas
Company Executive Deferred Compensation Plan, as amended, the Northwest Natural
Gas Company Executive Supplemental Retirement Income Plan, as amended, the
Northwest Natural Gas Company Umbrella Trust for Executives, as amended, or any
plan established, maintained or participated in by the Company on or before
December 31, 2002 (collectively the "Plans").

     5.    General Provisions
           ------------------

     (a)   No provision in this Agreement shall be construed to guarantee
continued employment by the Company for any specified period of time, or to
impair or interfere with the Company's right to dismiss its employees.

     (b)   All payments are subject to applicable withholding taxes and income
taxes.

     (c)   The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Oregon.


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     (d)   The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

           Please indicate your acceptance of the terms of this Agreement by
signing one copy of this letter and returning it to me in the enclosed envelope.
The second copy is for your own records.

                                            Sincerely,



                                            Richard G. Reiten
                                            Chairman and CEO


                           VERIFICATION AND ACCEPTANCE

           I have read the foregoing letter and understand that the Agreement
set out above defines the entire obligation of the Company with respect to the
additional benefits identified above and is limited to those benefits. I
understand that this Agreement clarifies the Company's obligations under the
Plans in the manner described above and that the opportunity to receive the
additional benefits provided in the Agreement represents valuable consideration
for this modification. I also understand that by accepting and agreeing to the
terms of the Agreement I may be giving up valuable rights under the Plans, and I
do so in recognition that the Agreement provides other valuable benefits that I
do not have under the Plans. I voluntarily choose to accept the terms of the
Agreement. I understand and expressly acknowledge that, by accepting the terms
of this Agreement, I also agree that Project Tahoe shall not be considered a
"Change in Control" for purposes of this Agreement or any of the Plans.


Date:_____________                           __________________________________


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