Exhibit 10.1

NORTHWEST NATURAL HOLDING COMPANY

LONG TERM INCENTIVE PLAN

(as amended as of October 1, 2018)

1.     Purpose . The purpose of this Long Term Incentive Plan (the “Plan”) is to enable Northwest Natural Holding 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. The Plan was originally adopted by Northwest Natural Gas Company (“Northwest Natural”). Effective October 1, 2018, Northwest Natural became a wholly owned subsidiary of the Company and holders of Northwest Natural common stock became holders of Company common stock (“Common Stock”), and in connection with that transaction the Plan has been adopted and assumed by the Company and outstanding awards under the Plan have been assumed by 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, including all shares of Northwest Natural common stock awarded under the Plan prior to its assumption by the Company, shall not exceed 1,100,000 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 an option, Stock Award or Performance-based Award granted under the Plan expires, terminates or is cancelled, the shares subject to such option, Stock Award or Performance-based Award shall again be available under the Plan. If any shares delivered pursuant to a Stock Award or Performance-based Award under the Plan are forfeited to the Company, the number of shares forfeited shall again be available under the Plan.

3.     Duration of Plan . 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; provided, however, that no awards shall be made under the Plan on or after the later of May 25, 2027 or the 10th anniversary of the last action after October 1, 2018 by the shareholders of the Company approving or re-approving the Plan. The Board of Directors may suspend or terminate the Plan at any time except with respect to awards and shares subject to restrictions then outstanding under the Plan. Termination shall not affect any outstanding awards 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 (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.

(c)     No Dividends on Unvested Awards. No award granted under the Plan shall provide for the payment of dividends on shares subject to the award before the shares have Vested; provided, however, that dividends accumulated between the grant date of an award and the Vesting date on shares that become Vested under the award may be paid to the recipient at or after the time the shares become Vested. “Vested” means that shares have been delivered to the recipient and are no longer subject to a substantial risk of forfeiture (as defined in regulations under Section 83 of the Internal Revenue Code of 1986, as amended (“IRC”).

(d)     Minimum Service Period. No award granted under the Plan on or after January 1, 2017 shall become Vested if the recipient does not remain in the service of the Company until the first anniversary of the date of grant, unless the recipient’s service is terminated as a result of the recipient’s death or physical disability (within the meaning of Section 22(e)(3) of the IRC), or such earlier Vesting occurs as a result of a Change in Control of the Company; provided, however, that the foregoing prohibition shall not apply to five percent of the sum of the number of shares available for awards under the Plan on January 1, 2017 plus the number of additional shares that thereafter become available.

(e)     Change in Control Vesting. No award granted under the Plan on or after January 1, 2017 shall provide for any excuse from satisfaction of the continued service conditions of the award as a result of a Change in Control of the Company, except that an award agreement may excuse the recipient from the continued service obligation if:

(i)    the recipient’s employment is terminated by the employer without cause or by the recipient for good reason in connection with the Change in Control under terms specified in the award agreement; or

(ii)    the award is not converted into an award for stock of the surviving or acquiring corporation in the Change in Control transaction under terms specified in the award agreement.

(f)     Change in Control Definition. For purposes of the Plan, a “Change in Control” shall mean the occurrence of any of the following events:

(i)    The consummation of:

(1)    any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger;

(2)    any consolidation, merger, plan of share exchange or other transaction involving NW Natural as a result of which the Company does not continue to hold, directly or indirectly. at least 50% of the outstanding securities of NW Natural ordinarily having the right to vote for the election of directors; or

(3)    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company or NW Natural;

2

(ii)    At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(iii)    Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

5.     Types of Awards; Eligibility . The Board of Directors may, from time to time, take the following actions, separately or in combination, under the Plan: (i) grant Stock Awards, including restricted stock and restricted stock units, as provided in Section 6; (ii) grant stock options 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, except that no stock option or Performance-based Award may be granted to any director who is not also an employee 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.

6.     Stock Awards, including Restricted Stock and Restricted Stock Units . The Board of Directors may grant shares as stock awards under the Plan (“Stock Awards”). No director of the Company who is not also an employee of the Company may be granted Stock Awards in any fiscal year for more than $300,000 in fair market value (as defined in Section 7(c)) of Common Stock. Stock Awards 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. Stock Awards subject to restrictions may be either restricted stock awards under which shares are delivered immediately upon grant subject to forfeiture if vesting conditions are not satisfied, or restricted stock unit awards under which shares are not delivered until after vesting conditions are satisfied. 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 Award 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 tax withholding obligation. Upon the delivery of shares under a Stock Award, the number of shares reserved for award under the Plan shall be reduced by the number of shares delivered, less the number of shares withheld or delivered to satisfy tax withholding obligations; provided, however, that effective for shares delivered on and after January 1, 2017, the adjustment for shares withheld or delivered to satisfy tax withholding obligations shall no longer apply.

3

7.     Stock Options .

(a)     Option Grants . Options granted under the Plan may be Incentive Stock Options as defined in Section 422 of the IRC, or Non-Statutory Stock Options. A Non-Statutory Stock Option means an option other than an Incentive Stock Option. The Board of Directors has the sole discretion to determine which options shall be Incentive Stock Options and which options shall be Non-Statutory Stock Options, and, at the time of grant, it shall specifically designate each option granted under the Plan as an Incentive Stock Option or a Non-Statutory Stock Option. In the case of Incentive Stock Options, all terms shall be consistent with the requirements of the IRC and applicable regulations. No Incentive Stock Option may be granted under the Plan on or after the tenth anniversary of the last action by the Board of Directors approving an increase in the number of shares available for issuance under the Plan, which action was subsequently approved within 12 months by the shareholders.

(b)     Limitation on Amount of Grants . No employee may be granted options under the Plan for more than 200,000 shares of Common Stock in any fiscal year.

(c)     Option Price . The option price per share under each option granted under the Plan shall be determined by the Board of Directors, but the option price for an Incentive Stock Option and a Non-Statutory Stock Option shall be not less than 100 percent of the fair market value of the shares covered by the option on the date the option is granted. Except as otherwise expressly provided, for purposes of the Plan, the fair market value shall be deemed to be the closing sales price for the Common Stock as reported by the New York Stock Exchange and published in the Wall Street Journal for the date of grant, or such other fair market value of the Common Stock as determined by the Board of Directors of the Company.

(d)     Duration of Options . Each option granted under the Plan shall continue in effect for the period fixed by the Board of Directors, except that no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it is granted and no Non-Statutory Stock Option shall be exercisable after the expiration of 10 years plus seven days from the date it is granted.

(e)     Nonassignability . Except as otherwise provided by the Board of Directors, each option granted under the Plan by its terms shall be nonassignable and nontransferable by the optionee except by will or by the laws of descent and distribution of the state or country of the optionee’s domicile at the time of death, and each option by its terms shall be exercisable during the optionee’s lifetime only by the optionee.

(f)     Option Agreements . The Board of Directors shall determine the employees to whom options shall be granted and the number of shares, option price, the period of each option, the time or times at which options may be exercised, and any other term of the grant, all of which shall be set forth in an option agreement between the Company and the optionee.

(g)     Effect on Shares Available . Upon the exercise of an option, the number of shares available for issuance under the Plan shall be reduced by the number of shares for which the option was exercised, without any adjustment for shares surrendered in payment of the option price or surrendered or withheld to satisfy tax withholding requirements.

(h)     No Repricing . Except for actions approved by the shareholders of the Company or adjustments made pursuant to Section 9, the option price for an outstanding option granted under the Plan may not be decreased after the date of grant nor may the Company grant a new option or pay any cash or other consideration (including another award under the Plan) in exchange for any outstanding option granted under the Plan at a time when the option price of the outstanding option exceeds the fair market value of the shares covered by the option.

4

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 IRC 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 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

5

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 tax 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 tax withholding obligations; provided, however, that effective for shares delivered on and after January 1, 2017, the adjustment for shares withheld or delivered to satisfy tax withholding obligations shall no longer apply.

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 awards, and in the exercise price of outstanding options, so that the recipient’s proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the 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 obligations of the Company under the Plan are 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.

6

Exhibit 10.2

                          , 20     

Dear                              :

Northwest Natural Gas Company, an Oregon corporation (the “Company”), a wholly-owned subsidiary of Northwest Natural Holding Company, an Oregon corporation (“Parent”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company. In this connection, the Company recognizes that, as is the case with many publicly held corporations like Parent, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company, its customers and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a change in control of Parent or the Company.

In order to induce you to remain in the employ of the Company, this letter agreement, which has been approved by the Board, sets forth severance benefits which the Company agrees will be provided to you in the event your employment with the Company is terminated in connection with a Change in Control (as defined in Section 3 hereof) under the circumstances described below. The Company and you have entered into a prior letter agreement regarding change in control severance benefits dated                           , 20      . Upon your signature of this letter agreement, the prior agreement shall be amended and restated in its entirety in the form of this agreement.

1.     Agreement to Provide Services; Right to Terminate .

(i)    Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company’s providing the benefits hereinafter specified in accordance with the terms hereof.

(ii)    In the event of a Potential Change in Control (as defined in Section 3 hereof), you agree that you will not leave the employ of the Company (other than as a result of

Disability, as such term is hereinafter defined) and will render the services contemplated in the recitals to this Agreement until the earliest of (a) a date which is 270 days from the occurrence of such Potential Change in Control, or (b) a termination of your employment pursuant to which you become entitled under this Agreement to receive the benefits provided in Section 5(iii) below.

2.     Term of Agreement . This Agreement shall commence on the date hereof and shall continue in effect until December 31, 2019; provided, however, that commencing on January 1, 2020 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless at least 90 days prior to such January 1 date, the Company or you shall have given notice that this Agreement shall not be extended (provided that no such notice may be given by the Company during the pendency of a Potential Change in Control); and provided, further, that this Agreement shall continue in effect for a period of twenty-four (24) months beyond the term provided herein if a Change in Control shall have occurred during such term. Notwithstanding anything in this Section 2 to the contrary, this Agreement shall terminate automatically if you or the Company terminate your employment prior to the earlier of Shareholder Approval (as defined in Section 3 hereof), if applicable, or the Change in Control. In addition, the Company may terminate this Agreement during your employment if, prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, you cease to hold your current position with the Company, except by reason of a promotion.

3.     Change in Control; Potential Change in Control; Shareholder Approval; Person.

(i)    For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(A) The consummation of:

(1)    any consolidation, merger or plan of share exchange involving Parent (a “Merger”) as a result of which the holders of outstanding securities of Parent ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger;

(2)    any consolidation, merger, plan of share exchange or other transaction involving the Company as a result of which Parent does not continue to hold, directly or indirectly, at least 50% of the outstanding securities of the Company ordinarily having the right to vote for the election of directors; or

Page 2

(3)    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Parent or the Company;

(B)    At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of Parent (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(C)    Any Person (as hereinafter defined) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than Parent, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

Notwithstanding anything in the foregoing to the contrary, unless otherwise determined by the Board, no Change in Control shall be deemed to have occurred for purposes of this Agreement if (1) you acquire (other than on the same basis as all other holders of shares of Common Stock of Parent or the Company) an equity interest in an entity that acquires Parent or the Company in a Change in Control otherwise described under subparagraph (A) above, or (2) you are part of a group that constitutes a Person which becomes a beneficial owner of Voting Securities in a transaction that otherwise would have resulted in a Change in Control under subparagraph (C) above.

(ii)    For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if:

(A)    Parent or the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(B)    any Person (including Parent or the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(C)    the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(iii)    For purposes of this Agreement, “Shareholder Approval” shall be deemed to have occurred if the shareholders of Parent approve an agreement entered into by Parent, the consummation of which would result in the occurrence of a Change in Control.

Page 3

(iv)    For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group, association or other “person,” as such term is used in Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than Parent or the Company or any employee benefit plan sponsored by Parent or the Company.

4.     Termination Following Shareholder Approval or Change in Control . If a Change in Control occurs, you shall be entitled to the benefits provided in Section 5(iii) hereof in the event that (x) a Date of Termination (as defined in Section 4(v) below) of your employment with the Company occurred or occurs after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, or (y) your employment with the Company is terminated by you for Good Reason (as defined below) based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination (as defined in Section 4(iv) below) in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control; provided, however, that if any such termination is (a) because of your death, (b) by the Company for Cause (as defined below) or Disability, or (c) by you other than for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control, then you shall not be entitled to the benefits provided in Section 5(iii) hereof.

(i)     Disability . Termination by the Company of your employment based on “Disability” shall mean termination because of your absence from your duties with the Company on a full-time basis for one hundred eighty (180) consecutive days as a result of your incapacity due to physical or mental illness, unless within thirty (30) days after Notice of Termination is given to you following such absence you shall have returned to the full-time performance of your duties.

(ii)     Cause . Termination by the Company of your employment for “Cause” shall mean termination upon (a) the willful and continued failure by you to perform substantially your assigned duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness) after a demand for substantial performance is delivered to you by the Chairman of the Board or Chief Executive Officer of the Company which specifically identifies the manner in which such executive believes that you have not substantially performed your duties or (b) the willful engaging by you in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this paragraph (ii), no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you in knowing bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and

Page 4

held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (a) or (b) of this paragraph (ii) and specifying the particulars thereof in detail.

(iii)     Good Reason . Termination by you of your employment with the Company for “Good Reason” shall mean termination by you of your employment with the Company based on any of the following events provided you give Notice of Termination after the occurrence of any of the following events and no later than 30 days after the later of (1) notice to you of such event, or (2) the Change in Control:

(A)    a change in your status, title, position(s) or responsibilities as an officer of the Company which does not represent a promotion from your status, title, position(s) and responsibilities as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, or the assignment to you of any duties or responsibilities which are inconsistent with such status, title or position(s), or any removal of you from or any failure to reappoint or reelect you to such position(s), except in connection with the termination of your employment for Cause or Disability or as a result of your death or by you other than for Good Reason;

(B)    a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(C)    the failure by the Company or Parent, as applicable, to continue in effect any Plan (as hereinafter defined) in which you are participating immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control (or Plans providing you with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, or the taking of any action, or the failure to act, by the Company or Parent which would adversely affect your continued participation in any of such Plans on at least as favorable a basis to you as is the case immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control or which would materially reduce your benefits in the future under any of such Plans or deprive you of any material benefit enjoyed by you immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(D)    the failure by the Company to provide and credit you with the number of paid vacation days to which you are then entitled in accordance with the Company’s normal vacation policy as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(E)    the Company’s requiring you to be based more than 30 miles from where your office is located immediately prior to the earlier of Shareholder Approval, if

Page 5

applicable, or the Change in Control except for required travel on the Company’s business to an extent substantially consistent with the business travel obligations which you undertook on behalf of the Company prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(F)    the failure by the Company to obtain from any Successor (as hereinafter defined) the assent to this Agreement contemplated by Section 7 hereof;

(G)    any purported termination by the Company of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (iv) below (and, if applicable, paragraph (ii) above); and for purposes of this Agreement, no such purported termination shall be effective; or

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

For purposes of this Agreement, “Plan” shall mean any compensation plan such as an incentive, stock option or restricted stock plan or any employee benefit plan such as a savings, pension, profit sharing, deferred compensation, medical, disability, accident, life insurance, or relocation plan or policy or any other plan, program or policy of the Company or Parent intended to benefit employees of the Company.

(iv)     Notice of Termination . Any purported termination by the Company or by you (other than termination due to your death, which shall terminate your employment automatically) following the earlier of Shareholder Approval, if applicable, or a Change in Control shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(A)    With respect to any Notice of Termination given by you for Good Reason, such Notice of Termination may indicate that such termination for Good Reason shall be conditioned upon, and postponed until, the date on which it is finally determined, either by mutual written agreement of the parties or by the arbitrators in a proceeding as provided in Section 13 hereof, that Good Reason exists for such termination. If a Notice of Termination given by you for Good Reason indicates that such termination shall be so conditioned and postponed, then, if the Company disputes the existence of Good Reason, the Company shall, within thirty (30) days after the Notice of Termination is given, notify you that a dispute exists concerning the termination, whereupon Section 13 hereof shall apply to such dispute. If no such notice is given by the Company within such 30-day period, then a final determination that Good Reason exists shall be deemed to have occurred on the date thirty (30) days after the Notice of Termination for Good Reason is given.

Page 6

(B)    Notwithstanding anything to the contrary in this Agreement:

(1)    if, at any time before the Date of Termination determined pursuant to this Agreement with respect to any purported termination by you of your employment with the Company, there exists a basis for the Company to terminate your employment for Cause, then the Company may, regardless of whether or not you have given Notice of Termination for Good Reason and regardless of whether or not Good Reason exists, terminate your employment for Cause, in which event you shall not be entitled to the benefits provided in Section 5(iii) hereof, and

(2)    if you die or your employment is terminated based on Disability after you have given Notice of Termination for Good Reason and before the Date of Termination determined under this Agreement with respect to that Notice of Termination, and it is subsequently finally determined that Good Reason existed at the time your employment terminated, then termination of your employment shall be deemed to have occurred for Good Reason (and not due to your death or Disability) and you shall be entitled to the benefits provided in Section 5(iii) hereof.

(v)     Date of Termination . “Date of Termination” shall mean the date your employment with the Company is terminated following the earlier of Shareholder Approval, if applicable, or a Change in Control, which date shall be determined as follows:

(A)    if your employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that, if you shall have returned to the performance of your duties on a full-time basis during such thirty (30) day period, then the termination for Disability contemplated by the Notice of Termination shall not occur),

(B)    if your employment is terminated due to your death, the date of your death,

(C)    if your employment is to be terminated by the Company other than for Disability, or if your employment is to be terminated by you without a claim of Good Reason, the date specified in the Notice of Termination, and

(D)    if your employment is to be terminated by you for Good Reason, the date ninety (90) days after the date on which a Notice of Termination is given, unless either:

(1)    an earlier date has been agreed to by the Company either in advance of, or after, receiving such Notice of Termination (in which case such earlier date shall be the Date of Termination),

Page 7

(2)    pursuant to and in accordance with Section 4(iv) you have indicated in your Notice of Termination that you are conditioning your termination upon (and postponing such termination until) the date on which it is finally determined that Good Reason exists for such termination (in which case the later of such date as determined in accordance with Section 4(iv) above, or the date otherwise determined under this Section 4(v)(D), shall be the Date of Termination),

(3)    the Company shall not have notified you within fifteen (15) days after a Notice of Termination for Good Reason is given that it intends to fully correct the circumstances giving rise to Good Reason (in which case the date fifteen (15) days after the Notice of Termination shall be the Date of Termination), or

(4)    if the Company gives notice as provided in Section 4(v)(D)(3) and if the circumstances giving rise to Good Reason are fully corrected on or prior to the date that is ninety (90) days after such Notice of Termination was given, then the termination for Good Reason contemplated by such Notice of Termination shall not occur.

(E)    You shall not be obligated to perform any services after the Date of Termination that would prevent the termination of your employment on such Date of Termination from qualifying as a “separation from service” as defined in Treasury Regulations §1.409A-1(h).

5.     Compensation Upon Termination or During Disability .

(i)    During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your duties as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect and any benefits or awards under any Plans shall continue to accrue during such period, to the extent not inconsistent with such Plans, until your employment is terminated pursuant to and in accordance with Sections 4(i) and 4(v) hereof. Thereafter, your benefits shall be determined in accordance with the Plans then in effect.

(ii)    If your employment shall be terminated for Cause or as a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you. Thereupon the Company shall have no further obligations to you under this Agreement.

Page 8

(iii)    If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:

(A)    the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;

(B)    as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a single payment an amount in cash equal to              times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the earlier of Shareholder Approval, if applicable, or the Change in Control; provided, however, that if your age on the Date of Termination (your “Age”) is more than 61, the amount payable to you under this subparagraph (B) shall be reduced by multiplying the amount otherwise determined as set forth above by 90% if your Age is 62, by 60% if your Age is 63, by 30% if your Age is 64, and by 0% if your Age is 65 or more; and

(C)    for a twenty-four (24) month period after the Date of Termination (specifically including a Date of Termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company

Page 9

shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such twenty-four (24) month period, and any such benefit actually received by you shall be reported to the Company.

(iv)    The amount of any payment provided for in this Section 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section 5(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.

6.     Parachute Payments . Notwithstanding any other provision in this Agreement or any other agreement or arrangement between the Company or Parent and you with respect to compensation or benefits (each an “Other Arrangement”), in the event that the provisions of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, or any successor provisions (the “Code”), would cause you to receive a greater after-tax benefit from the Capped Benefit (as defined below) than from the amounts (including the monetary value of any non-cash benefits) otherwise payable pursuant to this Agreement or any Other Arrangement (the “Specified Benefits”), the Capped Benefit shall be paid to you in lieu of the Specified Benefits. The “Capped Benefit” shall equal the Specified Benefits, reduced by the amount necessary to prevent any portion of the Specified Benefits from being a “parachute payment” as defined in Section 280G(b)(2) of the Code. The Capped Benefit would therefore equal 2.99 multiplied by your applicable “base amount” as defined in Section 280G(b)(3) of the Code. For purposes of determining whether you would receive a greater after-tax benefit from the Capped Benefit than from the Specified Benefits, there shall be taken into account any excise tax that would be imposed under Section 4999 of the Code and all federal, state and local taxes required to be paid by you in respect of the receipt of such payments. The parties acknowledge that the application of Section 280G is uncertain in many respects and agree that the Company shall make all calculations and determinations under this section (including application and interpretation of the Code and related regulatory, administrative and judicial authorities) in good faith, which calculations and determinations shall be conclusive absent manifest error. The Company shall provide you with a reasonable opportunity to review and comment on the Company’s calculations of the Capped Benefit and to request which of the Specified Benefits shall be reduced. If, after payment of any amount under this Agreement or any Other Arrangement, it is determined that the calculation of the Capped Benefit was calculated incorrectly, the amount of the Capped Benefit will be adjusted, the Company shall pay to you any additional amount that should have been paid to you, and you shall repay to the Company any amount that should not have been paid to you, in each case with interest at the discount rate applicable under Section 280G(d)(4) of the Code.

7.     Successors; Binding Agreement .

(i)    Upon your written request, the Company will seek to have any Successor (as hereinafter defined), by agreement in form and substance satisfactory to you, assent to the

Page 10

fulfillment by the Company of its obligations under this Agreement. For purposes of this Agreement, “Successor” shall mean any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Company’s business directly, by merger, consolidation or purchase of assets, or indirectly, by purchase of Parent’s or the Company’s Voting Securities or otherwise.

(ii)    This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

8.     Fees and Expenses . The Company shall pay to you all legal fees and related expenses incurred by you in good faith as a result of (i) your termination following the earlier of Shareholder Approval, if applicable, or a Change in Control (including all such fees and expenses, if any, incurred in contesting or disputing in good faith any such termination) or (ii) your seeking to obtain or enforce in good faith any right or benefit provided by this Agreement.

9.     Survival . The respective obligations of, and benefits afforded to, the Company and you as provided in Sections 5, 6, 7(ii), 8 and 13 of this Agreement shall survive termination of this Agreement, but only with respect to a Change in Control occurring during the term of this Agreement.

10.     Notice . For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid and addressed to the address of the respective party set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board or Chief Executive Officer of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

11.     Miscellaneous . No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in a writing signed by you and the Chairman of the Board or Chief Executive Officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oregon.

Page 11

12.     Validity . 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.

13.     Arbitration . Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Portland, Oregon by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award, which award shall be a final and binding determination of the dispute or controversy, in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses of the arbitrators arising in connection with any arbitration proceeding pursuant to this Section 13.

14.     Related Agreements. To the extent that any provision of any other agreement between the Company or any of its subsidiaries and you shall limit, qualify or be inconsistent with any provision of this Agreement, then for purposes of this Agreement, while the same shall remain in force, the provision of this Agreement shall control and such provision of such other agreement shall be deemed to have been superseded, and to be of no force or effect, as if such other agreement had been formally amended to the extent necessary to accomplish such purpose.

15.     Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Agreed to this      day

of                      , 20      .

Page 12

Exhibit 10.3

NORTHWEST NATURAL GAS COMPANY

DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES

EFFECTIVE JANUARY 1, 2005

RESTATED EFFECTIVE OCTOBER 1, 2018

TABLE OF CONTENTS

NORTHWEST NATURAL GAS COMPANY

DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES

1.     Purpose; Effective Date; Restatement . The Board of Directors (the “Board”) of Northwest Natural Gas Company (the “Company”) adopts this Deferred Compensation Plan for Directors and Executives (the “Plan”) for the purpose of providing an unfunded nonqualified deferred compensation plan for directors and a select group of top management personnel. The Plan was effective as of January 1, 2005, although initial deferral elections under the Plan could have been submitted at any time after November 30, 2004. Effective October 1, 2018, the Company became a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”) and holders of Company common stock became holders of Parent common stock (“Parent Common Stock”). Under the terms of the Plan, Company Stock Accounts (as defined in Section 6(a) below) which were formerly denominated in shares of Company common stock are now denominated in shares of Parent Common Stock. The Plan was previously restated effective January 1, 2007, December 20, 2007, January 1, 2010, December 15, 2011, September 24, 2015 and July 28, 2016, and was restated effective as of February 28, 2008, except that the changes to Section 6(b) made by that restatement do not apply to deferral allocations made in Participation Agreements that were irrevocable on or prior to December 31, 2006. The Plan is further amended by this restatement on and effective as of October 1, 2018.

2.     Eligibility . Persons eligible to defer compensation under the Plan shall consist of (a) each person who is a director of either the Company or Parent (“Directors”), and (b) a select group of management or highly compensated employees, which shall consist of each person who is an executive officer of the Company or Parent and such other employees of the Company or Parent as may be designated in writing by the Chief Executive Officer of the Company as eligible to defer compensation and receive Company contributions under the Plan for the applicable calendar year (“Executives”). Any person who is both a Director and an Executive at any time shall be considered an Executive, and not a Director, at such time. For all purposes of this Plan, a person who is an employee of a subsidiary of the Company shall be considered an employee of the Company.

3.     Deferral Elections . A Director or Executive may elect to defer compensation under the Plan by submitting a “Participation Agreement” to the Company on a form specified by the Company no later than the applicable deferral deadline. The minimum annual aggregate deferral for all forms of compensation specified in a Participation Agreement shall be $2,000. Any Director or Executive who has submitted a Participation Agreement is hereafter referred to as a “Participant.” A Participation Agreement submitted by a Participant shall automatically continue from year to year and shall be irrevocable with respect to compensation once the deferral deadline for that compensation has passed, but the Participant may modify or terminate a Participation Agreement for compensation payable in any year by submitting a revised Participation Agreement or otherwise giving written notice to the Company at any time on or prior to the deferral deadline for that compensation.

1

(a)     Elections by Directors .

(i)     Cash Fees . A Director may elect to defer receipt of all or any whole percentage of the annual retainer, meeting fees and any other cash fees payable for service as a director (“Fees”). The deferral deadline for an election to defer Fees for services performed in any calendar year shall be the last day of the prior calendar year.

(ii)     NEDSCP Shares . Prior to the termination of the Company’s Non-Employee Directors Stock Compensation Plan (“NEDSCP”) in 2005 and the subsequent vesting of all remaining awards under the NEDSCP, Directors were permitted to elect to defer receipt of unvested shares (“NEDSCP Shares”) of common stock of the Company awarded to the Directors under the NEDSCP.

(iii)     RSU Awards . A Director may elect to defer receipt of all or any whole percentage of compensation payable to the Director pursuant to a restricted stock unit award under Parent’s Long Term Incentive Plan (“Director RSU”). The deferral deadline for an election to defer compensation under a Director RSU shall be the last day of the calendar year prior to the grant date of the award.

(b)     Elections by Executives .

(i)     Salary . An Executive may elect to defer receipt of any whole percentage (up to a maximum of 50 percent) of the Executive’s base annual salary, specifically excluding other forms of compensation referred to below as well as commissions and any non-cash compensation (“Salary”). The deferral deadline for an election to defer Salary for services performed in any calendar year shall be the last day of the prior calendar year.

(ii)     Bonus . An Executive may elect to defer receipt of all or any whole percentage of the Executive’s annual bonus payable under the Company’s Executive Annual Incentive Plan or other similar annual incentive plan (“Bonus”). Payments under the Key Goals program shall not be considered Bonus and shall not be eligible for deferral under the Plan. The deferral deadline for an election to defer Bonus earned with respect to performance in any calendar year shall be the last day of the prior calendar year.

(iii)     LTIP Compensation . An Executive may elect to defer receipt of all or any whole percentage of compensation payable to the Executive pursuant to an award under Parent’s Long Term Incentive Plan (“LTIP Compensation”); provided, however, that (1) a stock option shall not be considered LTIP Compensation eligible for deferral under the Plan, and (2) no election shall be permitted after December 31, 2008 to defer receipt of an award that consists of shares of Parent Common Stock issued subject to forfeiture if vesting conditions are not satisfied (“Unvested LTIP Shares”). The deferral deadline for an election to defer LTIP Compensation shall be (x) the last day of the calendar year prior to the commencement of the performance period if a performance period is specified in the award, or (y) the last day of the calendar year prior to the grant date of the award if no performance period is specified; provided, however, that for any award of LTIP Compensation for which the performance period ends on or before December 31, 2008, the deferral deadline shall be the last day of the calendar year prior to the last year of the performance period, and for any award of LTIP Compensation for which the

2

performance period ends on December 31, 2009 or December 31, 2010, the deferral deadline shall be December 31, 2008. If an Executive elects to defer less than 100 percent of an award of LTIP Compensation that becomes payable in increments over time, the deferral percentage elected by the Executive shall be applied uniformly to each increment.

(iv)     2012 RSU Grants . An Executive may elect to defer receipt of all or any whole percentage of LTIP Compensation payable to the Executive pursuant to a restricted stock unit award granted in February 2012 (a “2012 RSU”); provided, however, that:

(1)    the portion of the Executive’s 2012 RSU that is scheduled to vest before March 31, 2013 (the “First Installment”) shall not be eligible for deferral;

(2)    as a precondition to any deferral election under this subparagraph (b)(iv), the Executive must agree to a modification of the terms of the Executive’s 2012 RSU under which all of the 2012 RSU other than the First Installment shall be forfeited if the Executive’s employment terminates before the first anniversary of the grant date of the 2012 RSU other than (x) as a result of death or disability (as defined in Treasury Regulations §1.409A-3(i)(4)) or (y) in circumstances that result in accelerated vesting of the 2012 RSU due to the occurrence of a change in control event (as defined in Treasury Regulations §1.409A-3(i)(5)); and

(3)    a deferral election under this subparagraph (b)(iv) shall be void and have no effect if the Executive’s employment terminates before the first anniversary of the grant date of the 2012 RSU either (x) as a result of death or disability (as defined in Treasury Regulations §1.409A-3(i)(4)) or (y) in circumstances that result in accelerated vesting of the 2012 RSU due to the occurrence of a change in control event (as defined in Treasury Regulations §1.409A-3(i)(5)).

The deferral deadline for an election to defer LTIP Compensation payable under a 2012 RSU shall be 30 days after the grant date of the 2012 RSU. If an Executive elects to defer less than 100 percent of the Executive’s 2012 RSU, the deferral percentage elected by the Executive shall be applied uniformly to each installment of the 2012 RSU that vests over time, excluding the First Installment. LTIP Compensation payable pursuant to restricted stock unit awards granted after 2012 shall be eligible for deferral under subparagraph (b)(iii).

(c)     New Directors and Executives . A person who first becomes a Director or Executive during a calendar year may elect to defer any of the types of compensation referred to in paragraphs (a) and (b) above that is payable solely for services performed after submission of the Participation Agreement, subject to all of the provisions of paragraphs (a) and (b), except that the deferral deadline for any such election shall be 30 days after the date the person becomes eligible under the Plan.

4.     Company Contributions for Executives .

(a)     Matching Contributions . The Company shall credit a “Matching Contribution” to each Executive’s Cash Account (as defined below) each year based on the Executive’s total Salary and Bonus and the amount of Salary and Bonus deferred under the Plan and the Company’s Retirement K Savings Plan by the Executive during that year; provided,

3

however, that no Matching Contribution shall be made with respect to any Salary or Bonus deferred under the Plan at a time when the Executive is not a participant in the Retirement K Savings Plan. The amount of the Matching Contribution shall be equal to the excess of (i) the Match Percentage multiplied by the lesser of (1) the total amount of Executive’s Salary and Bonus deferred under the Plan and the Retirement K Savings Plan during the calendar year, or (2) the Maximum Match Percentage multiplied by the Executive’s total Salary and Bonus during such calendar year, over (ii) the amount that would have been contributed for such calendar year as a matching contribution for the Executive under the Retirement K Savings Plan if the Executive had deferred into the Retirement K Savings Plan the maximum amount of compensation permitted under that plan and applicable tax law for the year. The “Match Percentage” shall mean the first percentage set forth in Article IV, Section D.1 of the Retirement K Savings Plan, which as of the effective date of this restatement is sixty percent (60%), as such percentage may be modified from time to time. The “Maximum Match Percentage” shall mean the second percentage set forth in Article IV, Section D.1 of the Retirement K Savings Plan, which as of the effective date of this restatement is eight percent (8%), as such percentage may be modified from time to time. An Executive is not required to elect to defer Salary or Bonus under the Plan to be eligible to receive a Matching Contribution credit. Matching Contributions shall be credited to the Executive’s Account no later than January 31 of the year immediately following the calendar year in which the Matching Contribution was earned, and shall be fully vested at all times.

(b)     Supplemental Contributions . For any Executive who is hired after December 31, 2006 and is therefore eligible to receive enhanced employer contributions under Article IV, Section E of the Retirement K Savings Plan, the Company shall credit a “Supplemental Contribution” to the Executive’s Cash Account each year in an amount equal to the Enhanced Contribution Percentage multiplied by the greater of (i) the Executive’s Salary and Bonus deferred under the Plan during the calendar year, or (ii) the excess, if any, of the Executive’s total Salary and Bonus during such calendar year over the limit provided by Section 401(a)(17) of the Internal Revenue Code on compensation counted under the Retirement K Savings Plan for that year. The “Enhanced Contribution Percentage” shall mean the percentage set forth in Article IV, Section E.1 of the Retirement K Savings Plan, which as of the effective date of this restatement is five percent (5%), as such percentage may be modified from time to time. A Supplemental Contribution shall be credited for an Executive whose total Salary and Bonus exceeds the Section 401(a)(17) limit whether or not the Executive defers compensation under the Plan. Supplemental Contributions shall be credited to the Executive’s Account no later than January 31 of the year immediately following the calendar year in which the Supplemental Contribution was earned. Supplemental Contributions for an Executive shall be vested if enhanced employer contributions for the Executive made for the same year would be vested under the terms of the Retirement K Savings Plan . Upon termination of an Executive’s employment, any unvested Supplemental Contributions, as well as any dividends or interest credited thereon, shall be forfeited and deducted from the Executive’s Accounts.

5.     FICA Withholding on Executives . Under current law, all compensation, Matching Contributions and vested Supplemental Contributions credited to an Executive’s Accounts will be treated as wages subject to FICA tax, and the Company will be required to withhold FICA tax from the Executive. The amount required to be withheld for FICA tax with respect to any amount of deferred compensation or related Matching Contribution or

4

Supplemental Contribution shall be withheld from the non-deferred portion, if any, of the same compensation; provided, however, that if the non-deferred portion of the compensation is insufficient to cover the full required withholding, the Company shall withhold the remaining amount from other non-deferred compensation payable to the Executive unless the Executive otherwise pays such remaining amount to the Company.

6.     Accounts .

(a)     Accounts . The Company shall establish on its books one or two separate accounts (individually, an “Account” and collectively, the “Accounts”) for each Participant: a Company Stock Account, which shall be denominated in shares of Parent Common Stock, including fractional shares, and a Cash Account, which shall be denominated in U.S. dollars.

(b)     Allocation of Deferrals Among Accounts . All NEDSCP Shares deferred by a Director were credited to the Company Stock Account. All compensation pursuant to a Director RSU payable in shares of Parent Common Stock that is deferred by a Director shall be credited to the Company Stock Account. All LTIP Compensation payable in shares of Parent Common Stock that is deferred by an Executive shall be credited to the Company Stock Account. All other compensation deferred by a Participant shall be credited to the Cash Account.

(c)     Crediting of Deferrals . The credits for deferred Salary, Bonus, Fees and compensation pursuant to Director RSUs shall be entered on the Company’s books of account at the time that such compensation would otherwise be paid. The credit for any LTIP Compensation deferred by an Executive consisting of Unvested LTIP Shares shall be entered on the Company’s books of account as soon as practicable after such deferral is irrevocable. The credit for any other deferred LTIP Compensation shall be entered on the Company’s books of account at the time that such compensation would otherwise be paid.

(d)     Transfers Among Accounts . Participants may elect in writing to transfer amounts previously credited to the Cash Account to the Company Stock Account, but shall be limited to four such transfers per calendar year. No transfers may be made out of a Company Stock Account unless otherwise permitted under Section 6(i)(iv). The Committee may require that designated fees be deducted from amounts transferred to or from Company Stock Accounts.

(e)     Valuation of Stock; Dividend Credits . Any dollar amount transferred or credited to a Company Stock Account shall be deemed to increase the number of shares of Parent Common Stock recorded as the balance of that Account based on the closing market price of the Parent Common Stock reported for the day of the transfer or credit or, if such day is not a trading day, the next trading day. As of each date for payment of dividends on the Parent Common Stock, each Company Stock Account shall be credited with the amount of dividends that would be paid on the number of shares recorded as the balance of that Account as of the record date for such dividend.

(f)     Cash Account Interest . Interest shall be credited to the Cash Account of each Participant as of the last day of each calendar quarter. The rate of interest to be applied at the end of each calendar quarter shall be the quarterly equivalent of an annual yield that is equal

5

to the annual yield on Moody’s Average Corporate Bond Yield for the preceding quarter, as published by the 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. Interest shall be calculated for each calendar quarter based upon the average daily balance of the Participant’s Cash Account during the quarter.

(g)     Forfeitures . If any Unvested LTIP Shares deferred by an Executive under this Plan are forfeited under the terms of the Executive’s applicable award agreement, the Executive’s Company Stock Account shall be reduced by the number of shares so forfeited.

(h)     Statement of Account . At the end of each calendar quarter, a report shall be issued by the Company to each Participant setting forth the balances of the Participant’s Accounts under the Plan.

(i)     Effect of Corporate Transaction on Company Stock Accounts . At the time of consummation of a Corporate Transaction (as defined below), if any, the amount credited to a Participant’s Company Stock 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 Parent Common Stock receive Acquiror Stock in the Corporate Transaction, then (1) the amount credited to each Participant’s Company Stock Account shall be converted into a credit for the number of shares of Acquiror Stock that the Participant would have received as a result of the Corporate Transaction if the Participant had actually held the Parent Common Stock credited to his or her Company Stock Account immediately prior to the consummation of the Corporate Transaction, and (2) Company Stock Accounts will thereafter be denominated in shares of Acquiror Stock and ongoing deferrals into Company Stock Accounts, if any, shall continue to be made in accordance with outstanding deferral elections into the Company Stock Accounts as so denominated.

(ii)     Cash or Other Property Transaction . If holders of Parent Common Stock receive cash or other property in the Corporate Transaction, then the amount credited to a Participant’s Company Stock Account shall be transferred to the Participant’s Cash Account and converted into a cash credit for the amount of cash or the value of the property that the Participant would have received as a result of the Corporate Transaction if the Participant had actually held the Parent Common Stock credited to his or her Company Stock Account immediately prior to the consummation of the Corporate Transaction.

(iii)     Combination Transaction . If holders of Parent Common Stock receive Acquiror Stock and cash or other property in the Corporate Transaction, then (1) the amount credited to each Participant’s Company Stock Account shall be converted in part into a credit for Acquiror Stock under Section 6(i)(i) and in part into a credit for cash under Section 6(i)(ii) in the same proportion as such consideration is received by shareholders, and (2) ongoing deferrals into Company Stock Accounts, if any, shall continue to be made in accordance with outstanding deferral elections into Company Stock Accounts in accordance with Section 6(i)(i).

6

(iv)     Election Following Stock Transaction . For a period of 12 months following the consummation of any Corporate Transaction which results in Participants having Company Stock Accounts denominated in Acquiror Stock, each Participant shall have a one-time right to elect to transfer the entire amount in the Participant’s Company Stock Account into the Participant’s Cash Account; provided, however, that this election shall not be available if the Corporate Transaction results in holders of Parent Common Stock becoming holders of all of the outstanding common stock of a parent corporation of the Company. Such election shall be made by written notice to the Company and shall be effective on the date received by the Company. If such an election is made, the amount of cash to be credited to the Participant’s Cash Account shall be determined by multiplying the number of shares of Acquiror Stock in the Participant’s Company Stock Account by the closing market price of the Acquiror Stock reported for the effective date of the election or, if such day is not a trading day, the next trading day.

(v)    For purposes of this Plan, a “Corporate Transaction” shall mean any of the following:

(1)    any consolidation, merger or plan of share exchange involving Parent (a “Merger”) pursuant to which shares of Parent Common Stock would be converted into cash, securities or other property;

(2)    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Parent; or

(3)    the adoption of any plan or proposal for the liquidation or dissolution of Parent.

7.     Payment of Benefits .

(a)     Plan Benefits . The Company shall pay Plan benefits to each Participant equal to the Participant’s Accounts. Each Participation Agreement shall include an election by the Participant as to the term of benefit payments with respect to amounts deferred under the Participation Agreement, and Participation Agreements from Executives shall also include an election as to the commencement of benefit payments. The payment elections in a Participation Agreement shall also apply to Matching Contributions and Supplemental Contributions credited as a result of Salary or Bonus during the deferral period covered by the Participation Agreement, and shall also apply to any dividends or interest credited with respect to amounts deferred under the Participation Agreement and such Matching Contributions and Supplemental Contributions. If a Supplemental Contribution is credited to an Executive’s Account for a year that is not covered by a Participation Agreement, the Executive shall be deemed to have elected a single lump sum payment following Separation from Service as permitted by Sections 7(b) and 7(c) below with respect to benefits resulting from such Supplemental Contribution. Except as otherwise provided in this Section 7, payment elections shall be irrevocable with respect to compensation once the deferral deadline for that compensation has passed. Participants may make different payment elections with respect to subsequent deferrals of compensation, but no Participant may at any time have compensation deferred under the Plan payable under more than three different payment elections.

7

(b)     Commencement of Payments . Payment of benefits to Directors shall commence in January of the year following the Director’s Separation from Service (as defined below). Payment of benefits to Executives shall commence in the later of (i) January of the year following the Executive’s Separation from Service, or (ii) the seventh month following the month of the Executive’s Separation from Service; provided, however, that Executives may elect in their Participation Agreements to have benefits from their Accounts commence in January of a year specified by the Executive if such year is earlier than the year following the Executive’s Separation from Service. When used in this Plan, the term “Separation from Service” shall have the meaning ascribed to such term in Treasury Regulations §1.409A-1(h).

(c)     Term of Payments . Participants may elect in their Participation Agreements to have benefits from their Accounts paid in (i) annual installments over 5, 10 or 15 years, (ii) a single lump sum payment, or (iii) a combination of a partial lump sum payment (expressed as a percentage) and the remainder in installments over 5, 10 or 15 years.

(d)     Form of Payments . Benefits payable to a Participant from a Company Stock Account shall be paid as a distribution of Parent Common Stock plus cash for fractional shares. Benefits payable to a Participant from a Cash Account shall be paid in cash.

(e)     Payment Timing and Valuation . All lump sum payments or installment payments due under the Plan in any year shall be paid on a date in January determined by the Company, except that if Section 7(b) requires benefits to commence in a month other than January, the initial payment shall be paid on a date in that month determined by the Company. All payments shall be based on Account balances as of the close of business on the last trading day of the immediately preceding month. Each partial lump sum payment and installment payment to a Participant shall be paid in the same proportion from each of the Accounts of the Participant subject to the applicable payment election. The amount of each installment payment from each Account shall be determined by dividing the Account balance by the number of remaining installments, including the current installment to be paid.

(f)     Modification of Payment Elections .

(i)    An Executive who has elected to have any benefit commence in a specified year prior to termination of employment as permitted in Section 7(b) may elect (after such election has otherwise become irrevocable) to specify a later year for commencement of such benefit, provided that for any such election submitted after December 31, 2008, (1) such election is made in writing delivered to the Company no later than, and becoming irrevocable on, the last day of the second year preceding the previously specified year, and (2) the later year so specified is at least 5 years later than the previously specified year.

(ii)    After a Participant’s election under Section 7(c) regarding the term of any benefit payments has otherwise become irrevocable, the Participant may elect to change such term of payments, provided (1) the choice of annual installments over 15 years shall not be available for a change election under this subsection, (2) the term of any particular payments may be changed only once under this subsection, (3) such election must be made in writing delivered to the Company no later than, and becoming irrevocable on, the last day of the second year preceding the year in which the payments otherwise would have commenced (and shall not

8

be effective if a Separation from Service occurs on or before the date the election becomes irrevocable), and (4) the commencement of the affected payments shall be delayed for 5 years after the date the payments would have commenced under the terms of the previous payment election. Accordingly, for a Director who elects to change the term of any benefit payments, the commencement of those payments will be delayed until January of the year following the fifth anniversary of the Director’s Separation from Service. Notwithstanding the foregoing, a Participant may elect on or prior to December 31, 2008 to change the term of any benefit payments that have not commenced as of that date without application of any of the limitations or restrictions set forth in this Section 7(f)(ii).

(g)     Unforeseeable Emergency . Notwithstanding the foregoing provisions of this Section 7, an accelerated payment from a Participant’s Accounts may be made to the Participant in the sole discretion of the Committee based upon a finding that the Participant has suffered an Unforeseeable Emergency. For this purpose, “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Unforeseeable Emergency shall be determined by the Committee on the basis of information supplied by the Participant in accordance with uniform guidelines promulgated from time to time by the Committee. The amount of any accelerated payment under this Section 7(g) shall be limited to the amount reasonably necessary to meet the Participant’s needs resulting from the Unforeseeable Emergency, after taking into account insurance and other potential sources of funds to meet such needs, plus the amount reasonably necessary to cover income and withholding taxes on the accelerated payment. Any such accelerated payment shall be paid as promptly as practicable following approval by the Committee and shall be paid pro-rata from the Participant’s Accounts based on the account balances as of the close of business on the day prior to the payment date.

(h)     Designation of Beneficiaries; Death .

(i)    Each Participant shall have the right, at any time, to designate any person or persons as the Participant’s beneficiary or beneficiaries (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of the Participant’s death prior to complete distribution of the benefits due under the Plan. If greater than fifty percent (50%) of the benefit is designated to a beneficiary other than the Participant’s spouse, such beneficiary designation shall be consented to by the Participant’s spouse. Each beneficiary designation shall be in written form prescribed by the Company and will be effective only if filed with the Company during the Participant’s lifetime. Such designation may be changed by the Participant at any time without the consent of a beneficiary, subject to the spousal consent requirement above. If no designated beneficiary survives the Participant, the balance of the Participant’s benefits shall be paid to the Participant’s surviving spouse or, if no spouse survives, to the Participant’s estate.

(ii)    Upon the death of a Participant, notwithstanding any contrary provisions of Section 7(b) or 7(f), benefit payments to the Participant’s beneficiary shall commence no later than January of the year following the Participant’s death. Any benefits payable after the death of a Participant shall otherwise be paid in accordance with the payment elections for such benefits that would have applied if the Participant had not died.

9

(i)     Payment to Guardian . If a benefit under the Plan is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Plan benefit to the guardian, legal representative or person responsible for the care and custody of such minor, incompetent or person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan benefit. Such distribution shall completely discharge the Committee and the Company from all liability with respect to such benefit.

(j)     Withholding; Payroll Taxes . The Company shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law, with such tax withholding generally being required only for deferred compensation for services as an employee.

8.     Supplemental Retirement Benefit . Any Executive who elects to defer compensation under this Plan and who also satisfies the eligibility requirements for payment of any benefit under the Company’s Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees (the “Retirement Plan”) shall qualify for further payment by the Company of supplemental retirement benefits payable as a monthly annuity under this Plan, as provided below:

(a)     Commencement .

(i)    If the Executive is eligible to receive normal retirement benefits under the Retirement Plan based on having reached age 62 at the time of Separation from Service, the annuity shall commence with the first month following the Executive’s Separation from Service.

(ii)    If the Executive is eligible to receive early retirement benefits under the Retirement Plan based on having satisfied the Rule of 70 at the time of Separation from Service, the annuity shall commence with the first month following the later of the Executive’s 55 ^th birthday or the Executive’s Separation from Service.

(iii)    If the Executive is not eligible to receive normal retirement benefits or early retirement benefits as referred to in Section 8(a)(i) or (ii), but is eligible to receive vested benefits under the Retirement Plan, the annuity shall commence with the first month following the Executive’s 62 ^nd birthday.

(iv)    If the Executive’s surviving spouse is eligible to receive death benefits under the Retirement Plan as a result of the Executive’s death before commencement of benefits under this Section 8, the annuity shall commence in the month that benefits would have commenced as provided in this Section 8(a) if the Executive had a Separation from Service on the date of death (or on the Executive’s actual Separation from Service, if earlier) and then survived until benefits had commenced.

10

(b)     Form of Benefit .

(i)     Annuity Form . If the Executive elects a form of annuity benefit under the Retirement Plan at least 30 days prior to the first day of the month in which the benefit under this Section 8 is required to commence, the benefit under this Section 8 shall be paid in the same annuity form as selected under the Retirement Plan. If the Executive’s benefit under this Section 8 commences earlier than the Executive’s benefit under the Retirement Plan, the Executive may, at least 30 days prior to the first day of the month in which the benefit under this Section 8 is required to commence and otherwise in accordance with the rules of the Retirement Plan, elect any of the standard or optional annuity forms of benefit described in 6.01 and 6.02 of the Retirement Plan, other than a joint and survivor annuity upon marriage or remarriage after the annuity starting date. If the Executive does not make a timely election under this Section 8(b), the benefit under this Section 8 shall be paid in the default annuity form applicable to the Executive under the Retirement Plan.

(ii)     Small Benefit Cash Out . If the actuarial equivalent lump sum present value of the Executive’s benefit under this Section 8, based on the actuarial assumptions used for determining equivalent benefits under the Retirement Plan at the time of the Executive’s commencement of benefits, is no more than the applicable dollar amount under Internal Revenue Code section 402(g)(1)(B) (which is $18,500 in 2018), the benefit shall be paid as a lump sum in such amount at the time annuity payments would have otherwise commenced under Section 8(a).

(c)     Amount . The amount payable by the Company each month to the Executive or Executive’s beneficiaries under the Retirement Plan shall be:

(i)    The amount that would be payable at such time under the Retirement Plan assuming that (1) benefits had commenced on the date specified in Section 8(a), (2) benefits were payable in the annuity benefit form determined under Section 8(b), (3) all accrued benefits under the Retirement Plan were payable only in the annuity form as provided in Section 8(d), and (4) all Salary and Bonus deferred by the Executive under this Plan and under the Company’s former Executive Deferred Compensation Plan (the “Prior Plan”) had been “paid” to or “received” by Executive in the year when the deferral was made, provided that all such deferred amounts shall be subject to the other applicable definitions and rules of the Retirement Plan relating to benefit determination; plus

(ii)    The reduction, if any, in the amount of the monthly Social Security benefit payable to the Executive, provided that such reduction results from the fact that compensation deferred under this Plan causes the primary Social Security Benefit payable to the Executive to be reduced, with the amount under this Section 8(c)(ii) calculated assuming commencement of Social Security benefits at the earliest possible time, no earnings after Separation from Service and no projected increases in the national average wage index or cost of living between Separation from Service and commencement of benefits; minus

(iii)    The amount that would actually be payable at such time under the Retirement Plan assuming that (1) benefits had commenced on the date specified in Section 8(a), (2) benefits were payable in the annuity benefit form determined under Section 8(b), and (3) all accrued benefits under the Retirement Plan were payable only in the annuity form as provided in Section 8(d).

11

(d)     Retirement Plan Lump Sum Election Ignored . Notwithstanding any election by an Executive to receive a portion of Executive’s Retirement Plan benefit as a lump sum, the amount of the supplemental retirement benefit as determined under Section 8(c) shall be calculated and determined as if Executive were to receive Executive’s entire Retirement Plan accrued benefit in the annuity form determined under Section 8(b).

(e)     Six-Month Minimum Delay . Notwithstanding the foregoing, no supplemental retirement benefit payments under this Section 8 shall be paid to any Executive until the seventh month following the month of the Executive’s Separation from Service. Any payments that would have been paid if not for this Section 8(e) shall be accumulated and paid in full in the seventh month following the month of the Executive’s Separation from Service together with interest from the date each payment otherwise would have been payable until the date actually paid. Interest for any period will be paid at the same rate applicable for that period under Section 6(f).

(f)     Waiver of Comparable Benefits Under Prior Plan . Because amounts deferred under the Prior Plan are taken into account in calculating the benefits payable under this Section 8, acceptance of the benefits under this Section 8 shall be deemed to be a waiver of the comparable benefits set forth in Section 5.7 of the Prior Plan.

9.     Administration .

(a)     Committee Duties . This Plan shall be administered by the Organization and Executive Compensation Committee of the Board (the “Committee”). The Committee shall have responsibility for the general administration of the Plan and for carrying out its intent and provisions. The Committee shall interpret the Plan and have such powers and duties as may be necessary to discharge its responsibilities. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

(b)     Tax Law Compliance . The Committee shall have the authority to cancel any Participation Agreement in whole or in part, and immediately distribute any compensation deferred under such Participation Agreement, but only to the extent the Committee determines that deferral of compensation in accordance with such Participation Agreement has or will violate Section 409A of the Internal Revenue Code and therefore has or will require immediate inclusion of such compensation in the income of the Participant.

(c)     Binding Effect of Decisions . The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

12

10.     Claims Procedure .

(a)     Claim . Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing as soon as practicable.

(b)     Denial of Claim . If the claim or request is denied, the written notice of denial shall state:

(i)    The reasons for denial, with specific reference to the Plan provisions on which the denial is based;

(ii)    A description of any additional material or information required and an explanation of why it is necessary; and

(iii)    An explanation of the Plan’s claim review procedure.

(c)     Review of Claim . Any person whose claim or request is denied or who has not received a response within thirty (30) days may request review by notice given in writing to the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

(d)     Final Decision . The decision on review shall normally be made within sixty (60) days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.

11.     Amendment and Termination of the Plan .

(a)     Amendment . The Board may at any time amend the Plan in whole or in part; provided, however, that no amendment shall without the consent of each affected Participant (i) decrease or restrict the amount credited to any Account maintained under the Plan as of the date of amendment, or (ii) accelerate or decelerate the payment of benefits with respect to amounts credited to any Account as of the date of the amendment.

(b)     Termination . The Board may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Company.

(i)     Partial Termination . The Board may partially terminate the Plan by instructing the Committee not to accept any additional Participation Agreements and terminating deferrals under all existing Participation Agreements. In the event of such a partial termination, the Plan shall continue to operate and be effective with regard to all compensation deferred prior to the effective date of such partial termination.

13

(ii)     Complete Termination . The Board may completely terminate the Plan, provided such termination is covered by an exception (set forth in regulations or other guidance of the Internal Revenue Service) to the prohibition on acceleration of deferred compensation. In that event, on the effective date of the complete termination, the Plan shall cease to operate and the Company shall determine the balance of each Participant’s Accounts as of the close of business on such effective date. The Company shall pay out such Account balances to the Participants in a single lump sum payment as soon as practicable after such effective date.

12.     Miscellaneous .

(a)     Unsecured General Creditor . The Accounts shall be established solely for the purpose of measuring the amounts owed to Participants or beneficiaries under the Plan. Participants and their beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company, nor shall they be beneficiaries of, or have any rights, claims or interests in any mutual funds, other investment products or the proceeds therefrom owned or which may be acquired by the Company. Except as may be provided in Section 12(b), such mutual funds, other investment products or other assets of the Company shall not be held under any trust for the benefit of the Participants, their beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future, and the rights of Participants and beneficiaries shall be no greater than those of unsecured general creditors of the Company.

(b)     Trust Fund . The Company shall be responsible for the payment of all benefits provided under the Plan; provided, however, that upon request of the Company at any time, Parent shall pay benefits that are payable in Parent Common Stock by issuing such shares to the applicable Participants or beneficiaries. The Company shall establish one or more trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of benefits under the Plan, but the Company shall have no obligation to contribute to such trusts except as specifically provided in the applicable trust documents. Such trust or trusts shall be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company.

(c)     Non-assignability . Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be non-assignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

14

(d)     Not a Contract of Employment . The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company or Parent and any Participant, and the Participants (and their beneficiaries) shall have no rights against the Company or Parent except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company or Parent or to interfere with the right of the Company or Parent to discipline or discharge the Participant at any time.

(e)     Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the State of Oregon, except as preempted by federal law.

(f)     Validity . In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provisions had never been inserted herein.

(g)     Notice . Any notice or filing required or permitted to be given to the Company or the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Secretary of the Company. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

(h)     Successors . The provisions of this Plan shall bind and inure to the benefit of the Company, Parent and their respective successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company or Parent, and successors of any such corporation or other business entity. Parent did not acquire all or substantially all of the assets of the Company in the reorganization transaction, and therefore Parent is not a successor to any of the obligations of the Company under this Plan.

The foregoing restatement of the Plan was approved by the Board of Directors of Northwest Natural Gas Company effective as of October 1, 2018.

15

Northwest Natural Holding Company hereby acknowledges and accepts its obligation under Section 12(b) of the Plan.

Exhibit 10.4

NORTHWEST NATURAL GAS COMPANY

EXECUTIVE DEFERRED COMPENSATION PLAN

2018 RESTATEMENT

Effective January 1, 1987

Restated as of October 1, 2018

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(Continued)

ii

TABLE OF CONTENTS

(Continued)

iii

NORTHWEST NATURAL GAS COMPANY

EXECUTIVE DEFERRED COMPENSATION PLAN

Effective as of January 1, 1987

Restated as of October 1, 2018

ARTICLE I

PURPOSE

1.1     Restatement . Northwest Natural Gas Company adopted an Executive Deferred Compensation Plan (the “Plan”) effective January 1, 1987, which was previously restated effective as of January 1, 2001, January 1, 2003, December 15, 2005, January 1, 2007, February 28, 2008, and February 26, 2009. The Plan was partially terminated in accordance with Paragraph 9(b)(i) effective December 31, 2004, so deferrals of compensation are no longer being made under the Plan. Effective October 1, 2018, the Corporation became a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”) and holders of Corporation common stock became holders of Parent common stock (“Parent Common Stock”). Under the terms of the Plan, Stock Accounts (as defined in Section 4.3 below) which were formerly denominated in shares of Corporation common stock are now denominated in shares of Parent Common Stock. The Plan is now amended and restated by this 2018 Restatement, effective as of October 1, 2018.

1.2     Purpose . The purpose of this Executive Deferred Compensation Plan is to provide an unfunded deferred compensation plan for a select group of top management personnel.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1     Account . “Account” means the record or records maintained by the Corporation for each Executive in accordance with Article IV with respect to any deferral of Compensation pursuant to this Plan. An Account shall be either a “Stock Account” as described in Section 4.3 or a “Cash Account” as described in Section 4.4.

2.2     Acquiror Stock . “Acquiror Stock” is defined in Section 4.5.

2.3     Base Annual Salary . “Base Annual Salary” means the annual compensation payable to an Executive, excluding bonuses, commissions, LTIP Compensation and other noncash compensation.

PAGE 1 – EXECUTIVE DEFERRED COMPENSATION PLAN

2.4     Beneficiary . “Beneficiary” means the person, persons or entity designated under Article VI to receive any Plan Benefits payable after an Executive’s death.

2.5     Board . “Board” means the Board of Directors of Northwest Natural Gas Company or any successor thereto.

2.6     Bonus . “Bonus” means the compensation derived under the Corporation’s Executive Annual Incentive Plan or other similar incentive plan and payable in any year in a lump sum to an Executive.

2.7     Cash Compensation . “Cash Compensation” means the total Base Annual Salary and Bonus remuneration payable by the Corporation to the Executive for services.

2.8     Change in Control . “Change in Control” means the occurrence of any of the following events:

(a)    The consummation of:

(i)    any consolidation, merger or plan of share exchange involving Parent (a “Merger”) as a result of which the holders of outstanding securities of Parent ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger;

(ii)    any consolidation, merger, plan of share exchange or other transaction involving the Corporation as a result of which Parent does not continue to hold, directly or indirectly. at least 50% of the outstanding securities of the Corporation ordinarily having the right to vote for the election of directors; or

(iii)    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Parent or the Corporation;

(b)    At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of Parent (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(c)    Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than Parent or the Corporation or any employee benefit plan sponsored by Parent or the Corporation) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than Parent, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

PAGE 2 – EXECUTIVE DEFERRED COMPENSATION PLAN

2.9     Committee . “Committee” means the Organization and Executive Compensation Committee, or such other Committee as may be designated by the Board.

2.10     Common Stock . “Common Stock” means common stock of Parent.

2.11     Compensation . “Compensation” means Cash Compensation and LTIP Compensation.

2.12     Corporate Transaction . “Corporate Transaction” means any of the following:

(a)    any consolidation, merger or plan of share exchange involving Parent pursuant to which shares of Parent Common Stock would be converted into cash, securities or other property; or

(b)    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Parent.

2.13     Corporation . “Corporation” means Northwest Natural Gas Company, an Oregon corporation.

2.14     Deferral Commitment . “Deferral Commitment” means a Deferral Commitment made by an Executive pursuant to Article III and for which a Participation Agreement has been submitted by the Executive to the Committee.

2.15     Deferral Deadline . “Deferral Deadline” means, for any Compensation payable to an Executive, the last day on which the Executive can submit a Participation Agreement to make a Deferral Commitment with respect to such Compensation. The Deferral Deadlines for various forms of Compensation shall be as follows:

(a)    For Base Annual Salary payable in any calendar year, the Deferral Deadline shall be the last day of the previous calendar year; provided, however, that for a person who becomes an eligible Executive during a year, the Deferral Deadline for Base Annual Salary payable for the remainder of the year shall be 30 days after the person becomes an Executive and the Deferral Commitment shall only apply to Base Annual Salary payable after the Participation Agreement is submitted.

(b)    For Bonus payable in any calendar year, including Bonus payable with respect to the Executive’s or the Corporation’s performance in the previous calendar year, the Deferral Deadline shall be the last day of the previous calendar year.

(c)    For LTIP Compensation payable at any time, the Deferral Deadline shall be the date one year prior to the vesting date for time-based awards and the date one year prior to the last day of the award period for performance-based awards; provided, however, that the Deferral Deadline for any LTIP Compensation that becomes payable in any calendar year on an accelerated basis as a result of a Change in Control shall be the last day of the previous calendar year.

PAGE 3 – EXECUTIVE DEFERRED COMPENSATION PLAN

2.16     Deferred Cash Compensation . “Deferred Cash Compensation” means the amount of Cash Compensation that the Executive elects to defer pursuant to a Deferral Commitment.

2.17     Deferred Compensation Account Benefit . “Deferred Compensation Account Benefit” means the benefit payable to an Executive as calculated pursuant to Article IV and payable under Sections 5.1 through 5.6.

2.18     Determination Date . “Determination Date” means the last day of each calendar quarter.

2.19     Disability . “Disability” means a physical or mental condition that, in the opinion of the Committee, prevents the Executive from satisfactorily performing the Executive’s usual duties for the Corporation. The Committee’s decision as to Disability will be based upon medical reports and/or other evidence satisfactory to the Committee.

2.20     Executive . “Executive” means one of a select group of management or highly compensated employees of the Corporation, which shall consist of all executive officers of the Corporation and any other employee of the Corporation designated in writing by the Chief Executive Officer of the Corporation for participation in the benefits of the Plan.

2.21     Financial Hardship . “Financial Hardship” means a severe financial hardship to the Executive resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Financial Hardship shall be determined by the Committee on the basis of information supplied by the Executive in accordance with uniform guidelines promulgated from time to time by the Committee.

2.22     Interest . “Interest” is credited to Cash Accounts under the Plan and means the quarterly equivalent of an annual 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 such Interest rate be less than six percent (6%) annually.

Notwithstanding the foregoing provisions of this Section 2.22, effective as of January 1, 2017, the Interest rate shall equal the rate of interest for interest credited to cash accounts under the Corporation’s Deferred Compensation Plan for Directors and Executives, as such plan may be amended from time to time (the “DCPDE”), regardless of whether or not such rate of interest shall be more or less than six percent (6%) annually; provided, however, that if at any time on or after January 1, 2017 there is no interest credited to cash accounts under the DCPDE because the DCPDE shall have ceased to operate or for any other reason, then, at such time on or after January 1, 2017, the Interest rate shall equal the quarterly equivalent of an annual yield that is equal to 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, regardless of whether or not such Interest rate shall be more or less than six percent (6%) annually. Any change in the Interest rate that occurs on January 1, 2017 or thereafter pursuant to the provisions of this paragraph shall not constitute a “change in the definition of Interest” within the meaning of Section 9.1(b) below.

PAGE 4 – EXECUTIVE DEFERRED COMPENSATION PLAN

2.23     LTIP Compensation . “LTIP Compensation” means compensation paid to an Executive pursuant to an award under the Corporation’s Long Term Incentive Plan. LTIP Compensation may be payable to the Executive either in Common Stock (“Stock LTIP Compensation”) or in cash (“Cash LTIP Compensation”).

2.24     Matching Contribution . “Matching Contribution” means the contribution made by the Corporation and credited to the Executive’s Account under Section 4.2.

2.25     Participation Agreement . “Participation Agreement” means the agreement submitted by an Executive to the Committee no later than the applicable Deferral Deadline with respect to one or more Deferral Commitments.

2.26     Plan Benefits . “Plan Benefits” mean the Deferred Compensation Account Benefit and the Supplemental Retirement Benefit.

2.27     Retirement . “Retirement” means either early retirement, normal retirement, or disability retirement under the Retirement Plan.

2.28     Retirement Plan . “Retirement Plan” means the Corporation’s Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees.

2.29     Supplemental Retirement Benefit . “Supplemental Retirement Benefit” means the benefit payable to an Executive under Section 5.7.

2.30     Trust . “Trust” means the Northwest Natural Gas Company Umbrella Trust™ For Executives established by the Corporation in connection with this Plan.

ARTICLE III

DEFERRAL COMMITMENTS

3.1     Participation . An eligible Executive may elect to participate in the Plan by submitting a Participation Agreement to the Committee no later than the applicable Deferral Deadline. An election to defer Compensation by the Executive shall continue from year to year and shall be irrevocable with respect to Compensation once the Deferral Deadline for that Compensation has passed, but may be modified or terminated by written notice from the Executive at any time on or prior to the Deferral Deadline for that Compensation.

3.2     Deferral Election .

(a)     Election to Defer Cash Compensation . An Executive may, no later than the applicable Deferral Deadline, 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.

PAGE 5 – EXECUTIVE DEFERRED COMPENSATION PLAN

(b)     Election to Defer LTIP Compensation . An Executive may, no later than the applicable Deferral Deadline, elect to defer receipt of a certain whole percentage, up to one hundred percent (100%), of any Stock LTIP Compensation and a certain whole percentage, up to one hundred percent (100%), of any Cash LTIP Compensation that becomes payable to the Executive.

(c)     FICA Withholding . Under current law, all Compensation and Matching Contributions credited to an Executive’s Accounts will be treated as wages subject to FICA tax, and the Corporation will be required to withhold FICA tax from the Executive. The amount required to be withheld for FICA tax with respect to any amount of deferred Compensation or related Matching Contribution shall be withheld from the non-deferred portion, if any, of the same Compensation; provided, however, that if the non-deferred portion of the Compensation is insufficient to cover the full required withholding, the Corporation shall withhold the remaining amount from other non-deferred Compensation payable to the Executive unless the Executive otherwise pays such remaining amount to the Corporation.

(d)     Financial Hardship . Termination of the Executive’s election to defer may, solely in the Committee’s discretion, become applicable as soon as practicable after the Committee’s determination that the Executive has incurred Financial Hardship, as evidenced by the Executive to the Committee.

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

4.1     Accounts . The Corporation shall establish on its books one or two separate Accounts for each Executive who elects to defer Compensation under the Plan: a Cash Account and/or a Stock Account. Compensation deferred by an Executive shall be credited to the Stock Account or the Cash Account as elected by the Executive at the time the Executive elects to defer Compensation. Such election may be divided between the two Accounts in increments of twenty-five percent (25%) of the deferred Compensation covered by the election. An Executive may change the allocation of new deferrals of Compensation between the Stock Account and the Cash Account, but such change shall apply to new deferrals only if it is submitted on or prior to the Deferral Deadline for such new deferrals. Once Compensation has been credited to the Stock Account or the Cash Account, no transfers between the Stock Account and the Cash Account shall be permitted except as otherwise provided in Section 4.5(d). The credit for deferred Compensation shall be entered on the Corporation’s books of account at the time that Compensation not deferred is paid or payable to the Executive.

4.2     Matching Contribution . The Corporation shall credit a Matching Contribution to an Executive’s Account based on the amount of Deferred Cash Compensation elected by the Executive; provided, however, that no Matching Contributions shall be made to the Account of any Executive who is not eligible to participate in the Corporation’s Retirement K Savings Plan until such time of eligibility. The amount of the Matching Contribution shall be equal to the excess of (a) the lesser of (i) sixty percent (60%) of the Executive’s Deferred Cash Compensation during the calendar year, or (ii) three and six-tenths percent (3.6%) of the Executive’s Cash Compensation during such calendar year, over (b) the amount, if any, the

PAGE 6 – EXECUTIVE DEFERRED COMPENSATION PLAN

Corporation has contributed for such calendar year as a matching contribution for the Executive to the Retirement K Savings Plan. Matching Contributions shall be credited to the Executive’s Account on the last day of the calendar year in which the Matching Contribution was earned, and shall be allocated between the Executive’s Cash Account and Stock Account in the same ratio as Deferred Cash Compensation is allocated for the year.

4.3     Stock Account . An Executive’s Stock Account shall be denominated in shares of Parent Common Stock, including fractional shares. With respect to Stock LTIP Compensation deferred to an Executive’s Stock Account, the number of deferred shares shall be credited to the Stock Account. With respect to each amount of Cash Compensation, Cash LTIP Compensation or Matching Contribution deferred to an Executive’s Stock Account, the amount of cash deferred shall be divided by the closing market price of the Parent Common Stock reported for the last trading day preceding the date on which the Stock Account is to be credited, and the resulting number of shares (including fractional shares) shall be credited to the Executive’s Stock Account. As of each date for payment of dividends on the Parent 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 closing market price of the Parent Common Stock reported for such payment date or, if such day is not a trading day, the next trading day.

4.4     Cash Account . An Executive’s Cash Account shall be denominated in dollars. With respect to each amount of Cash Compensation, Cash LTIP Compensation or Matching Contribution deferred to an Executive’s Cash Account, an equal amount of dollars shall be credited to the Executive’s Cash Account. With respect to Stock LTIP Compensation deferred to an Executive’s Cash Account, the number of deferred shares shall be multiplied by the closing market price of the Common Stock reported for the last trading day preceding the date on which the Cash Account is to be credited, and the resulting number of dollars shall be credited to the Executive’s Cash Account. Interest on each Cash Account shall be calculated as of each Determination Date based upon the average daily balance of the Cash Account since the preceding Determination Date and shall be credited to the Cash Account at that time.

4.5     Effect of Corporate Transaction on Stock Accounts . At the time of consummation of a Corporate Transaction, if any, the amount credited to an Executive’s Stock 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 Corporation in the Corporate Transaction, as follows:

(a)     Stock Transaction . If holders of Parent Common Stock receive Acquiror Stock in the Corporate Transaction, then (i) the amount credited to each Executive’s Stock Account shall be converted into a credit for the number of shares of Acquiror Stock that the Executive would have received as a result of the Corporate Transaction if the Executive had actually held the Parent Common Stock credited to his or her Stock Account immediately prior to the consummation of the Corporate Transaction, and (ii) Stock Accounts will thereafter be denominated in shares of Acquiror Stock and ongoing deferrals of Compensation shall continue to be made in accordance with outstanding Deferral Commitments into the Stock Accounts as so denominated.

PAGE 7 – EXECUTIVE DEFERRED COMPENSATION PLAN

(b)     Cash or Other Property Transaction . If holders of Parent Common Stock receive cash or other property in the Corporate Transaction, then (i) the amount credited to an Executive’s Stock Account shall be transferred to the Executive’s Cash Account and converted into a cash credit for the amount of cash or the value of the property that the Executive would have received as a result of the Corporate Transaction if the Executive had actually held the Common Stock credited to his or her Stock Account immediately prior to the consummation of the Corporate Transaction, and (ii) Stock Accounts shall no longer exist under the Plan and all ongoing deferrals shall thereafter be made into Cash Accounts.

(c)     Combination Transaction . If holders of Parent Common Stock receive Acquiror Stock and cash or other property in the Corporate Transaction, then (i) the amount credited to each Executive’s Stock Account shall be converted in part into a credit for Acquiror Stock under Section 4.5(a) and in part into a credit for cash under Section 4.5(b) in the same proportion as such consideration is received by shareholders, and (ii) ongoing deferrals into Stock Accounts pursuant to outstanding Deferral Commitments shall continue to be made into Stock Accounts in accordance with Section 4.5(a).

(d)     Election Following Stock Transaction . For a period of 12 months following the consummation of any Corporate Transaction which results in Executives having Stock Accounts denominated in Acquiror Stock, each Executive shall have a one-time right to elect to transfer the entire amount in the Executive’s Stock Account into the Executive’s Cash Account; provided, however, that this election shall not be available if the Corporate Transaction results in holders of Parent Common Stock becoming holders of all of the outstanding common stock of a parent corporation of the Corporation. Such election shall be made by written notice to the Corporation and shall be effective on the date received by the Corporation. If such an election is made, the amount of cash to be credited to the Executive’s Cash Account shall be determined by multiplying the number of shares of Acquiror Stock in the Executive’s Stock Account by the closing market price of the Acquiror Stock reported for the last trading day preceding the effective date of the election.

4.6     Statement of Account . As soon as practicable after each Determination Date, a report shall be issued by the Corporation to each participating Executive setting forth the balances of the Executive’s Accounts under the Plan as of the immediately preceding Determination Date.

ARTICLE V

PLAN BENEFITS

5.1     Plan Benefit . The Corporation shall pay Plan Benefits to each Executive pursuant to this Article V equal to the Executive’s Accounts.

5.2     Commencement of Payments .

(a)    Payment of any Deferred Compensation Account Benefits under the Plan shall commence as of the earlier of:

(i)    A date elected by the Executive as specified in the applicable Participation Agreement between the Corporation and the Executive; or

PAGE 8 – EXECUTIVE DEFERRED COMPENSATION PLAN

(ii)    A day in January of the year following the year of the Executive’s Retirement, total Disability or other termination of employment, with the specific day to be determined by the Corporation.

(b)    Supplemental Retirement Benefits under Section 5.7 shall be made as of, or commence as of, the earliest date for which a monthly payment is payable to or for the Executive under the Retirement Plan.

5.3     Lump Sum or Installment Payments .

(a)    At the time the Executive elects to defer Compensation, the Executive may also elect to receive Deferred Compensation Account Benefits either:

(i)    In equal or approximately equal annual installments (the number of such installments not to exceed fifteen (15)) as designated by the Executive, with the amount of the installments being adjusted over the installment period to reflect changes in Interest or dividends credited to the Executive’s Accounts;

(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 Compensation deferred in any one (1) or more calendar years. If the Executive’s most recent change of payment designation has not been filed one (1) full calendar year prior to the year of Executive’s Retirement, Disability, other termination of employment or earlier date selected for commencement of payments, 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 the Executive’s form of payment designation.

5.4     Form of Benefit Payment . Benefits payable to an Executive from a Stock Account shall only be paid to such Executive as a distribution of Parent Common Stock (or Acquiror Stock, if applicable) plus cash for fractional shares. Benefits payable to an Executive from a Cash Account shall only be paid to such Executive in cash.

5.5     Hardship Distributions . Notwithstanding the foregoing provisions of this Article V, payment from the Executive’s Accounts may be made to the Executive in the sole discretion of the Committee based upon a finding that an Executive has suffered a Financial Hardship. The amount of such a withdrawal shall be limited to the amount reasonably necessary to meet the Executive’s needs resulting from the Financial Hardship. If payment is made due to Financial Hardship under this Plan, the Executive’s deferrals shall cease for a twelve (12) month period. Any resumption of the Executive’s deferrals under the Plan after such twelve (12) month period shall be made only at the election of the Executive in accordance with Article III herein.

PAGE 9 – EXECUTIVE DEFERRED COMPENSATION PLAN

5.6     Death Benefit . Upon the death of the Executive or a former Executive prior to the receipt of the full amount of Deferred Compensation Account Benefits, the balance of such benefits shall be paid by Parent or the Corporation to the applicable surviving designated Beneficiary or Beneficiaries as soon as practicable in the manner elected in writing by the Executive, or, if no such election is made, by single sum payment.

5.7     Supplemental Retirement Benefit . Any Executive who elects to defer Compensation under this Plan and who also satisfies the eligibility requirements for payment of any benefit under the Retirement Plan shall qualify for further payment by the Corporation of Supplemental Retirement Benefits payable as an annuity under this Plan, as provided below:

(a)     Amount . The amount payable by the Corporation each month during the time an annuity benefit is payable to the Executive or Executive’s Beneficiary(ies) under the Retirement Plan shall be:

(i)    The amount that would be payable at such time under the Retirement Plan determined under Section 5.7(c) by treating all accrued benefits under the Retirement Plan as being payable only in the annuity form and by treating all Cash Compensation deferred by the Executive under this Plan as though it had been “paid” to or “received” by Executive in the year when the deferral was made, provided that all such deferred amounts shall be subject to the other applicable definitions and rules of the Retirement Plan relating to benefit determination; plus

(ii)    The reduction, if any, in the amount of the “primary Social Security Benefit” which will actually be payable to the Executive, provided that such reduction results from the fact that Compensation deferred under this Plan causes the primary Social Security Benefit payable to the Executive to be reduced and that such reduction is not otherwise payable under Section 5.7(a)(i) above; minus

(iii)    The amount actually payable at such time under the Retirement Plan as determined under Section 5.7(c) by treating all accrued benefits under the Retirement Plan as being payable only in the annuity form.

(b)     Form and Duration . The form of Supplemental Retirement Benefit payable by the Corporation shall be the same annuity form, and shall be paid by the Corporation for the same duration, as the annuity benefit actually payable under the Retirement Plan. Such annuity benefit forms include (subject to any change in the Retirement Plan at the time payment begins) a standard life annuity (no survivorship benefit); a half (50%) or full (100%) joint and survivor annuity to the Executive and surviving spouse with or without a “pop-up” if the spouse dies before the Executive; a ten (10) year certain annuity which can provide death benefits to any surviving designated beneficiary; and a full (100%) joint and survivor benefit for the spouse of a vested married Executive who dies before retirement; and payees include the Executive and, if the operative form provides for payment after the Executive’s death, the Executive’s surviving spouse or other surviving designated Beneficiary(ies) or estate.

PAGE 10 – EXECUTIVE DEFERRED COMPENSATION PLAN

(c)     Retirement Plan Lump Sum Election Ignored . Notwithstanding any election by an Executive to receive a portion of Executive’s Retirement Plan benefit as a lump sum, the amount of the Supplemental Retirement Benefit as determined under Section 5.7(a) and the form and duration of the Supplemental Retirement Benefit as determined under Section 5.7(b) shall be calculated and determined as if Executive were to receive Executive’s entire Retirement Plan accrued benefit in the same annuity form that applies to the annuity portion of Executive’s Retirement Plan benefit.

5.8     Withholding; Payroll Taxes . The Corporation shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law. However, a Beneficiary may elect in writing not to have withholding for federal income tax purposes pursuant to Section 3405(a)(2) of the Internal Revenue Code, or any successor provision thereto.

5.9     Payment to Guardian . If a Plan Benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his or her property, the Committee may direct payment of such Plan Benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan Benefit. Such distribution shall completely discharge the Committee and the Corporation from all liability with respect to such benefit.

5.10     Accelerated Distribution . 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 balance in the Executive’s Accounts 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.

ARTICLE VI

BENEFICIARY DESIGNATION

6.1     Beneficiary Designation . Each Executive shall have the right, at any time, to designate any person or persons as the Executive’s Beneficiary or Beneficiaries (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of the Executive’s death prior to complete distribution of the benefits due under the Plan. If greater than fifty percent (50%) of the benefit is designated to a Beneficiary other than the Executive’s spouse, such Beneficiary designation shall be consented to by the Executive’s spouse. Each Beneficiary designation shall be in written form prescribed by the Committee and will be effective only when filed with the Committee during the Executive’s lifetime.

6.2     Amendments . Any Beneficiary designation may be changed by the Executive without the consent of any designated Beneficiary by the filing of a new Beneficiary designation with the Committee, subject to the spousal consent required in Section 6.1 above. The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed.

PAGE 11 – EXECUTIVE DEFERRED COMPENSATION PLAN

6.3     No Beneficiary Designation . In the absence of an effective Beneficiary designation, or if all designated Beneficiaries predecease the Executive or die prior to complete distribution of the Executive’s benefits, then the Executive’s designated Beneficiary shall be deemed to be the Executive’s estate.

6.4     Effect of Payment . The payment to the deemed Beneficiary shall completely discharge the Corporation’s obligations under this Plan.

ARTICLE VII

ADMINISTRATION

7.1     Committee; Duties . This Plan shall be administered by the Committee. The Committee shall have such powers as may be necessary to discharge its responsibilities. These powers shall include, but not be limited to, interpretation of the Plan provisions, determination of amounts due to any Executive, the rights of any Executive or Beneficiary under this Plan, the right to require any necessary information from any Executive, determine the amounts credited to Executive’s Accounts and Interest earned, and any other activities deemed necessary or helpful.

7.2     Agents . The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to Parent or the Corporation.

7.3     Binding Effect of Decisions . The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

7.4     Indemnity of Committee . To the extent permitted by applicable law, the Corporation shall indemnify, hold harmless and defend the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, provided that the members of the Committee were acting in accordance with the applicable standard of care.

ARTICLE VIII

CLAIMS PROCEDURE

8.1     Claim . Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing as soon as practicable.

8.2     Denial of Claim . If the claim or request is denied, the written notice of denial shall state:

(a)    The reasons for denial, with specific reference to the Plan provisions on which the denial is based;

PAGE 12 – EXECUTIVE DEFERRED COMPENSATION PLAN

(b)    A description of any additional material or information required and an explanation of why it is necessary; and

(c)    An explanation of the Plan’s claim review procedure.

8.3     Review of Claim . Any person whose claim or request is denied or who has not received a response within thirty (30) days may request review by notice given in writing to the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

8.4     Final Decision . The decision on review shall normally be made within sixty (60) days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.

ARTICLE IX

AMENDMENT AND TERMINATION OF THE PLAN

9.1     Amendment . The Board may at any time amend the Plan in whole or in part, subject to the following:

(a)    Upon a Change in Control, no amendment shall be effective to change the payout schedule in Section 9.2(b).

(b)    No amendment shall be effective to decrease or restrict the amount credited to any Account maintained under the Plan as of the date of the amendment. Changes in the definition of Interest shall be subject to the following restrictions:

(i)     Notice . A change shall not become effective before the first day of the calendar year which follows the adoption of the amendment and at least thirty (30) days written notice of the amendment to the Executive.

(ii)     Change in Control . Any change in the definition of Interest after a Change in Control shall apply only to those amounts credited to the Executive’s Account after the Change in Control.

9.2     Corporation ’ s Right to Terminate . The Board may at any time partially or completely terminate the Plan, if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Corporation.

PAGE 13 – EXECUTIVE DEFERRED COMPENSATION PLAN

(a)     Partial Termination . The Board may partially terminate the Plan by instructing the Committee not to accept any additional Deferral Commitments. In the event of such a partial termination, the Plan shall continue to operate and be effective with regard to Deferral Commitments entered into prior to the effective date of such partial termination.

(b)     Complete Termination . The Board may completely terminate the Plan by instructing the Committee not to accept any additional Deferral Commitments, and terminating all ongoing Deferral Commitments. The Plan shall cease to operate and the Committee shall pay out to each Executive the balance in the Executive’s Accounts in a lump sum or in equal annual installments amortized over the period listed in the payout schedule below based on the total balance in the Executive’s Accounts at the time of such complete termination:

Interest earned on the unpaid balance in the Executive’s Cash Account shall be the applicable Interest rate on the Determination Date immediately preceding the effective date of such complete termination.

ARTICLE X

MISCELLANEOUS

10.1     Unfunded Plan . This Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Plan shall terminate and no further benefits shall accrue hereunder in the event it is determined by a court of competent jurisdiction or by an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA which is not so exempt. In the event of a termination under this Section 10.1, all ongoing Deferral Commitments shall terminate, no additional Deferral Commitments will be accepted by the Committee, and the amount of each Executive’s Account balance shall be distributed to such Executive at such time and in such manner as the Committee, in its sole discretion, determines.

10.2     Unsecured General Creditor . The Accounts shall be established solely for the purpose of measuring the amounts owed to Executives or their Beneficiaries under this Plan. Executives and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Corporation, nor shall they be

PAGE 14 – EXECUTIVE DEFERRED COMPENSATION PLAN

Beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Corporation. Except as may be provided in Section 10.3, such policies, annuity contracts or other assets of the Corporation shall not be held under any trust for the benefit of the Executives, their Beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Corporation under this Plan. Any and all of the Corporation’s assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Corporation. The Corporation’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

10.3     Trust Fund . The Corporation shall be responsible for the payment of all benefits provided under the Plan; provided, however, that upon request of the Corporation at any time, Parent shall pay benefits that are payable in Parent Common Stock by issuing such shares to the applicable Participants or beneficiaries. The Corporation shall establish the Trust, with such trustee or trustees as the Board may approve, for the purpose of providing for the payment of benefits under the Plan. The Trust shall be irrevocable, but the assets thereof shall be subject to the claims of the Corporation’s creditors. To the extent any benefits provided under the Plan are actually paid from the Trust, the Corporation shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Corporation.

10.4     Nonassignability . Neither an Executive nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by an Executive or any other person, nor be transferable by operation of law in the event of an Executive’s or any other person’s bankruptcy or insolvency.

10.5     Not a Contract of Employment . The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Corporation or Parent and the Executive, and the Executive (or the Executive’s Beneficiary) shall have no rights against the Corporation or Parent except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give an Executive the right to be retained in the service of the Corporation or Parent or to interfere with the right of the Corporation or Parent to discipline or discharge the Executive at any time.

10.6     Protective Provision . An Executive will cooperate with the Corporation by furnishing any and all information requested by the Corporation, in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as the Corporation may deem necessary and taking such other actions as may be requested by the Corporation.

10.7     Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the State of Oregon, except as preempted by federal law.

PAGE 15 – EXECUTIVE DEFERRED COMPENSATION PLAN

10.8     Validity . In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provisions had never been inserted herein.

10.9     Notice . Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee or the Secretary of the Corporation. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

10.10     Successors . The provisions of this Plan shall bind and inure to the benefit of the Corporation, Parent and their respective successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Corporation or Parent, and successors of any such corporation or other business entity. Parent did not acquire all or substantially all of the assets of the Corporation in the reorganization transaction, and therefore Parent is not a successor to any of the obligations of the Corporation under this Plan.

The foregoing restatement of the Plan was approved by the Board of Directors of Northwest Natural Gas Company effective as of October 1, 2018.

PAGE 16 – EXECUTIVE DEFERRED COMPENSATION PLAN

Northwest Natural Holding Company hereby acknowledges and accepts its obligation under Section 10.3 of the Plan.

PAGE 17 – EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.5

NORTHWEST NATURAL GAS COMPANY

DIRECTORS DEFERRED COMPENSATION PLAN

EFFECTIVE JUNE 1, 1981

RESTATED AS OF OCTOBER 1, 2018

Table of Contents

-i-

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, December 1, 2001, February 26, 2004, December 15, 2005, January 1, 2007, February 28, 2008, and February 26, 2009. The Plan was partially terminated in accordance with Paragraph 9(b)(i) effective December 31, 2004, so deferrals of compensation are no longer being made under the Plan. Effective October 1, 2018, the Company became a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”) and holders of Company common stock became holders of Parent common stock (“Parent Common Stock”). Under the terms of the Plan, Company Stock Accounts (as defined in Section 6(a) below) which were formerly denominated in shares of Company common stock are now denominated in shares of Parent Common Stock. The Plan is now amended and restated by this Restatement, effective as of October 1, 2018.

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

-1-

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.

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 Parent 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 Parent Common Stock under the Company’s Dividend Reinvestment and Direct 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 Parent 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 closing market price of the Parent Common Stock reported for such payment date or, if such day is not a trading day, the next trading day.

(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.

-2-

(d)     Retirement Benefit Account . A Director’s Retirement Benefit Account shall be denominated in shares of Parent 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 a shares of Parent Common Stock determined by the Company as a replacement for the prior retirement benefit. As of each date for payment of dividends on the Parent 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 Parent Common Stock under the DRSPP for dividends reinvested on such payment date. The Retirement Benefit Account of any Director who has not ceased to be a Director prior to February 28, 2008 shall be fully vested and noncancellable effective as of February 28, 2008.

(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 Parent in the Corporate Transaction, as follows:

(i)     Stock Transaction . If holders of Parent 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 Parent 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 Parent 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 Parent 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 Plan and all ongoing deferrals, if any, shall thereafter be made into Cash Accounts.

-3-

(iii)     Combination Transaction . If holders of Parent 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 credit for Acquiror Stock under Paragraph 3(f)(i) and in part into a credit for cash under Paragraph 3(f)(ii) in the same proportion as such consideration is received by shareholders, and (2) ongoing deferrals of Fees and NEDSCP Shares, if any, shall continue to be made in accordance with outstanding deferral elections into Stock Accounts in accordance with Paragraph 3(f)(i).

(iv)     Election Following Stock Transaction . For a period of 12 months following the consummation of any Corporate Transaction which results in Directors having Stock Accounts and/or Retirement Benefit Accounts denominated in Acquiror Stock, each Director shall have a one-time right to elect to transfer the entire amount in the Director’s Stock Account and Retirement Benefit Account into the Director’s Cash Account; provided, however, that this election shall not be available if the Corporate Transaction results in holders of Parent Common Stock becoming holders of all of the outstanding common stock of a parent corporation of the Company. Such election shall be made by written notice to the Company and shall be effective on the date received by the Company. If such an election is made, the amount of cash to be credited to the Director’s Cash Account shall be determined by multiplying the number of shares of Acquiror Stock in the Director’s Stock Account and Retirement Benefit Account by the closing market price of the Acquiror Stock reported for the last trading day preceding the effective date of the election.

4.     Interest . Interest shall be credited to the Cash Account balance (including both principal and interest) of each participating Director based on the balance at the end of each calendar quarter. The rate of interest to be applied at the end of each calendar quarter is set forth below in this Paragraph 4. The interest credit shall continue to be applied to the Cash Account of a Director, even if ceasing to serve as a Director, until all amounts credited to his or her Cash Account have been paid. Said interest shall be calculated quarterly, based upon the average daily balance of the Director’s Cash Account since the preceding calendar quarter, after giving effect to any reduction in the Cash Account as a result of any payments. The remaining annual payments will be recomputed to reflect the additional interest credits.

The rate of interest to be applied at the end of each calendar quarter shall be the quarterly equivalent of an annual 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 the 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 rate of interest be less than six percent (6%) annually. Notwithstanding the foregoing, effective as of January 1, 2017, the rate of interest to be applied at the end of each calendar quarter shall be the rate of interest for interest credited to cash accounts under the Company’s Deferred Compensation Plan for Directors and Executives, as such plan may be amended from time to time (the “DCPDE”), regardless of whether or not such rate of interest shall be more or less than six percent (6%) annually; provided, however, that if at any time on or after January 1, 2017 there is no interest

-4-

credited to cash accounts under the DCPDE because the DCPDE shall have ceased to operate or for any other reason, then, at such time on or after January 1, 2017, the rate of interest to be applied at the end of each calendar quarter shall be the quarterly equivalent of an annual yield that is equal to 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, regardless of whether or not such rate of interest shall be more or less than six percent (6%) annually. Any change in the rate of interest that occurs on January 1, 2017 or thereafter pursuant to the provisions of this paragraph shall not constitute an “amendment affecting the interest rate” within the meaning of Paragraph 9(a) below.

5.     Terms of Payment .

(a)     Plan Benefits . The amounts contained in a Director’s Accounts are subject to the terms of payment as set forth in this paragraph. When a Director ceases to serve as a Director of the Company, either by retirement or otherwise, the individual shall be entitled to payment of the amounts in his or her Accounts.

(b)     Timing of Benefit Payment . At the time the Director elects to defer Fees or NEDSCP Shares or to receive NEDSCP Cash Credits in lieu of NEDSCP Shares, and with respect to Retirement Benefit Accounts before January 1, 1998, the Director may designate the number of annual installments, not to exceed ten, in which the applicable Account balance shall be paid, or the Director may elect to receive such Account balance in a lump sum payment, or in a combination of a partial lump sum and the remainder in installment payments. A Director may elect to modify such election by filing a change of payment designation which shall supersede the prior form of payment designation for any one (1) or more deferral periods; provided, however, that a Director may not file a change of payment designation with respect to amounts credited to his or her Retirement Benefit Account after December 31, 2008. If the Director’s most recent change of payment designation has not been filed one (1) full calendar year prior to the year in which the Director ceases to serve as a Director of the Company, the prior election shall be used to determine the form of payment. For example, a Director leaving the Board in 2003 must file a written request with the Committee by December 31, 2001 to change his form of payment designation.

(c)     Form of Benefit Payment . Benefits payable to a Director from a Stock Account or a Retirement Benefit Account shall only be paid to such Director as a distribution of Parent Common Stock plus cash for fractional shares. Benefits payable to a Director from a Cash Account shall only be paid to such Director in cash.

(d)     Commencement of Payment . Any lump sum payment or the first annual installment payment owed to a Director shall be paid on a day in January of the year following the year in which he or she ceases to serve as a Director of the Company, with the specific day to be determined by the Company. In the event a Director terminates the election to defer Fees or NEDSCP Shares, any Fees or NEDSCP Shares already deferred shall not be payable to the Director until such time as he or she ceases to serve as a Director, and then only subject to the terms and conditions contained herein. The provisions of this paragraph are subject to the terms of Paragraph 6 covering the death of a Director and to the terms of Paragraph 8 covering a Change in Control.

-5-

(e)     Payment to Guardian . If a benefit under the Plan is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Plan benefit to the guardian, legal representative or person responsible for the care and custody of such minor, incompetent or person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan benefit. Such distribution shall completely discharge the Committee and the Company from all liability with respect to such benefit.

(f)     Withholding; Payroll Taxes . The Company shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law.

(g)     Accelerated Distribution . Notwithstanding any other provision of the Plan, a Director shall be entitled to receive, upon written request to the Committee, a lump sum distribution equal to ninety percent (90%) of the total balance of the Director’s Cash Account and Stock Account as of the last day of the calendar quarter immediately preceding the day on which the Committee receives the written request. The remaining balance of the Director’s Cash Account and Stock Account shall be forfeited by the Director. No accelerated distribution under this section shall be available for amounts in Directors’ Retirement Benefit Accounts. A Director who receives a distribution under this section shall be suspended from participation in the Plan for 12 months, but such suspension shall not apply to crediting of NEDSCP Cash Credits. The amount payable under this section shall be paid in a lump sum within 65 days following the receipt of the notice by the Committee from the Director.

6.     Death of Director .

(a)     Plan Death Benefit . Upon the death of a Director or a former Director prior to the receipt of the full amount credited to his or her Accounts, the balance of the Director’s Accounts shall be paid to the designated beneficiary or beneficiaries in the manner elected in writing by the Director at the time of the deferral election, or if no such election is made, by lump sum payment.

(b)     Beneficiary . At the time a Director elects to defer payment of Fees or NEDSCP Shares or to receive NEDSCP Cash Credits in lieu of NEDSCP Shares, and with respect to Retirement Benefit Accounts before January 1, 1998, the Director may designate a beneficiary or beneficiaries. If greater than 50% of the benefit is designated to a beneficiary other than the Director’s spouse, such beneficiary designation shall be consented to by the Director’s spouse. Such designation may be changed by the Director at any time without the consent of a beneficiary, subject to the spousal consent requirement above. If no designated beneficiary survives the Director or former Director, the balance of the Director’s Accounts shall be paid to the Director’s estate.

-6-

7.     Administration .

(a)     Committee Duties . This Plan shall be administered by the Organization and Executive Compensation Committee of the Board (the “Committee”). The Committee shall have responsibility for the general administration of the Plan and for carrying out its intent and provisions. The Committee shall interpret the Plan and have such powers and duties as may be necessary to discharge its responsibilities. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

(b)     Binding Effect of Decisions . The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

(c)     Indemnity of Committee . To the extent permitted by applicable law, the Company shall indemnify, hold harmless and defend the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, provided that the members of the Committee were acting in accordance with the applicable standard of care.

8.     Definitions; Change in Control; Corporate Transaction .

(a)    For purposes of this Plan, a “Change in Control” shall mean the occurrence of any of the following events:

(i)    The consummation of:

(A)    any consolidation, merger or plan of share exchange involving Parent (a “Merger”) as a result of which the holders of outstanding securities of Parent ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger;

(B)    any consolidation, merger, plan of share exchange or other transaction involving the Company as a result of which Parent does not continue to hold, directly or indirectly. at least 50% of the outstanding securities of the Company ordinarily having the right to vote for the election of directors; or

(C)    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Parent or the Company;

(ii)    At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of Parent (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however,

-7-

that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(iii)    Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than Parent or the Company or any employee benefit plan sponsored by Parent or the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than Parent, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

(b)    For purposes of this Plan, a “Corporate Transaction” shall mean any of the following:

(i)    any consolidation, merger or plan of share exchange involving Parent pursuant to which shares of Parent Common Stock would be converted into cash, securities or other property; or

(ii)    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Parent.

9.     Amendment and Termination of the Plan .

(a)     Amendment . The Board may at any time amend the Plan in whole or in part; provided, however, that upon a Change in Control, no amendment shall be effective to change the payout schedule in Paragraph 9(b)(ii), and further provided that no amendment shall decrease or restrict the amount credited to any Account maintained under the Plan as of the date of amendment. An amendment affecting the interest rate credited under Paragraph 4 shall not become effective before the first day of the calendar year which follows the adoption of the amendment and at least 30 days written notice of the amendment to the Director. An amendment affecting the interest rate credited under Paragraph 4 that is adopted after a Change in Control shall apply only to those amounts credited to Directors’ Accounts after the Change in Control.

(b)     Termination . The Board may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Company.

(i)     Partial Termination . The Board may partially terminate the Plan by instructing the Committee not to accept any additional deferrals. In the event of such a partial termination, the Plan shall continue to operate and be effective with regard to deferrals entered into prior to the effective date of such partial termination.

-8-

(ii)     Complete Termination . The Board may completely terminate the Plan by instructing the Committee not to accept any additional deferrals, and terminate all ongoing deferrals. The Plan shall cease to operate and the Committee shall pay out to each Director the balance in each of his or her Accounts in a lump sum or in equal annual installments amortized over the period listed in the payout schedule below based on the balance in the particular Account at the time of such complete termination:

Interest earned on the unpaid balance in the Director’s Cash Account shall be the applicable interest rate at the end of the calendar quarter immediately preceding the effective date of such complete termination.

10.     Miscellaneous .

(a)     Unsecured General Creditor . The Accounts shall be established solely for the purpose of measuring the amounts owed to a Director or beneficiary under the Plan. Directors and their beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company, nor shall they be beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Company. Except as may be provided in Paragraph 10(b), such policies, annuity contracts or other assets of the Company shall not be held under any trust for the benefit of the Directors, their beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

(b)     Trust Fund . The Company shall be responsible for the payment of all benefits provided under the Plan; provided, however, that upon request of the Company at any time, Parent shall pay benefits that are payable in Parent Common Stock by issuing such shares to the applicable Directors or beneficiaries. At its discretion, the Company may establish one or more trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of benefits under the Plan. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company.

(c)     Nonassignability . No assignment or alienation may be made of any deferred fees or interest thereon, except in accordance with Paragraph 6.

-9-

(d)     Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the State of Oregon.

(e)     Successors . The provisions of this Plan shall bind and inure to the benefit of the Company, Parent and their respective successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company or Parent, and successors of any such corporation or other business entity. Parent did not acquire all or substantially all of the assets of the Company in the reorganization transaction, and therefore Parent is not a successor to any of the obligations of the Company under this Plan.

The foregoing restatement of the Plan was approved by the Board of Directors of Northwest Natural Gas Company effective as of October 1, 2018.

Northwest Natural Holding Company hereby acknowledges and accepts its obligation under Section 10(b) of the Plan.

-10-

Exhibit 10.6

NORTHWEST NATURAL GAS COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME PLAN

(2018 Restatement)

NORTHWEST NATURAL GAS COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME PLAN

(2018 RESTATEMENT)

TABLE OF CONTENTS

i

2004 ESRIP Appendix

ii

NORTHWEST NATURAL GAS COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME PLAN

(2018 RESTATEMENT)

PURPOSE; EFFECTIVE DATE

This Executive Supplemental Retirement Income Plan (“Plan”) was established effective January 1, 1981, and was later amended, to promote the best interests of the Company by enabling the Company (a) to attract to its key management positions persons of outstanding ability, and (b) to retain in its employ those persons of outstanding competence who occupy key executive positions and who in the past contributed and who continue in the future to contribute materially to the success of the business by their ability, ingenuity and industry. Participation in the Plan is limited to a select group of management and highly compensated employees. Effective September 1, 2004, participation is limited to Participants in the Plan as of September 1, 2004, and no new Participants will be added to the Plan after September 1, 2004. In order to comply with changes in applicable law and to clarify existing provisions, the Company adopted the 2007 Restatement on December 20, 2007 with a retroactive effective date of January 1, 2005; provided, however, that the amendments made in the 2007 Restatement shall not apply to any Participant whose Separation from Service occurred prior to January 1, 2005 and the benefits for those Participants shall be governed by the terms of the Plan in effect immediately prior to the 2007 Restatement. The Plan was further amended by the 2010 Restatement on December 17, 2009 effective as of January 1, 2010, and those amendments shall not apply to any Participant whose Separation from Service occurred prior to January 1, 2010. Effective October 1, 2018, the Company became a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”) and holders of Company common stock became holders of Parent common stock. To make appropriate changes to the Plan in relation to the foregoing corporate transaction, the Company adopts this 2018 Restatement effective October 1, 2018.

ARTICLE I.     DEFINITIONS

The following words and phrases as used herein shall, for the purpose of this Plan and any subsequent amendment thereof, have the following meanings, unless a different meaning is plainly required by the context:

1.01     Benefit Commencement Date means the first day of the month in which Plan benefits are required to commence as provided under 3.02.

1.02     Board of Directors means the Board of Directors of the Company as constituted from time to time.

1.03     Change in Control Severance Benefit means, for any Participant who is party to a Change in Control Severance Agreement with the Company or Parent, the severance benefit provided for in such agreement; provided, however, that such severance benefit is a “Change in Control Severance Benefit” for purposes of this Plan only if, under the terms of the Participant’s Change in Control Severance Agreement, the Participant becomes entitled to the severance benefit (a) after a change in control of Parent or the Company has occurred, (b) because the

1

Participant’s employment with the Company or Parent has been terminated by the Participant for good reason in accordance with the terms and conditions of the Change in Control Severance Agreement or by the Company or Parent other than for cause or disability, and (c) because the Participant has satisfied any other conditions or requirements specified in the Change in Control Severance Agreement and necessary for the Participant to become entitled to receive the severance benefit. Under no circumstances will a Participant who is not party to a Change in Control Severance Agreement be deemed to become entitled to a Change in Control Severance Benefit for purposes of this Plan. For purposes of 1.03, the terms “change in control,” “good reason,” “cause” and “disability” shall have the meanings as may be set forth in the Participant’s Change in Control Severance Agreement, if any.

1.04     Committee means the Organization and Executive Compensation Committee of the Board of Directors, previously known as the Compensation Committee.

1.05     Company means Northwest Natural Gas Company and its subsidiaries.

1.06     Effective Date means January 1, 1981, subject to any later effective date of any specific section provided in any amendment hereto.

1.07     Final Annual Compensation means the annual average determined by taking the sum of the Participant’s Total Compensation for the five (5) consecutive Compensation Years out of the Participant’s final ten (10) Compensation Years with the Company which produce the highest total amount, and dividing such sum by five (5). If a Participant receives a Promotion (as defined below) and then has a Separation from Service before December 31 of the fourth Compensation Year that commenced on or after the effective date of such Promotion, Final Annual Compensation shall be based on a three (3) year average instead of a five (5) year average. If a Participant receives a Promotion and then has a Separation from Service on or after December 31 of the fourth Compensation Year, and before December 31 of the fifth Compensation Year, that commenced on or after the effective date of such Promotion, Final Annual Compensation shall instead be based on a four (4) year average. A “Promotion” shall include any promotion to the position of Chief Executive Officer, President or Chief Financial Officer or any other change in title that the Committee determines to include a significant increase in responsibilities. Notwithstanding the foregoing, if any Participant has a Separation from Service on or before December 31, 2010, Final Annual Compensation shall instead be based on a three (3) year average.

1.07-1 Total Compensation for any Compensation Year means the sum of (a) plus (b):

(a) The annual salary in effect during the Compensation Year; provided, however, that if a Participant’s salary is changed during a Compensation Year, the salary amount included in Total Compensation for that Compensation Year shall be the total amount of salary the Participant earned for services during that Compensation Year or would have earned for services during that Compensation Year if employment had continued at his or her final salary level for the full Compensation Year.

(b) The annual performance award for the prior calendar year approved by the beginning of the Compensation Year; provided, however, that the

2

amount of the annual performance award included in Total Compensation for any calendar year after 2009 shall not exceed 125% of the Participant’s target award; provided further, however, that if a Participant has a Separation from Service during the last 61 days of any Compensation Year, Total Compensation for each of the Participant’s final ten (10) Compensation Years shall also be calculated as the sum of the salary in effect for such Compensation Year as determined under (a) plus the annual performance award for the calendar year that ended during such Compensation Year, and these alternate Total Compensation calculations shall be used if the resulting Final Average Compensation is higher.

1.07-2 Compensation Year means the twelve (12) month period from March 1 to February 28/29, including any partial portion of such period preceding a Separation from Service.

1.08     Normal Retirement Date means the first day of the month next following the Participant’s 65th birthday.

1.09     Participant means an employee specifically designated by the Committee to be covered under this Plan and who continues to fulfill all requirements for participation. The initial designation of Participants shall be all executive officers of the Company elected by the Board of Directors (not including “assistant” officer positions). A list of Participants as of September 1, 2004 who were employed by the Company as of that date is included in the 2004 ESRIP Appendix. No new Participants shall enter the Plan after September 1, 2004.

1.10     Plan means the Executive Supplemental Retirement Income Plan herein set forth, as amended from time to time.

1.11     Retirement Plan means the Company’s Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees, as amended from time to time.

1.12     Separation from Service shall have the meaning ascribed to such term in Treasury Regulations §1.409A-1(h).

1.13     Service depends on the context:

(a) Benefit Accrual . Service for benefit accrual under 2.01 means years of actual participation, including service credited under 1.13(c), after becoming a Participant under this Plan, plus any additional years of benefit accrual credit earned or awarded under 2.01-2(b)(2) and/or (3).

(b) Vesting Service . Service for vesting means all service with the Company or Parent from commencement of employment, including service credited under 1.13(c), plus any additional grant under 2.05-5.

(c) Other Service . To the extent “service” is not addressed by (a) or (b) above, Service includes all accredited years of service with the Company or Parent credited under the Retirement Plan and includes all periods of Company or Parent paid disability and long-term disability leave.

3

1.14     Surviving Beneficiary means the beneficiary or beneficiaries designated by the Participant on the form provided by the Company. Such beneficiary designation may be changed by the Participant at any time by written notice to the Committee. If no Surviving Beneficiary is designated, or if the designated Surviving Beneficiary dies before the Benefit Commencement Date, the Surviving Beneficiary shall be the Participant’s surviving spouse or, if none, the Participant’s estate.

1.15     Total and Permanent Disability means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

ARTICLE II.     AMOUNT OF BENEFITS; RIGHT TO RECEIVE BENEFITS

Each Participant or the Participant’s Surviving Beneficiary shall have the right to receive, and the Company shall pay, supplemental benefits as provided in this Article II, in the form and at the time provided in Article III:

2.01     Normal Retirement Supplemental Income . Upon Separation from Service at or after the Normal Retirement Date with at least ten (10) years of Service for vesting under 1.13(b), a Participant shall be entitled to receive, subject to 2.07, monthly supplemental retirement payments determined under 2.01-1 through 2.01-4:

2.01-1 Determining ESRIP Benefit Amount . The amount to be paid at the Normal Retirement Date under this Plan shall be determined by a three step process under the following (a), (b) and (c):

(a) Determine Target Benefit . The sum of the Participant’s accrued target percentage credits under 2.01-2 is multiplied by Final Annual Compensation.

(b) Determine Offset Amount . The amount to be paid at Normal Retirement Date from three other sources of retirement benefits shall be determined under 2.01-3.

(c) Determine Net Benefit. If the target benefit amount under (a) exceeds the total payments from the other three sources under (b), the excess shall be paid under 2.01-4.

2.01-2 Accrued Target Percentage . Participant’s accrued target percentage shall be the sum of the accruals at the rate specified below in (a) for each Year of Participation (defined below in (b)) credited under this Plan.

4

(a) Yearly Accrual Percentage Schedule :

(1) Years 1-15 . The yearly target percentage accrual for all Participants shall be:

(2) Years 16-25 . In addition, each of the Participants who had at least six (6) Years of Participation as of September 1, 2004 as shown in the attached 2004 ESRIP Appendix shall be entitled to additional accruals for Years of Participation 16-25 as follows:

(b) Year of Participation means the sum of (1), (2) and (3):

(1) Each consecutive twelve (12) month period (including fractions calculated to the nearest hundredth of a year) of Service measured by each anniversary of the date of first becoming a Participant under this Plan.

(2) Any additional Years of Participation awarded to a Participant by the Committee in the exercise of its discretion, specifically including any additional Years of Participation reflected in the attached 2004 ESRIP Appendix as of September 1, 2004.

(3) Three (3) additional Years of Participation credit shall be awarded to any Participant who becomes entitled to a Change in Control Severance Benefit.

2.01-3 Payments From Other Sources . The total annual payments from the three sources listed below in (a), (b) and (c) shall be determined, all calculated as a single life annuity.

(a) the Retirement Plan.

(b) Social Security (as determined under 2.01-4(b)(2)).

(c) Supplemental retirement payments under Section 5.7 of the Company’s Executive Deferred Compensation Plan and Section 8 of the Company’s Deferred Compensation Plan for Directors and Executives.

2.01-4 Benefit Payable Under This Plan . The monthly payment under this Plan shall be determined under the formula of (a) minus (b) as follows:

(a) The target monthly benefit shall be one-twelfth (1/12) times Final Annual Compensation times the accrued target percentage determined under 2.01-2 above; provided, however, that if a Participant’s Separation from Service is after December 31, 2010 and the target monthly benefit for the Participant calculated as if the

5

Participant’s Separation from Service had been on December 31, 2010 is greater than the target monthly benefit calculated based on the Participant’s actual Separation from Service, then the target monthly benefit as of December 31, 2010 shall be used;

MINUS

(b) The sum of (1) plus (2) plus (3):

(1) The Participant’s monthly retirement benefit under the Retirement Plan assuming commencement of benefits in the month following Separation from Service and calculated as if the Participant had elected to have the entire benefit paid as a single life annuity;

PLUS

(2) One-twelfth (1/12) of the Participant’s annual primary Social Security benefit assuming commencement of benefits in the month following Separation from Service and determined in the same manner and based on the same earnings as are used to compute the actual Social Security benefit;

PLUS

(3) The Participant’s monthly supplemental retirement benefit under Section 5.7 of the Company’s Executive Deferred Compensation Plan and/or Section 8 of the Company’s Deferred Compensation Plan for Directors and Executives, calculated in each case as if the Participant had elected to have the benefit paid as a single life annuity.

2.02     Early Retirement Supplemental Income . Upon Separation from Service at or after age fifty-five (55) with at least ten (10) years of Service for vesting under 1.13(b), a Participant shall be entitled to receive, subject to 2.07, the reduced monthly supplemental retirement payments determined as follows:

2.02-1 First, the target monthly early retirement benefit shall be equal to one-twelfth (1/12) times the Participant’s Final Annual Compensation times the accrued target percentage determined under 2.01-2 based on the Participant’s Years of Participation at the time of Separation from Service; provided, however, that if a Participant’s Separation from Service is after December 31, 2010 and the target monthly early retirement benefit for the Participant calculated as if the Participant’s Separation from Service had been on December 31, 2010 is greater than the target monthly early retirement benefit calculated based on the Participant’s actual Separation from Service, then the target monthly early retirement benefit as of December 31, 2010 shall be used.

2.02-2 Second, the unreduced monthly supplemental payment under this Plan shall be determined under the formula in 2.01-4, using in 2.01-4(b)(1) the Participant’s monthly retirement benefit under the Retirement Plan assuming commencement of benefits in the month following the Participant’s Normal Retirement Date and a projected 2.5% annual increase in the Consumer Price Index between Separation from Service and Normal Retirement Date and

6

calculated as if the Participant had elected to have the entire benefit paid as a single life annuity, using in 2.01-4(b)(2) the Participant’s estimated monthly Social Security benefit payable at age 65 assuming no earnings after Separation from Service and no projected increases in the national average wage index or cost of living between Separation from Service and age 65, and using in 2.01-4(b)(3) the Participant’s monthly retirement benefit under Section 5.7 of the Company’s Executive Deferred Compensation Plan and/or Section 8 of the Company’s Deferred Compensation Plan for Directors and Executives, calculated in each case assuming that benefits could have been and were commenced in the month following the Participant’s Normal Retirement Date and as if the Participant had elected to have the benefit paid as a single life annuity.

2.02-3 Third, the unreduced monthly amount under 2.02-2 shall be reduced by one-half of one percent (0.50%) per month for each full or partial month by which the Benefit Commencement Date precedes the Participant’s 62nd birthday, as illustrated in the following table:

* This table shows the percentage reduction based on years prior to age 62. The actual percentage reduction will be further adjusted for each additional month by which the Participant’s age at the Benefit Commencement Date precedes the retirement age specified in the table.

2.03     Disability Retirement Supplemental Income . Upon a Participant’s Total and Permanent Disability while employed by the Company or Parent and with at least fifteen (15) years of Service for vesting under 1.13(b) and 1.13(c), a Participant shall be entitled to receive, subject to 2.07, monthly supplemental retirement payments determined in the same manner as early retirement payments under 2.02.

2.04     Death Benefits . If a Participant dies during employment or before the Benefit Commencement Date for any other benefit under this Plan, a monthly supplemental death benefit shall be paid to the Participant’s Surviving Beneficiary as follows:

2.04-1 Amount . The amount of the monthly supplemental death benefit shall be determined under either 2.01, 2.02, 2.03, 2.05 or 2.08, as applicable, assuming that (a) the Participant had a Separation from Service on the date of death (or on the Participant’s actual Separation from Service, if earlier), (b) the Participant had survived until the Benefit Commencement Date that would have been applicable under 3.02 based on the assumed date of Separation from Service, (c) the Participant had selected the form of annuity selected by the Surviving Beneficiary pursuant to 2.04-2, and (d) the Participant had died on the day after the Benefit Commencement Date.

7

2.04-2 Annuity Form . The Surviving Beneficiary may at any time prior to the applicable Benefit Commencement Date elect one of the available annuity forms under 3.01 for purposes of calculating and paying the death benefit under 2.04-1. If the Surviving Beneficiary does not make a timely election under this 2.04-2, the Surviving Beneficiary shall be deemed to have elected a 100% joint and survivor annuity (without the “pop-up” feature) if the Surviving Beneficiary is one individual; otherwise, the Surviving Beneficiary shall be deemed to have elected the life annuity with 120 guaranteed payments under 3.01-1.

2.04-3 Other Death Benefits . The supplemental death benefit under this Plan shall be in addition to any death benefit provided by any other Company or Parent sponsored plan or insurance program.

2.05     Vested Benefits . Upon Separation from Service with at least five (5) years of Service for vesting under 1.13(b), a Participant who is not eligible for benefits under 2.01, 2.02, 2.03 or 2.08, shall be entitled to receive, subject to 2.07, the reduced monthly supplemental retirement payments determined as follows:

2.05-1 First, the unreduced monthly supplemental payment under this Plan shall be determined in the same manner as such amount would be determined for early retirement payments under 2.02-1 and 2.02-2, except that in 2.01-4(b)(2) there shall be used the Participant’s estimated monthly Social Security benefit payable at age 65 assuming continuation of earnings after Separation from Service through age 65 at the Participant’s final salary level with the Company or Parent, but with no projected increases in the national average wage index or cost of living between Separation from Service and age 65.

2.05-2 Second, the vested portion of the unreduced monthly amount shall be determined by multiplying the unreduced monthly amount by the vested percentage set forth in the following table that corresponds to the Participant’s number of years of Service for vesting under 1.13(b):

8

2.05-3 Third, if the Participant’s Separation from Service occurs before age fifty-five (55), the vested portion of the unreduced monthly amount under 2.05-2 shall be reduced by one-half of one percent (0.50%) per month for each full or partial month by which the Benefit Commencement Date precedes the Participant’s 65th birthday, as illustrated in the following table:

If the Participant’s Separation from Service occurs at or after age 55, the vested portion of the unreduced monthly amount under 2.05-2 shall be reduced in the same manner as provided under 2.02-3 for early retirement benefits.

2.05-4 Vesting Service Credit . One year of vesting service is awarded for each period of 12 consecutive months of employment with the Company or Parent, with the first such period beginning on the Participant’s employment commencement date and subsequent periods beginning on each anniversary of the Participant’s employment commencement date.

2.05-5 Committee Discretion . For any specified Participant, the Committee may, in its discretion, grant additional vesting service credit, waive the minimum service requirement, reduce the early retirement reduction percentage for payments starting before age 65, or make any appropriate adjustment of the benefit amount under this Plan.

2.06     Post-Retirement Change in Retirement Plan Benefits .

2.06-1 Change in Benefit Formula . If, after supplemental payments start under this Plan, the benefit payable to a retired Participant is increased under the Retirement Plan by a change in the Retirement Plan benefit formula or its components, the supplemental payment under this Plan shall be reduced to reflect such increase, effective for and after the first month when such increase is paid. The supplemental benefit shall be recalculated under the benefit formula (2.01, 2.02, 2.03, 2.04, 2.05 or 2.08) applicable to the retiree by substituting such increased Retirement Plan benefit in the formula, with all other components of the formula to remain unchanged.

2.06-2 COLA Supplement . Any post-retirement increase to the Retirement Plan benefit that is not the result of a change of the Retirement Plan benefit formula or its components (such as a cost of living adjustment for retirees) shall not trigger a recalculation of benefits under 2.06-1 of this Plan.

2.07     Forfeiture of Benefits . Notwithstanding any other provision of this Plan to the contrary, Plan benefits shall be forfeited as follows:

2.07-1 Discharge for Cause . No Plan benefits shall be paid if the Participant is discharged from the Company or Parent for cause involving illegal or fraudulent acts or conduct detrimental to the interests of the Company or Parent.

9

2.07-2 Agreement Not to Compete . No Plan benefits shall be paid to a Participant unless, prior to the date Plan benefits are scheduled to commence, the Company receives Participant’s written agreement not to compete with the Company, its subsidiaries or Parent during the period of Plan benefit payments. Plan benefits shall be forfeited in whole or in part, as the Committee shall decide, for any breach of such agreement not to compete.

2.08     Change in Control Supplemental Income .

2.08-1 Benefit Calculation . A Participant who has a Separation from Service before the Normal Retirement Date and is or becomes entitled to a Change in Control Severance Benefit shall have a 100% vested right to receive, subject to 2.07, monthly supplemental retirement payments determined in the same manner as early retirement payments under 2.02, except that (a) the Participant shall be credited with additional Years of Participation as provided in 2.01-2(b)(3), and (b) in lieu of applying 2.02-3, the unreduced monthly amount under 2.02-2 shall be reduced by one-quarter of one percent (0.25%) per month for each full or partial month by which the Benefit Commencement Date precedes the Participant’s 62nd birthday.

2.08-2 Possible Benefit Recalculation . With respect to any Participant who is party to a Change in Control Severance Agreement, it may be the case that (a) the Participant’s employment with the Company or Parent is terminated prior to a “change in control” (as defined in the Participant’s Change in Control Severance Agreement), (b) a change in control occurs after such termination, and (c) the Participant then becomes entitled to a Change in Control Severance Benefit. If, after such termination of employment and prior to the time that the Participant becomes entitled to a Change in Control Severance Benefit, supplemental benefit payments to the Participant have started under the Plan, then, at such time thereafter as the Participant becomes entitled to a Change in Control Severance Benefit, the benefits payable to the Participant under the Plan shall be retroactively recalculated to reflect the benefit enhancements applicable under the Plan as a result thereof. To the extent that the amount of the supplemental benefit payments paid to the Participant prior to such recalculation is less than the amount of such payments as so recalculated, the difference will be paid to the Participant in a cash lump sum (without interest) as soon as practicable after the change in control.

ARTICLE III.     PAYMENT OF BENEFITS

3.01     Form of Supplemental Payment s . Subject to 3.01-3, supplemental monthly payments to a Participant shall be made in the annuity form specified in 3.01-1; provided, however, that a Participant may elect at any time at least 30 days prior to the Benefit Commencement Date to have benefit payments made in one of the annuity forms specified in 3.01-2:

3.01-1 Life Annuity With One Hundred Twenty (120)  Guaranteed Payments . Unless the Participant elects another annuity form under 3.01-2 , the Participant’s monthly supplemental benefit as determined under 2.01, 2.02, 2.03, 2.05 or 2.08 shall be paid as equal monthly payments for the Participant’s lifetime, except that if the Participant dies before receiving one hundred twenty (120) monthly payments, the balance of the one hundred twenty (120) payments shall be made monthly to the Participant’s Surviving Beneficiary.

10

3.01-2 Annuity Forms under Retirement Plan . The Participant may elect to receive supplemental monthly payments in any of the standard or optional annuity forms of benefit described in 6.01 and 6.02 of the Retirement Plan, other than a joint and survivor annuity upon marriage or remarriage after the annuity starting date. Any such alternate annuity shall be the actuarial equivalent of the benefit under 3.01-1 as determined by the Plan’s actuary based on the actuarial assumptions used for determining equivalent benefits under the Retirement Plan at the Benefit Commencement Date.

3.01-3 Small Benefit Cash Out . If the actuarial equivalent lump sum present value of a Participant’s benefits, based on the actuarial assumptions used for determining equivalent benefits under the Retirement Plan at the Benefit Commencement Date, is no more than the applicable dollar amount under Internal Revenue Code section 402(g)(1)(B) (which is $18,500 in 2018), the benefit shall be paid as a lump sum in such amount at the time annuity payments would have otherwise commenced under 3.02.

3.02     Commencement of Supplemental Payments .

3.02-1 Normal Retirement Supplemental Income . If a Participant is eligible for normal retirement benefits under 2.01, supplemental monthly payments under this Plan shall commence with the first month following the Participant’s Separation from Service.

3.02-2 Change in Control Supplemental Income . If a Participant is not eligible for normal retirement benefits under 2.01, but is eligible for change in control retirement benefits under 2.08, supplemental monthly payments under this Plan shall commence with the first month following the later of the Participant’s 55 ^th birthday or the Participant’s Separation from Service.

3.02-3 Disability Retirement Supplemental Income . If a Participant is not eligible for normal retirement benefits under 2.01 or change in control retirement benefits under 2.08, but is eligible for disability retirement benefits under 2.03, supplemental monthly payments under this Plan shall commence with the first month following the later of the Participant’s 55 ^th birthday or the Participant’s Total and Permanent Disability; provided, however, that a Participant may elect no later than December 31, 2008 to have any disability retirement benefits commence under this 3.02-3 with the first month following the later of the Participant’s Separation from Service or another specified birthday of the Participant that shall be no less than age 56 and no more than age 62.

3.02-4 Early Retirement Supplemental Income . If a Participant is not eligible for normal retirement benefits under 2.01, change in control retirement benefits under 2.08 or disability retirement benefits under 2.03, but is eligible for early retirement benefits under 2.02, supplemental monthly payments under this Plan shall commence with the first month following the later of the Participant’s 62 ^nd birthday or the Participant’s Separation from Service; provided, however, that a Participant may elect no later than December 31, 2008 to have any early retirement benefits commence under this 3.02-4 with the first month following the later of the Participant’s Separation from Service or another specified birthday of the Participant that shall be no less than age 55 and no more than age 61.

3.02-5 Vested Benefits . If a Participant is not eligible for normal retirement benefits under 2.01, change in control retirement benefits under 2.08, disability retirement

11

benefits under 2.03 or early retirement benefits under 2.02, but is eligible for vested benefits under 2.05, supplemental monthly payments under this Plan shall commence with the first month following the later of the Participant’s 65 ^th birthday or the Participant’s Separation from Service; provided, however, that a Participant may elect no later than December 31, 2008 to have any vested benefits commence under this 3.02-5 with the first month following the later of the Participant’s Separation from Service or another specified birthday of the Participant that shall be no less than age 55 and no more than age 64.

3.02-6 Death Benefits . If a Participant’s Surviving Beneficiary is eligible for death benefits under 2.04, supplemental monthly payments under this Plan shall commence in the month that benefits would have commenced under 3.02-1, 3.02-2, 3.02-3, 3.02-4 or 3.02-5, as applicable, if the Participant had a Separation from Service on the date of death (or on the Participant’s actual Separation from Service, if earlier) and then survived until benefits had commenced.

3.02-7 Modification of Elections . After December 31, 2008, a Participant who has made an election under 3.02-3, 3.02-4 or 3.02-5 may elect to change any or all of such elections provided that (a) such change election is made in writing submitted to the Company no later than one year before the birthday specified in the original election, (b) such change election shall not be effective if the Participant’s Separation from Service occurs less than one year after such change election, (c) the birthday specified in the change election is at least five years after the birthday specified in the original election (and therefore may be a higher age than that permitted in the original election), and (d) the election under any of 3.02-3, 3.02-4 or 3.02-5 may only be changed once under this 3.02-7.

3.03     Six-Month Minimum Delay . Notwithstanding the foregoing, no supplemental monthly payments under this Plan shall be paid to any Participant until the seventh month following the month of the Executive’s Separation from Service; provided, however, that this delay in commencement of benefits shall not apply to death benefits under 2.04. Any payments that would have been paid if not for this 3.03 shall be accumulated and paid in full in the seventh month following the month of the Participant’s Separation from Service together with interest from the date each payment otherwise would have been payable until the date actually paid. Interest for any period will be paid at the same rate applicable for that period under Section 6(f) of the Company’s Deferred Compensation Plan for Directors and Executives.

3.04     Source . The commitment of the Company to pay supplemental retirement benefits under this Plan is an unsecured promise of the Company to make the payments. There is no asset or trust fund set aside for payment of benefits hereunder, except to the extent held under the Company’s Umbrella Trust for Executives, which is subject to the claims of the Company’s creditors under conditions specified therein.

3.05     Key Man Insurance . The Company shall purchase and own such key man life insurance as it chooses on the life of any Participant. No Participant, nor his or her beneficiaries, heirs, assigns, personal representative or estate, shall have any right to or interest in any such policy or the proceeds payable thereunder on his or her death. On death of the Participant, the proceeds shall be paid to the Company.

12

ARTICLE IV.     ADMINISTRATION

4.01     Committee Discretion . The Committee shall have full power and authority to interpret, construe and administer this Plan, to adopt appropriate procedures, and to make all decisions necessary or proper to carry out the terms of the Plan. The Committee’s interpretation and construction hereof, and actions hereunder, including any determination of benefit amount or designation of the person to receive supplemental payments, shall be binding and conclusive on all persons for all purposes. The timetable and procedure for notice of denial of benefit claims and for hearing on review of such denial shall be as set forth in Article XIII of the Retirement Plan, and the Committee shall make such final review and decision. The Company’s vice president responsible for human resources shall act as the Committee’s agent in administering this Plan. Neither the Company, nor its officers, employees, directors or Committee, nor any member thereof, shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan.

4.02     Company Right to Amend, Modify or Terminate . The Company, by action of the Board of Directors, reserves the exclusive right to amend, modify, or terminate this Plan in whole or in part without notice to any Participant. No such termination, modification or amendment shall (a) terminate or diminish any rights or benefits accrued by any Participant or Surviving Beneficiary prior thereto, or (b) accelerate the payment of any Plan benefits unless covered by an exception (set forth in regulations or other guidance of the Internal Revenue Service) to the prohibition on acceleration of deferred compensation. In addition, with respect to any Participant who is party to a Change in Control Severance Agreement with the Company or Parent, no such termination, modification or amendment during the pendency of a “potential change in control” of Parent(or, if a “change in control” of Parent occurs, during the 24-month period immediately following such change in control) shall, without the written consent of the Participant, terminate or diminish any rights or benefits to which the Participant may be entitled under the Plan. For purposes of 4.02, the terms “potential change in control” and “change in control” shall have the meanings as may be set forth in the Participant’s Change in Control Severance Agreement, if any.

ARTICLE V.     GENERAL PROVISIONS

5.01     No Effect on Employment . This Plan shall not be deemed to give any Participant or other person in the employ of the Company or Parent any right to be retained in the employment of the Company or Parent, or to interfere with the right of the Company or Parent to terminate any Participant or such other person at any time. The Company is authorized and empowered to treat the Participant or other person without regard to the effect which such treatment might have under the Plan.

5.02     Legally Binding . The rights, privileges, benefits and obligations under this Plan are intended to be legal obligations of the Company and binding upon the Company, its successors and assigns. The Company agrees it will not be a party to any merger, consolidation or reorganization, unless and until its obligations hereunder shall be expressly assumed by its successor or successors. The Company was the surviving corporation in the merger transaction by which Parent acquired all of the common stock of the Company, and therefore there was no successor to the Company in that transaction.

13

5.03     Notice . Any election, notice or filing required or permitted to be given to the Company or the Committee under this Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Secretary of the Company. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

5.04     No Transfer of Benefits . The interest of any Participant or beneficiary under this Plan shall not be transferred or transferable, voluntarily or by operation of law, by assignment, anticipation, hypothecation, pledge or other encumbrance, or by garnishment, attachment, levy, seizure or other execution, or by insolvency, receivership, bankruptcy or other debtor proceeding.

5.05     Disclosure to Participants . Each Participant shall receive a copy of this Plan, a copy of any written procedures for administering the Plan, and any amendments to the Plan or procedures.

5.06     Adoption . This Plan was approved by resolution of the Board of Directors at a regular meeting on April 16, 1981, to be effective as of January 1, 1981. Amendments shall take effect as specified in the implementing Board resolution.

5.07     Integration Clause . This written Plan document supersedes, and takes precedence over, any prior oral or written promises to Participants. The Plan may be amended or modified only by a written amendment adopted by the Company’s Board of Directors.

SIGNED pursuant to proper authority delegated by the Company’s Board of Directors:

14

2004 ESRIP APPENDIX

TO

NORTHWEST NATURAL GAS COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME PLAN

(Effective September 1, 2004)

The following executives are Participants in the Plan as of September 1, 2004. No new Participants will enter the Plan after September 1, 2004. The Participants are entitled to the Years of Participation and Years of Vesting Service shown in the following table, as of September 1, 2004:

Exhibit 10.7

NORTHWEST NATURAL GAS COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

2018 RESTATEMENT

TABLE OF CONTENTS

-i-

INDEX OF TERMS

ii

NORTHWEST NATURAL GAS COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

2018 RESTATEMENT

1.     Purpose; Effective Date . The Board of Directors (the “Board”) of Northwest Natural Gas Company (the “Company”) adopts this Supplemental Executive Retirement Plan (the “Plan”) in order to attract and retain highly effective executives by providing retirement benefits in excess of those provided by the Northwest Natural Gas Company Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees (the “Qualified Plan”). The Plan shall not apply to executives already covered by the Company’s Executive Supplemental Retirement Income Plan (the “ESRIP”). The Plan is intended to constitute an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Plan was adopted effective as of September 1, 2004 (the “Effective Date”) and previously restated effective December 1, 2006 and January 1, 2010. In order to comply with changes in applicable law and to clarify existing provisions, the Company adopted the 2007 Restatement effective December 20, 2007, except the changes to the second sentence of 3, to 5(b), and to 6(b) were effective September 1, 2004 as though included in the original Plan. The Plan was further amended by the 2011 Restatement on September 22, 2011 with the clarifying changes to 5(b) effective September 1, 2004 as though included in the original Plan. Effective October 1, 2018, the Company became a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”) and holders of Company common stock became holders of Parent common stock. To make appropriate changes to the Plan in relation to the foregoing corporate transaction, the Company adopts this 2018 Restatement effective October 1, 2018.

2.     Eligibility . Each executive officer of the Company or Parent hired into such office after the Effective Date and each other executive employee of the Company or Parent designated by the Organization and Executive Compensation Committee of the Board shall be eligible to participate in the Plan (a “Participant”). “Eligibility Date” means the first date as of which the Participant became an executive officer of the Company or Parent or the effective date of designation to participate in the Plan, whichever applies. A Participant with an Eligibility Date before December 1, 2006 (a “Tier 1 Participant”) shall be provided full benefits under the Plan and a Participant with an Eligibility Date on or after that date (a “Tier 2 Participant”) shall be provided with Make-Up Benefits as described in 4(f), 5(d), 6(d), 7(d), and 8(d). Participants in the ESRIP shall not be eligible to participate in the Plan.

3.     Years of Participation; Separation from Service . Vesting of benefits, accrual of benefits, and eligibility for retirement shall be based on the Participant’s Years of Participation. “Year of Participation” means a 12-month period elapsed between the Participant’s Eligibility Date and Separation from Service, including fractions of a year for any completed one-month periods. If participation is not continuous, whole and fractional months shall be aggregated and any remaining fractional month shall be disregarded. “Separation from Service”, when used in this Plan, shall have the meaning ascribed to such term in Treasury Regulations §1.409A-1(h).

4.     Normal Retirement Benefit .

(a)     Normal Retirement Date . A Participant’s “Normal Retirement Date” is the first of the month following Separation from Service at or after attainment of age 65 and completion of five Years of Participation.

(b)     Amount of Benefit . A Tier 1 Participant’s benefit upon Normal Retirement Date shall be a lump sum equal to six times Final Average Pay (FAP) times the Short Service Factor (SSF) minus the Pension Offset (PO) as follows:

Lump sum = (6 x FAP x SSF) - PO

(c)     Final Average Pay . “Final Average Pay” means the annual average determined by taking the sum of the Participant’s Total Compensation for the five (5) consecutive Compensation Years out of the Participant’s final ten (10) Compensation Years with the Company which produce the highest five (5) year total amount, and dividing such sum by five (5).

1

(i)     Total Compensation for any Compensation Year means the sum of (A) plus (B):

(A)    The annual salary in effect during the Compensation Year; provided, however, that if a Participant’s salary is changed during a Compensation Year, the salary amount included in Total Compensation for that Compensation Year shall be the total amount of salary the Participant earned for services during that Compensation Year or would have earned for services during that Compensation Year if employment had continued at his or her final salary level for the full Compensation Year.

(B)    The annual performance award for the prior calendar year approved by the beginning of the Compensation Year; provided, however, that the amount of the annual performance award included in Total Compensation for any calendar year after 2009 shall not exceed 125% of the Participant’s target award; provided further, however, that if a Participant has a Separation from Service during the last 61 days of any Compensation Year, Total Compensation for each of the Participant’s final ten (10) Compensation Years shall also be calculated as the sum of the salary in effect for such Compensation Year as determined under (A) plus the annual performance award for the calendar year that ended during such Compensation Year, and these alternate Total Compensation calculations shall be used if the resulting Final Average Pay is higher.

(ii)     Compensation Year means the twelve (12) month period from March 1 to February 28/29, including any partial portion of such period preceding a Separation from Service.

(d)     Short Service Factor . “Short Service Factor” means a percentage calculated by dividing the Tier 1 Participant’s Years of Participation at Separation from Service by 15, not to exceed 100 percent.

(e)     Pension Offset . “Pension Offset” means a lump sum amount equal to the combined actuarial equivalent value of the following:

(i)    The Tier 1 Participant’s benefit payable at age 65 under the Qualified Plan in the normal form provided by that plan;

(ii)    The make-up benefit payable at age 65 provided by any elective nonqualified deferred compensation plan of the Company (a “Deferred Comp Plan”) on account of the reduction in benefits under the Qualified Plan and under Social Security resulting from deferral of compensation under the Deferred Comp Plan; and

(iii)    The Tier 1 Participant’s Social Security benefit payable at age 65, as estimated by the Committee based on the Tier 1 Participant’s total compensation in the most recent full calendar year and an assumed rate of increase over a full working career.

(f)     Make-Up Benefit . A Tier 2 Participant’s benefit upon Normal Retirement Date shall be equal to the amount, if any, by which the Tier 2 Participant’s benefit under the Qualified Plan would be greater than the actual benefit payable under the Qualified Plan upon Normal Retirement Date in the absence of both the following limits:

(i)    The limit provided by Section 401(a)(17) of the Internal Revenue Code on compensation counted under the Qualified Plan.

(ii)    The limit provided by Section 415(b) of the Internal Revenue Code on benefits payable under the Qualified Plan.

2

(g)     Deferred Compensation . The Tier 2 Participant’s Qualified Plan benefit calculated without the limits in (f)(i) and (ii) shall treat salary and bonus deferred by the Tier 2 Participant under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives or the predecessor to such plan as though it had been paid to or received by the Tier 2 Participant in the year when the deferral occurred, but only to the extent such salary and bonus is not counted in the calculation of a supplemental retirement benefit payable to the Tier 2 Participant under Section 8 of such plan.

5.     Early Retirement Benefit .

(a)     Early Retirement Date . A Participant’s “Early Retirement Date” is the first of the month following Separation from Service at or after attainment of age 55 and completion of 15 Years of Participation and before attainment of age 65.

(b)     Amount of Benefit . A Tier 1 Participant’s benefit upon Early Retirement Date shall be a lump sum determined under the same formula in 4(b) as the benefit at Normal Retirement Date, with the same defined terms, subject to the following additional detail in the definition of Pension Offset. The value of the Qualified Plan benefit and the make-up benefit provided by the Deferred Comp Plan shall be based on the value at age 65 of the unadjusted normal retirement benefits payable under those plans, even if those benefits start before age 65. The value of the Social Security benefit shall be determined as of the later of the Tier 1 Participant’s Early Retirement Date or the date the Tier 1 Participant will attain age 62 assuming payments commence on that determination date and, if determined as of a future date, based on the assumptions of no earnings after Early Retirement Date and future increases in the national average wage index used to calculate Social Security benefits based on the intermediate assumptions in the most recent report of the Social Security trustees.

(c)     Reduction for Commencement Before Age 60 . The Tier 1 Participant’s benefit upon Early Retirement Date shall be reduced by five percent for each year by which Early Retirement Date precedes the first of the month following the Tier 1 Participant’s 60th birthday, with interpolation for a partial year based on one-twelfth of the full five percent for each month.

(d)     Make-Up Benefit . A Tier 2 Participant’s benefit upon Early Retirement Date shall be the same as the Tier 2 Participant’s benefit upon Normal Retirement Date, except the calculation shall be based on the Qualified Plan benefit as of the Early Retirement Date without the limits described in 4(f)(i) and (ii) and based on deferred salary and bonus as provided in 4(g).

6.     Termination Benefit .

(a)     Vesting . A Participant shall become vested in benefits under the Plan upon completing five Years of Participation, upon suffering a Disability, or when entitled to a Change in Control Severance Benefit as provided in 9(a). A Participant whose employment with the Company terminates prior to vesting shall forfeit any right to benefits under the Plan, subject to reinstatement of such right upon rehire into a position with the Company eligible to participate in the Plan. A Participant whose Separation from Service with the Company occurs after becoming vested and before qualifying for Early or Normal Retirement Date shall be paid a termination benefit.

(b)     Amount of Benefit . A Tier 1 Participant’s termination benefit shall be determined under the same formula in 4(b) as the benefit at Normal Retirement Date, with the same defined terms, subject to the following additional detail in the definition of Pension Offset. The Pension Offset shall be calculated the same as on Early Retirement Date, except the value of Social Security benefits shall be determined as of the date the Tier 1 Participant will attain age 65 assuming that payments commence on that date and based on the assumptions of future earnings continuing at the Participant’s last pay rate with the Company and future cost of living adjustments and increases in the national average wage index used to calculate Social Security benefits based on the intermediate assumptions in the most recent report of the Social Security trustees.

(c)     Reduction for Commencement Before Age 60 . The Tier 1 Participant’s termination benefit shall be reduced by five percent for each year by which the first of the month following Separation from Service precedes the first of the month following the Participant’s 60th birthday, with interpolation for a partial year based on one-twelfth of the full five percent for each month. This paragraph (c) shall not reduce the Tier 1 Participant’s benefit below 40 percent of the amount payable at age 60.

3

(d)     Make-Up Benefit . A Tier 2 Participant’s termination benefit shall be the same as the Tier 2 Participant’s benefit upon Normal Retirement Date, except the calculation shall be based on the Qualified Plan benefit, without the limits described in 4(f)(i) and (ii) and based on deferred salary and bonus as provided in 4(g), as of the date the Tier 2 Participant’s benefit commences as provided in 7(d).

(e)     Disability . “Disability” means a termination of employment because of absence from duties with the Company for 180 consecutive days as a result of the Participant’s incapacity due to physical or mental illness or injury, unless within 30 days after a written notice of termination is given following such absence the Participant returns to full-time performance of Company duties.

7.     Time and Form of Payment to Participant .

(a)     Lump Sum . Except as provided in (b), (c), and (f), benefits shall be paid to a Tier 1 Participant in a lump sum of cash within 30 days following the Tier 1 Participant’s Separation from Service.

(b)     Optional Annuity Forms . A Tier 1 Participant can receive payment of the Normal Retirement benefit described in Section 4 or the Early Retirement benefit described in Section 5 in any of the standard or optional annuity forms of benefit described in 6.01 and 6.02 of the Qualified Plan, other than a joint and survivor annuity upon marriage or remarriage after the annuity starting date.

(c)     Election of Annuity Form . A Tier 1 Participant may elect to receive payment of the benefit amounts described in Sections 4 or 5 in an annuity form of benefit in lieu of a lump sum at any time by delivering written notice of the election to the Committee. The election shall take effect 12 months following the date on which it is delivered to the Committee. If the Tier 1 Participant has a Separation from Service less than 12 months following the date the election is delivered or if the total benefit is no more than the applicable dollar amount under Internal Revenue Code section 402(g)(1)(B) (which is $18,500 in 2018), benefits shall be paid in a lump sum. An election to receive an annuity form of benefit must specify a date for commencement of annuity payments that is at least five years after Separation from Service. However, a Tier 1 Participant may elect no later than December 31, 2008, to receive an annuity form of benefit in lieu of a lump sum commencing with the first month following Separation from Service without a five-year delay in commencement and such election shall be effective immediately without a 12-month delay in effectiveness. A Tier 1 Participant who has elected to receive an annuity form of benefit may choose which of the annuity forms described in (b) will be paid, and to change such choice, at any time at least 30 days before the first day of the month in which annuity payments commence. If the Tier 1 Participant does not make a timely election under this 7(c), the annuity benefit shall be paid in the default annuity form applicable to the Tier 1 Participant under the Qualified Plan.

(d)     Make-Up Benefit . Except as provided in (f) and (g), benefits shall be paid to a Tier 2 Participant in one of the standard or optional annuity forms of benefit described in 6.01 and 6.02 of the Qualified Plan, other than a joint and survivor annuity upon marriage or remarriage after the annuity starting date, as selected by the Tier 2 Participant in accordance with the rules of the Qualified Plan, commencing upon a Separation from Service as follows:

(i)    If the Tier 2 Participant is eligible to receive normal retirement benefits under the Qualified Plan based on having reached age 62 at the time of Separation from Service, and therefore receives an amount of benefits under this Plan calculated consistently therewith, the annuity shall commence with the first month following the Separation from Service.

(ii)    If the Tier 2 Participant is eligible to receive early retirement benefits under the Qualified Plan based on having satisfied the Rule of 70 at the time of Separation from Service, and therefore receives an amount of benefits under this Plan calculated consistently therewith, the annuity shall commence with the first month following the later of the Tier 2 Participant’s 55 ^th birthday or the Tier 2 Participant’s Separation from Service.

4

(iii)    If the Tier 2 Participant is not eligible to receive normal retirement benefits or early retirement benefits as referred to in (i) or (ii), but is eligible to receive termination benefits under this Plan, the annuity shall commence with the first month following the Tier 2 Participant’s 62 ^nd birthday.

(iv)    If the Tier 2 Participant’s surviving spouse is eligible to receive death benefits under the Qualified Plan as a result of the Tier 2 Participant’s death before commencement of benefits under this Plan, the annuity shall commence in the month that benefits would have commenced as provided in this 7(d) if the Tier 2 Participant had a Separation from Service on the date of death (or on the Tier 2 Participant’s actual Separation from Service, if earlier) and then survived until benefits had commenced.

(v)    If the Tier 2 Participant elects a form of annuity benefit under the Qualified Plan at least 30 days prior to the first day of the month in which the benefit under this 7(d) is required to commence, the annuity benefit shall be paid in the same annuity form as selected under the Qualified Plan. If the Tier 2 Participant does not make a timely election under this 7(d), the annuity benefit shall be paid in the default annuity form applicable to the Tier 2 Participant under the Qualified Plan.

(e)     Actuarial Equivalency . The amount payable in any of the annuity forms provided in (b) shall be the actuarial equivalent of the lump sum in (a), or of the amount described in 4(f), 5(d), or 6(d), based on the actuarial assumptions used for determining equivalent benefits under the Qualified Plan at the time of the Participant’s commencement of benefits.

(f)     6-Month Delay for Specified Employees . For a Participant who is a key employee as defined in Section 416(i) of the Internal Revenue Code for the plan year of Separation from Service, payment of a lump sum or commencement of monthly annuity benefits shall be postponed until the first day of the seventh calendar month following the Participant’s Separation from Service. All amounts due before the first day of the seventh calendar month shall be paid to the Participant as soon as practicable after that day together with interest from the date each payment otherwise would have been payable until the date actually paid. Interest for any period will be paid at the same rate applicable for that period under Section 6(f) of the Company’s Deferred Compensation Plan for Directors and Executives.

(g)     Small Benefit Cash Out . If the actuarial equivalent lump sum present value of a Tier 2 Participant’s benefits, based on the actuarial assumptions used for determining equivalent benefits under the Qualified Plan at the time of the Participant’s commencement of benefits, is no more than the applicable dollar amount under Internal Revenue Code section 402(g)(1)(B) (which is $18,500 in 2018), the benefit shall be paid as a lump sum in such amount at the time annuity payments would have otherwise commenced under 7(d).

8.     Death Benefit .

(a)     Beneficiary . If a Tier 1 Participant dies before Separation from Service, a death benefit shall be paid to the Beneficiary designated by the Tier 1 Participant on a written form prescribed by the Committee. A designation made by the Tier 1 Participant shall remain in effect until changed by a subsequent designation. If no Beneficiary has been designated or no person designated by the Tier 1 Participant survives, the Beneficiary shall be the following in order of priority:

(i)    The Participant’s surviving spouse.

(ii)    The Participant’s surviving children in equal shares.

(iii)    The Participant’s estate.

(b)     Amount of Benefit . The death benefit shall have a lump sum value equal to 50 percent of the amount determined under the formula in 4(b) for the benefit at Normal Retirement Date, calculated on the basis of the Tier 1 Participant’s Final Average Pay, Years of Participation, and Pension Offset determined as of the day before death.

5

(c)     Form of Payment . The amount calculated under (b) shall be converted to an actuarial equivalent single life annuity for the life of the Beneficiary commencing on the first of the month following the date of death, except as follows. If the lump sum value is no more than the applicable dollar amount under Internal Revenue Code section 402(g)(1)(B) (which is $18,500 in 2018), the lump sum shall be paid to the Beneficiary within 30 days after the date of death in lieu of a life annuity. Actuarial equivalency shall be based on the actuarial assumptions used for determining equivalent benefits under the Qualified Plan at the time of the Tier 1 Participant’s death.

(d)     Make-Up Benefit . If a Tier 2 Participant dies with a surviving spouse entitled to a death benefit under the Qualified Plan, a death benefit shall be payable to the surviving spouse commencing at the date determined under 7(d) equal to the amount, if any, by which the Qualified Plan death benefit would be greater than the actual death benefit calculated as of that date under the Qualified Plan in the absence of the limits in 4(f)(i) and (ii) and based on deferred salary and bonus as provided in 4(g).

9.     Change in Control .

(a)     Enhancements . Each Participant who becomes entitled to a Change in Control Severance Benefit shall be provided enhanced benefits as follows:

(i)    All Participants shall be fully vested in benefits under the Plan, regardless of Years of Participation.

(ii)    Tier 1 Participants shall be credited with three additional Years of Participation beyond those the Participant has actually completed.

(iii)    The make-up benefit provided for Tier 2 Participants under 4(f), 5(d), 6(d), 7(d), and 8(d) shall be calculated by subtracting the Tier 2 Participant’s Qualified Plan benefit calculated as of the applicable benefit commencement date under 7(d) from a Qualified Plan benefit that is calculated as of the same date without the limits described in 4(f)(i) and (ii), that counts deferred salary and bonus as provided in 4(g), and that is based on the Tier 2 Participant’s actual years of service credited for benefits under the Qualified Plan plus three additional years.

(b)     Change in Control Severance Benefit . “Change in Control Severance Benefit” means, for any Participant who is party to a Change in Control Severance Agreement with the Company or Parent, the severance benefit provided for in such agreement; provided, however, that such severance benefit is a “Change in Control Severance Benefit” for purposes of the Plan only if, under the terms of the Participant’s Change in Control Severance Agreement, the Participant becomes entitled to the severance benefit (i) after a change in control of Parent or the Company has occurred, (ii) because the Participant’s employment with the Company or Parent has been terminated by the Participant for good reason in accordance with the terms and conditions of the Change in Control Severance Agreement or by the Company or Parent other than for cause or disability, and (iii) because the Participant has satisfied any other conditions or requirements specified in the Change in Control Severance Agreement and necessary for the Participant to become entitled to receive the severance benefit. Under no circumstances will a Participant who is not party to a Change in Control Severance Agreement be deemed to become entitled to a Change in Control Severance Benefit for purposes of the Plan. For purposes of this Section 9(b), the terms “change in control,” “good reason,” “cause” and “disability” shall have the meanings as may be set forth in the Participant’s Change in Control Severance Agreement, if any.

(c)     Possible Benefit Recalculation . With respect to any Participant who is party to a Change in Control Severance Agreement, it may be the case that (i) the Participant’s employment with the Company or Parent is terminated prior to a “change in control” (as defined in the Participant’s Change in Control Severance Agreement), (ii) a change in control occurs after such termination, and (iii) the Participant then becomes entitled to a Change in Control Severance Benefit. If, after such termination of employment and prior to the time that the Participant becomes entitled to a Change in Control Severance Benefit, benefit payments to the Participant have started under the Plan, then, at such time thereafter as the Participant becomes entitled to a Change in Control Severance Benefit, the benefits payable to the Participant under the Plan shall be retroactively recalculated to reflect the enhancements described in Section 9(a). To the extent that the amount of the benefit payments paid to the Participant prior to such recalculation is less than the amount of such payments as so recalculated, the difference will be paid to the Participant in a cash lump sum (without interest) as soon as practicable after the change in control.

6

10.     Administration .

(a)     Committee Duties . This Plan shall be administered by the Organization and Executive Compensation Committee of the Board (the “Committee”). The Committee shall have responsibility for the general administration of the Plan and for carrying out its intent and provisions. The Committee shall interpret the Plan and have such powers and duties as may be necessary to discharge its responsibilities. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

(b)     Binding Effect of Decisions . The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

11.     Claims Procedure .

(a)     Claim . Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing as soon as practicable.

(b)     Denial of Claim . If the claim or request is denied, the written notice of denial shall state:

(i)    The reasons for denial, with specific reference to the Plan provisions on which the denial is based;

(ii)    A description of any additional material or information required and an explanation of why it is necessary; and

(iii)    An explanation of the Plan’s claim review procedure.

(c)     Review of Claim . Any person whose claim or request is denied or who has not received a response within 30 days may request review by notice given in writing to the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

(d)     Final Decision . The decision on review shall normally be made within 60 days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be 120 days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.

12.     Amendment and Termination of the Plan .

(a)     Amendment . The Board may at any time amend the Plan in whole or in part; provided, however, that no amendment shall without the consent of each affected Participant (i) decrease the Participant’s benefit accrued under 4 as of the date of amendment, or (ii) accelerate the payment of benefits under the Plan. The Board shall have the right to apply an amendment retroactively, including any amendment necessary to comply with restrictions on nonqualified deferred compensation provided by Section 409A of the Internal Revenue Code.

(b)     Partial Termination . The Board may at any time partially terminate the Plan if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Company. Upon partial termination, no further benefits shall accrue under the Plan, which shall continue for the purpose of paying benefits accrued under the Plan as of the partial termination date as they become payable.

7

(c)     Complete Termination . The Board may completely terminate the Plan, provided such termination is covered by an exception (set forth in regulations or other guidance of the Internal Revenue Service) to the prohibition on acceleration of deferred compensation. In that event, on the effective date of the complete termination, the Plan shall cease to operate and the Company shall determine the lump sum present value of each Participant’s benefit rights under the Plan as of the close of business on such effective date. The Company shall pay out such present value to the Participant in a single lump sum as soon as practicable after such effective date.

13.     Miscellaneous .

(a)     Unsecured General Creditor . Participants and their beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company, nor shall they be beneficiaries of, or have any rights, claims or interests in any mutual funds, other investment products or the proceeds therefrom owned or which may be acquired by the Company. Except as provided in (b), any and all of the Company’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future, and the rights of Participants and beneficiaries shall be no greater than those of unsecured general creditors of the Company.

(b)     Trust Fund . The Company shall be responsible for the payment of all benefits provided under the Plan. The Company shall establish one or more trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of such benefits, but the Company shall have no obligation to contribute to such trusts except as specifically provided in the applicable trust documents. Such trust or trusts shall be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company.

(c)     Non-assignability . Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be non-assignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

(d)     Not a Contract of Employment . The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company or Parent and any Participant, and the Participants (and their Beneficiaries) shall have no rights against the Company or Parent except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company or Parent or to interfere with the right of the Company or Parent to discipline or discharge the Participant at any time.

(e)     Withholding; Payroll Taxes . The Company shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law. When the value of a Participant’s benefits under the Plan becomes subject to FICA tax, as determined by applicable law, the Participant’s share of FICA shall be withheld from other non-deferred compensation payable to the Participant. Any amount not covered by such withholding shall be paid by the Participant to the Company out of other funds.

(f)     Payment to Guardian . If a benefit under the Plan is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Plan benefit to the guardian, legal representative or person responsible for the care and custody of such minor, incompetent or person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan benefit. Such distribution shall completely discharge the Committee and the Company from all liability with respect to such benefit.

8

(g)     Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the State of Oregon, except as preempted by federal law.

(h)     Validity . In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provisions had never been inserted herein.

(i)     Notice . Any notice or filing required or permitted to be given to the Company or the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Secretary of the Company. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

(j)     Successors . The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity. Parent did not acquire all or substantially all of the assets of the Company in the reorganization transaction, and therefore Parent is not a successor.

The foregoing 2018 Restatement was approved by the Board of Directors of Northwest Natural Gas Company effective as of October 1, 2018.

9

Exhibit 10.8

As amended

effective October 1, 2018