Agreement with CEO

EXHIBIT (10m.)
Northwest Natural Gas
INTEROFFICE MEMORANDUM


TO: Northwest Natural Gas Compensation Committee FROM: Robert L. Ridgley DATE: September 16, 1994 SUBJECT: Proposed Agreement as to Retirement of CEO

At your suggestion, this memorandum addresses those aspects of the executive succession planning process which will impact me personally as the Chief Executive Officer. You have suggested that I make a specific proposal concerning my plans, so that there may be an understanding between the Board of Directors and me as we proceed down the road to the selection of a new CEO.


If acceptable to the Compensation Committee and the Board of Directors, I would be delighted to look forward to the following transition:


1) During an Executive Session of the Board, the Board of Directors would elect a "Lead Director." This should be done at the earliest agreed to date. Forthwith and to that end, Cart Woodard, Chairman of the Board's Nominating Committee, has been asked to chair a selection process at the pleasure of the Board.


2) The "Lead Director" would preside over all board meetings when the Chairman is not present. At least twice per fiscal year, the "Lead Director" should chair a meeting of only the Board's "outside" directors to review the company's affairs and any other subject the outside directors deem necessary. No "inside director" nor corporate employee should be present at these meetings.


3) In addition to his or her formal duties, the Lead Director will provide a constructive conduit for individual directors to express views or requests for informal discussion between the Lead Director and CEO.
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