UNDERWRITING AGREEMENT NORTHWEST NATURAL GAS COMPANY Common Stock Price to the Company: $29.99 per ShareUnderwriting Agreement • April 2nd, 2004 • Northwest Natural Gas Co • Natural gas distribution • New York
Northwest Natural Gas Company, an Oregon corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you the aggregate number of shares of its Common Stock (the “Common Stock”), and the common share purchase rights appurtenant thereto (the “Rights” and, together with the Common Stock, the “Shares”) set forth opposite your respective names in Schedule I hereto (such aggregate number of Shares being referred to herein as the “Firm Shares”), at the price to the Company set forth above (the “Price”). In addition, for the sole purpose of covering over-allotments in connection with the sale of such securities, the Company proposes to grant to you an option (the “Option”) to purchase from the Company, in the same proportions as set forth in Schedule I hereto, not more than an additional 90,000 Shares (the Shares purchased by you upon exercise of the Option are referred to herein as the “Option Shares”) exercisable within the period of 30 days
