REGISTRATION RIGHTS AGREEMENT



                                   dated as of



                                  March 4, 2003



                                      among



                         NORTHWEST PIPELINE CORPORATION



                                       and



                              LEHMAN BROTHERS INC.



       on behalf of itself and the Initial Purchasers listed on Schedule I







                          REGISTRATION RIGHTS AGREEMENT



         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and

entered into as of March 4, 2003, by and among Northwest Pipeline Corporation

(the "COMPANY"), a corporation duly organized and existing under the laws of the

State of Delaware, and Lehman Brothers Inc., acting on behalf of itself and the

several initial purchasers listed on Schedule I hereto, (the "INITIAL

PURCHASERS").



         This Agreement is made pursuant to the Purchase Agreement dated as of

February 27, 2003, by and among the Company and the Initial Purchasers (the

"PURCHASE AGREEMENT"), which provides for the sale by the Company to the Initial

Purchasers of $175,000,000 principal amount of its 81/8% Senior Notes due 2010

(the "SECURITIES"). The Notes are to be issued pursuant to the provisions of an

Indenture dated as of March 4, 2003 (as amended, supplemented or otherwise

modified from time to time, the "INDENTURE") by and among the Company and

JPMorgan Chase Bank, as trustee (the "TRUSTEE").



         In order to induce the Initial Purchasers to enter into the Purchase

Agreement, the Company has agreed to provide to each Initial Purchaser and its

direct and indirect transferees the registration rights with respect to the

Securities set forth in this Agreement. The execution of this Agreement is a

condition to the closing under the Purchase Agreement.



         In consideration of the foregoing, the parties hereto agree as follows:



         1.    Definitions.



         As used in this Agreement, the following capitalized defined terms

shall have the following meanings:



         "1933 ACT" shall mean the Securities Act of 1933, as amended from time

to time.



         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended

from time to time.



         "AGREEMENT" shall have the meaning set forth in the preamble.



         "BUSINESS DAY" shall have the meaning set forth in Rule 13e-4(a)(3)

under the 1934 Act.



                                       2







         "CLOSING DATE" shall mean the Closing Date as defined in the Purchase

Agreement.



         "COMPANY" shall have the meaning set forth in the preamble and shall

also include the Company's successors.



         "EXCHANGE DATES" shall have the meaning set forth in Section 2(a)(ii).



         "EXCHANGE OFFER" shall mean the exchange offer by the Company of

Exchange Securities for all Securities that are Transfer Restricted Securities

pursuant to Section 2(a) hereof.



         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933

Act effected pursuant to Section 2(a) hereof.



         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a registration

statement on Form S-4 (or, if applicable, on another appropriate form) relating

to an offering of Exchange Securities pursuant to an Exchange Offer and all

amendments and supplements to such registration statement, in each case

including the Prospectus contained therein, all exhibits thereto and all

material incorporated by reference therein.



         "EXCHANGE SECURITIES" shall mean any securities issued by the Company

to be offered to Holders in exchange for Securities (pursuant to the Exchange

Offer or otherwise) pursuant to an Exchange Offer Registration Statement

containing terms identical to the Securities for which they are exchanged except

that (i) interest thereon shall accrue from the last date on which interest was

paid on the Securities or, if no such interest has been paid, from the date of

issuance of the Securities and (ii) the Exchange Securities will not contain the

legend appearing on the face of the Securities in the form recited in the

Indenture and will not contain terms with respect to transfer restrictions.



         "HOLDER" shall mean each Initial Purchaser, for so long as it owns any

Transfer Restricted Securities, and each of its successors, assigns and direct

and indirect transferees who become registered owners of Transfer Restricted

Securities under the Indenture; provided that for purposes of Sections 4 and 5

of this Agreement, the term "Holder" shall include Participating Broker-Dealers

(as defined in Section 4(a)).



         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).



         "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).



         "INDENTURE" shall have the meaning set forth in the preamble.



                                       3







         "INITIAL PURCHASERS" shall have the meaning set forth in the preamble.



         "LIQUIDATED DAMAGES" shall have the meaning set forth in Section 2(e).



         "MAJORITY HOLDERS" shall mean the Holders of a majority of the

aggregate principal amount of outstanding Transfer Restricted Securities;

provided that, for purposes of Section 6(b), whenever the consent or approval of

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