Northern Border Partners, L.P.



                                    4,455,218

                                Common Units(1)

                     Representing Limited Partner Interests



                             Underwriting Agreement





                                                              New York, New York

                                                                    May 16, 2001





Salomon Smith Barney Inc.

Banc of America Securities LLC

UBS Warburg LLC

A.G. Edwards & Sons, Inc.

Dain Rauscher Incorporated

First Union Securities, Inc.

as Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.

388 Greenwich Street

New York, New York 10013





Ladies and Gentlemen:



         Northern Border Partners, L.P., a limited partnership organized under

the laws of Delaware (the "Partnership"), proposes to sell to the several

underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the

"Representatives") are acting as representatives, 4,000,000 Common Units

("Common Units") of the Partnership, and the person named in Schedule II hereto

(the "Selling Unitholder") proposes to sell to the several Underwriters 455,218

Common Units (said units to be issued and sold by the Partnership and units to

be sold by the Selling Unitholder collectively being hereinafter called the

"Underwritten Securities"). The Selling Unitholder named in Schedule II hereto

also proposes to grant to the Underwriters an option to purchase up to 668,282

additional Common Units to cover over-allotments (the "Option Securities"; the

Option Securities, together with the Underwritten Securities, being hereinafter

called the "Securities"). To the extent there are no additional Underwriters

listed on Schedule I other than you, the term Representatives as used herein

shall mean you, as Underwriters, and the terms Representatives and Underwriters

shall mean either the singular or plural as the context requires. The use of the

neuter in this Agreement shall include the feminine and masculine wherever

appropriate. Any reference herein to the Registration Statements, a



----------



(1)  Plus an option to purchase from the Selling Unitholder up to 668,282

     additional Securities to cover over-allotments.



<PAGE>   2

Preliminary Prospectus or the Prospectus shall be deemed to refer to and include

the documents incorporated by reference therein pursuant to Item 12 of Form S-3

which were filed under the Exchange Act on or before the respective Effective

Dates of each of the Registration Statements or the issue date of such

Preliminary Prospectus or the Prospectus, as the case may be; and any reference

herein to the terms "amend", "amendment" or "supplement" with respect to any of

the Registration Statements, any Preliminary Prospectus or the Prospectus shall

be deemed to refer to and include the filing of any document under the Exchange

Act after the respective Effective Dates of each of the Registration Statements,

or the issue date of any Preliminary Prospectus or the Prospectus, as the case

may be, deemed to be incorporated therein by reference. Certain terms used

herein are defined in Section 17 hereof.



         1. Representations and Warranties.



         (i) The Partnership and Northern Border Intermediate Limited

Partnership, a Delaware limited partnership (the "Intermediate Partnership"),

jointly and severally represent and warrant to, and agree with, each Underwriter

as set forth below in this Section 1.



         (a) The Partnership has prepared and filed with the Commission three

     registration statements on Form S-3 (file numbers 333-40601, 333-72323 and

     333-72351), in each case including a related base prospectus subject to

     completion, for registration under the Act of certain securities of the

     Partnership, including the offering and sale of the Securities, each of

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