COMMON UNITS

                     REPRESENTING LIMITED PARTNER INTERESTS



                         NORTHERN BORDER PARTNERS, L.P.



                             UNDERWRITING AGREEMENT



                                                                November 1, 2000



PAINEWEBBER INCORPORATED

SALOMON SMITH BARNEY INC.

LEHMAN BROTHERS INC.

c/o PaineWebber Incorporated

1285 Avenue of the Americas

New York, New York 10019



Ladies and Gentlemen:



         Northern Border Partners, L.P., a Delaware limited partnership (the

"Partnership") proposes to sell common units representing limited partner

interests in the Partnership (the "Common Units") in an aggregate amount of

1,875,000 Common Units (the "Firm Units") to PaineWebber Incorporated, Salomon

Smith Barney Inc. and Lehman Brothers Inc. (collectively, the "Underwriters").

Each Underwriter shall purchase that number of Firm Units set forth opposite its

name in Schedule I. The Partnership has also agreed to grant to the Underwriters

an option ("Option") to purchase up to an additional 281,250 Common Units (the

"Option Units") on the terms and for the purposes set forth in Section 1(b). The

Firm Units and the Option Units are hereinafter referred to as the "Units."



         The public offering price per Common Unit for the Units and the

purchase price per Common Unit for the Units to be paid by the Underwriters

shall be agreed upon by the Partnership and the Underwriters, and such agreement

shall be set forth in a separate written instrument substantially in the form of

Exhibit A hereto (the "Price Determination Agreement"). The Price Determination

Agreement may take the form of an exchange of any standard form of written

telecommunication among the Partnership and the Underwriters and shall specify

such applicable information as is indicated in Exhibit A hereto. The offering of

the Units will be governed by this Agreement, as supplemented by the Price

Determination Agreement. From and after the date of the execution and delivery

of the Price Determination Agreement, this Agreement shall be deemed to

incorporate, and, unless the context otherwise indicates, all references

contained herein to "this Agreement" and to the phrase "herein" shall be deemed

to include the Price Determination Agreement.



         Each of the Partnership and Northern Border Intermediate Limited

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

confirms as follows its agreements with the Underwriters.

<PAGE>   2



         1.       Agreement to Sell and Purchase.



                  (a) On the basis of the representations, warranties and

         agreements of the Partnership and the Intermediate Partnership herein

         contained and subject to all the terms and conditions of this

         Agreement, the Partnership agrees to sell to the several Underwriters,

         and each of the Underwriters, severally and not jointly, agrees to

         purchase from the Partnership at the purchase price per Common Unit for

         the Units to be agreed upon by the Underwriters and the Partnership in

         accordance with Section 1(b) or 1(c) hereof and set forth in the Price

         Determination Agreement, the number of Firm Units set forth opposite

         the name of such Underwriter in Schedule I, plus such additional number

         of Firm Units which such Underwriter may become obligated to purchase

         pursuant to Section 9 hereof. Schedule I may be attached to the Price

         Determination Agreement.



                  (b) Subject to all the terms and conditions of this Agreement,

         the Partnership grants the Option to the several Underwriters to

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