REGISTRATION RIGHTS AGREEMENT



                  This Registration Rights Agreement (this "Agreement") is made

and entered into as of September 14, 2000 by and among Northern Border Partners,

L.P., a Delaware limited partnership (the "Partnership"), Northern Border

Intermediate Limited Partnership, a Delaware limited partnership, and Banc of

America Securities LLC ("BOA"), Banc One Capital Markets, Inc. and SunTrust

Equitable Securities (the "Initial Purchasers"), who have agreed to purchase the

Partnership's 8 7/8 % Senior Notes due 2010 (the "Senior Notes") pursuant to and

subject to the terms and conditions of a certain Purchase Agreement, dated May

26, 2000 (the "Original Purchase Agreement") pursuant to which the Partnership

issued and sold an aggregate of $150,000,000 of the Senior Notes (the "Original

Senior Notes"), and pursuant to and subject to the terms of a certain Purchase

Agreement, dated September 7, 2000 (the "Purchase Agreement") pursuant to which

the Partnership issued and sold an additional $100,000,000 of the Senior Notes

(the "Additional Senior Notes"), each such Purchase Agreement being entered into

by and among the Partnership and the Initial Purchasers. For purposes of this

Agreement, the term "Senior Notes" shall refer to the Additional Senior Notes

issued pursuant to the Purchase Agreement. In order to induce the Initial

Purchasers to purchase the Senior Notes, the Partnership has agreed to provide

the registration rights set forth in this Agreement. The execution and delivery

of this Agreement is a condition to the obligation of the Initial Purchasers to

purchase the Senior Notes pursuant to the Purchase Agreement.



                  The parties hereby agree as follows:



SECTION 1. DEFINITIONS



                  As used in this Agreement, the following capitalized terms

shall have the following meanings:



                  Advice: As defined in Section 6(d) hereof.



                  Affiliate: With respect to any specified Person, "Affiliate"

shall mean any other Person directly or indirectly controlling or controlled by

or under direct or indirect common control with such specified Person. For the

purposes of this definition, "control," when used with respect to any Person,

means the power to direct the management and policies of such Person, directly

or indirectly, whether through the ownership of voting securities, by contract

or otherwise and the terms "affiliated," "controlling" and "controlled" have

meanings correlative to the foregoing. Notwithstanding the foregoing, with

respect to the Partnership "Affiliate" shall mean Northern Border Pipeline

Company, Northern Border Intermediate Limited Partnership, Northern Plains

Natural Gas Company, Pan Border Gas Company and Northwest Border Pipeline

Company.



                  Authorized Officer: Any of the Chief Executive Officer, Chief

Financial and Accounting Officer or any vice president of the Partnership,

acting singly.



<PAGE>   2



                  Broker-Dealer: Any broker or dealer registered under the

Exchange Act.



                  Broker-Dealer Transfer Restricted Securities: New Senior Notes

that are acquired by a Broker-Dealer in the Exchange Offer in exchange for

Senior Notes that such Broker-Dealer acquired for its own account as a result of

market-making activities or other trading activities (other than Senior Notes

acquired directly from the Partnership or any of its Affiliates).



                  Business Day: Any day except a Saturday, Sunday or other day

in the City of New York, or in the city of the corporate trust office of the

Trustee, on which banks are authorized to close.



                  Commission: The Securities and Exchange Commission.



                  Consummate: The Exchange Offer shall be deemed "consummated"

for purposes of this Agreement upon the occurrence of (i) the filing and

effectiveness under the Securities Act of the Exchange Offer Registration

Statement relating to the New Senior Notes to be issued in the Exchange Offer,

(ii) the maintenance of such Exchange Offer Registration Statement continuously

effective and the keeping of the Exchange Offer open for a period not less than

the minimum period required pursuant to Section 3(b) hereof, and (iii) the

delivery by the Partnership to the Trustee under the Indenture of New Senior

Notes in the same aggregate principal amount as the aggregate principal amount

of Senior Notes that were tendered by Holders thereof pursuant to the Exchange

Offer.



                  Damages Payment Date: With respect to the Transfer Restricted

Securities, each Interest Payment Date until the earlier of (i) the date on

which Liquidated Damages are no longer payable and (ii) maturity of the Notes.



                  Definitive Notes: As defined in the Indenture.



                  Effectiveness Target Date: As defined in Section 5.



                  Exchange Act: The Securities Exchange Act of 1934, as amended,

and the rules and regulations promulgated thereunder.

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