Execution Copy


                             FISCAL AGENCY AGREEMENT


                                     Between


                          NORTHERN NATURAL GAS COMPANY,
                                    as Issuer


                                       and


                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                 as Fiscal Agent


                                   ----------


                          Dated as of October 15, 2002


                                   ----------


                          5.375% Senior Notes due 2012







                                TABLE OF CONTENTS

                                                                          Page

1.       The Securities......................................................1
         (a)      General....................................................1
         (b)      Form of Securities; Denominations of Securities............1
         (c)      Temporary Securities.......................................4
         (d)      Legends....................................................4
         (e)      Book-Entry Provisions......................................5

2.       Fiscal Agent; Other Agents..........................................6

3.       Authentication......................................................6

4.       Payment and Cancellation............................................7
         (a)      Payment....................................................7
         (b)      Cancellation...............................................8

5.       Transfer and Exchange of Securities.................................8
         (a)      Transfers of Global Securities as Such.....................8
         (b)      Exchanges of Global Securities for Definitive Securities...8
         (c)      Beneficial Interests.......................................9
         (d)      Special Provisions Regarding Transfer of Beneficial
                  Interests in a Regulation S Global Security................9
         (e)      Special Provisions Regarding Transfer of Beneficial
                  Interests in a Rule 144A Global Security..................11
          (f)      Special Provisions Regarding Transfer of Restricted
                   Definitive Securities.....................................13

6.       Mutilated, Destroyed, Stolen or Lost Securities....................15

7.       Register; Record Date for Certain Actions..........................15

8.       Delivery of Certain Information....................................17
         (a)      Non-Reporting Issuer......................................17
         (b)      Information After Two Years...............................17
         (c)      Periodic Reports..........................................17

9.       Conditions of Fiscal Agent's Obligations...........................18
         (a)      Compensation and Indemnity................................18
         (b)      Agency....................................................18
         (c)      Advice of Counsel.........................................19
         (d)      Reliance..................................................19
         (e)      Interest in Securities, etc...............................19
         (f)      Certifications............................................19
         (g)      No Implied Obligations....................................20
         (h)      No Liability..............................................20
         (i)      No Inquiry................................................20
         (j)      Agents....................................................20
         (k)      Directors, Officers.......................................20

10.      Resignation and Appointment of Successor...........................20
         (a)      Fiscal Agent and Paying Agent.............................20
         (b)      Resignation...............................................20
         (c)      Successors................................................21
         (d)      Acknowledgment............................................21
         (e)      Merger, Consolidation, etc................................22

11.      Payment of Taxes...................................................22

12.      Amendments.........................................................22
         (a)      Approval..................................................22
         (b)      Binding Nature of Amendments, Notice, Notations, etc......23
         (c)      "Outstanding" Defined.....................................23

13.      GOVERNING LAW......................................................24


                                       i



14.      Notices............................................................24

15.      Defeasance (Legal and Covenant)....................................24
         (a)      Issuer's Option to Effect Defeasance or Covenant
                  Defeasance................................................24
         (b)      Defeasance and Discharge..................................24
         (c)      Covenant Defeasance.......................................25
         (d)      Conditions to Defeasance and Covenant Defeasance..........25
         (e)      Deposit in Trust; Miscellaneous...........................27
         (f)      Reinstatement.............................................27

16.      Headings...........................................................27

17.      Counterparts.......................................................28

18.      Successors and Assigns.............................................28

19.      Separability Clause................................................28



                                       ii






     FISCAL AGENCY AGREEMENT (this "Agreement"), dated as of October 15, 2002,
between NORTHERN NATURAL GAS COMPANY, a corporation duly organized under the
laws of the State of Delaware (the "Issuer"), and J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association, as Fiscal Agent (as
defined in Section 2 hereof).

                             RECITALS OF THE ISSUER

     The Issuer has duly authorized the creation of an issue of its 5.375%
Senior Notes due October 31, 2012 (the "Securities") of substantially the tenor
and amount hereinafter set forth, and to provide therefor the Issuer has duly
authorized the execution and delivery of this Agreement.

     All things necessary to make the Securities, when executed by the Issuer
and authenticated and delivered hereunder and duly issued by the Issuer, the
valid obligations of the Issuer, and to make this Agreement a valid agreement of
the Issuer, in accordance with their and its terms, have been done.

1. The Securities.

     (a) General. The aggregate principal amount of Securities which may be
authenticated and delivered under this Agreement is limited to $300,000,000
except for Securities authenticated and delivered upon registration of transfer,
or in exchange for, or in lieu of other Securities pursuant to the provisions of
this Agreement or the Securities.

     The Securities shall be known and designated as the "5.375% Senior Notes
due 2012" of the Issuer. The Securities will be unsecured, direct, unconditional
and general obligations of the Issuer and will rank pari passu with all other
unsecured and unsubordinated indebtedness of the Issuer.

     (b) Form of Securities; Denominations of Securities. The Securities will be
issued in registered form without coupons in substantially the form, and
including the terms, provided for herein and on Exhibit A. The Securities shall
be executed manually or in facsimile on behalf of the Issuer by its Chairman of
the Board, President or a Vice President and by its Secretary or an Assistant
Secretary (the "Authorized Officers"), notwithstanding that such officers, or
any one of them, shall have ceased, for any reason, to hold such offices prior
to the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities. The Securities may also have such
additional provisions, omissions, variations or substitutions as are not
inconsistent with the provisions of this Agreement and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with any law or with any rules made
pursuant thereto or with the rules of any securities exchange or governmental
agency or as may, consistently herewith, be determined by the Authorized
Officers of the Issuer executing such Securities, as conclusively evidenced by
their execution of such Securities. All of the Securities shall be otherwise
substantially identical except as to denominations of Securities and as provided
herein.

     (i) Except as otherwise set forth in this Agreement, the Securities offered
and sold in their initial resale distribution to a qualified institutional buyer
(as defined in Rule 144A ("Rule 144A") under the United States Securities Act of
1933, as amended (the "Act"), each a "QIB") in reliance on Rule 144A ("Rule 144A
Securities") shall initially be issued in the form of one or more Global
Securities (as defined in Section 1(e) hereof) in definitive, fully registered
form, substantially in the form set forth on Exhibit A, with such applicable
legends as are provided for herein and on Exhibit A, and in minimum
denominations of $100,000 and in integral multiples of $1,000 in excess of
$100,000. Such Global Securities shall be duly executed by the Issuer and
authenticated by the Fiscal Agent as hereinafter provided, and deposited with
the U.S. Depository (as defined in Section 1(e) hereof). Until such time as the
Holding Period (as defined below) shall have terminated, each such Security
shall be referred to as a "Rule 144A Global Security." The aggregate principal
amount of any Rule 144A Global Security may be adjusted by endorsements to
Schedule A on the reverse thereof in any situation where adjustment is permitted
or required by this Agreement or provided for on Exhibit A. Unless the Issuer
determines otherwise in accordance with applicable law, the legend setting forth
transfer restrictions shall be removed or deemed removed from a Rule 144A
Security in accordance with the procedures set forth in Section 1(d) after such
time as the applicable Holding Period shall have terminated, and each such
Security shall thereafter be held as an unrestricted Security. As used herein,
the term "Holding Period," with respect to Rule 144A Securities, means the
period referred to in Rule 144(k) under the Act or any successor provision
thereto ("Rule 144(k)") and as may be amended or revised from time to time,
beginning from the later of (i) the original issue date of such Securities or
(ii) the last date on which the Issuer or any affiliate of the Issuer was the
beneficial owner of such Securities (or any predecessor thereof).

                                       1



     (ii) Except as otherwise set forth in this Agreement, Securities offered
and sold in reliance on Regulation S under the Act ("Regulation S") will be
issued initially in the form of one or more temporary Global Securities in the
form provided for herein and on Exhibit A, with such applicable legends as are
provided for herein and on Exhibit A, and in minimum denominations of $100,000
and in integral multiples of $1,000 in excess of $100,000 equal to the
outstanding principal amount of the Securities initially sold in reliance on
Rule 903 of Regulation S under the Act (the "Regulation S Temporary Global
Securities"). The Regulation S Temporary Global Securities, which will be
deposited on behalf of the purchasers of the Securities represented thereby with
the Fiscal Agent, as custodian for the U.S. Depository, and registered in the
name of the U.S. Depository or the nominee of the U.S. Depository for the
accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear"), or Clearstream Banking, S.A.
("Clearstream"), shall be duly executed by the Issuer and authenticated by the
Fiscal Agent as hereinafter provided. Following the termination of the
Restricted Period (as defined below) and upon the receipt by the Fiscal Agent
of:

     a. a written certificate from the U.S. Depository, together with copies of
certificates from Euroclear and Clearstream, certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Securities (except to the
extent of any beneficial owners thereof who acquired an interest therein during
the Restricted Period pursuant to another exemption from registration under the
Act and who will take delivery of a beneficial ownership interest in a Rule 144A
Global Security or a Restricted Definitive Security (as defined below), all as
contemplated by Section 5(d) hereof); and

     b. a certificate signed by the Authorized Officers ("Officers'
Certificate"),

         beneficial interests in the Regulation S Temporary Global Securities
         will be exchanged for beneficial interests in a permanent global
         Security in the form provided for herein and on Exhibit A, issued in a
         denomination equal to the outstanding principal amount of the
         Regulation S Temporary Global Securities (the "Regulation S Permanent
         Global Securities") pursuant to the rules and regulations of the U.S.
         Depository, Euroclear or Clearstream, as applicable, in each case
         pertaining to beneficial interests in Global Securities ("Applicable
         Procedures"). Simultaneously with the authentication of the Regulation
         S Permanent Global Securities, the Fiscal Agent will cancel the
         Regulation S Temporary Global Securities. As used herein, "Regulation S
         Global Securities" means the Regulation S Temporary Global Securities
         or the Regulation S Permanent Global Securities, as applicable.

                           The aggregate principal amount of the Regulation S
         Temporary Global Securities and the Regulation S Permanent Global
         Securities may be adjusted by endorsements to Schedule A on the reverse
         thereof in any situation where adjustment is permitted or required by
         this Agreement. As used herein, the term "Restricted Period," with
         respect to Regulation S Securities, means the period of 40 consecutive
         days beginning on and including the later of (i) the date on which
         interests in such Securities are offered to Persons (as defined below)
         other than distributors (as defined in Regulation S) and (ii) the
         original issue date of such Securities. Except as otherwise provided in
         this Agreement, no Regulation S Global Security shall be issued except
         as provided in this paragraph to evidence Securities offered and sold
         in reliance on Regulation S. Unless the Issuer determines otherwise in
         accordance with applicable law, the legend setting forth transfer
         restrictions shall be removed or deemed removed from a Regulation S
         Security in accordance with the procedures set forth in Section 1(d)
         hereof, and each such Security shall thereafter be held as an
         unrestricted Security. As used herein, "Person" means any individual,
         corporation, limited liability company, partnership, joint venture,
         association, joint-stock company, trust, unincorporated organization or
         government or any agency or political subdivision thereof.

                                       2


                           The provisions of the "Operating Procedures of the
         Euroclear System" and "Terms and Conditions Governing Use of Euroclear"
         and the "General Terms and Conditions of Clearstream Banking" and
         "Customer Handbook" of Clearstream will be applicable to transfers of
         beneficial interests in the Regulation S Temporary Global Securities
         and the Regulation S Permanent Global Securities that are held by Agent
         Members (as defined in Section 1(e)) through Euroclear or Clearstream.

     (iii) Except as otherwise provided in this Agreement, Securities offered
and sold in their initial resale distribution to purchasers who are
institutional "accredited investors" as described in Rule 501(a)(1), (2), (3) or
(7) under the Act and who are not QIBs shall be issued in the form of fully
registered, definitive, physical certificates, substantially in the form set
forth herein and on Exhibit A, with such applicable legends as are provided for
on Exhibit A, and in minimum denominations of $250,000 and in integral multiples
of $1,000 in excess of $250,000 (such securities are herein referred to as
"Restricted Definitive Securities"). Unless the Issuer determines otherwise in
accordance with applicable law, the legend setting forth transfer restrictions
shall be removed or deemed removed from a Restricted Definitive Security in
accordance with the procedures set forth in Section 1(d) after such time as the
applicable Holding Period shall have terminated, and each such Security shall
thereafter be held as an unrestricted Security. As used herein, the term
"Holding Period," with respect to Restricted Definitive Securities, means the
period referred to in Rule 144(k) or any successor provision thereto and as may
be amended or revised from time to time, beginning from the later of (i) the
original issue date of such Securities or (ii) the last date on which the Issuer
or any affiliate of the Issuer was the beneficial owner of such Securities (or
any predecessor thereof).

     (c) Temporary Securities. Until definitive Securities are prepared, the
Issuer may execute, and there shall be authenticated and delivered in accordance
with the provisions of Section 3 hereof (in lieu of definitive printed
Securities), temporary Securities. Such temporary Securities may be in
registered global form. Such temporary Securities shall be subject to the same
limitations and conditions and entitled to the same rights and benefits as
definitive Securities, except as provided herein or therein. Temporary
Securities shall be exchangeable for definitive Securities, when such definitive
Securities are available for delivery; and upon the surrender for exchange of
such temporary Securities, the Issuer shall execute and there shall be
authenticated and delivered, in accordance with the provisions of Sections 6 and
7 hereof, in exchange for such temporary Securities, a like aggregate principal
amount of definitive Securities of like tenor. The Issuer shall pay all charges,
including (without limitation) stamp and other taxes and governmental charges,
incident to any exchange of temporary Securities for definitive Securities. All
temporary Securities shall be identified as such and shall describe the right of
the holder thereof to effect an exchange for definitive Securities and the
manner in which such an exchange may be effected.

     (d) Legends. Securities shall be stamped or otherwise be imprinted with the
legends set forth on the face of the text of the Securities attached as Exhibit
A, including any legend provided for pursuant to Section 1(e) hereof. The
legends so provided on the face of the text of the Securities may be removed
from any Security, upon written order signed in the name of the Issuer by the
Authorized Officers and delivered to the Fiscal Agent ("Order"), (i) two years
from the later of issuance of the Security or the date such Security (or any
predecessor) was last acquired from an "affiliate" of the Issuer within the
meaning of Rule 144 ("Rule 144") under the Act or (ii) in connection with a sale
made pursuant to the volume (and other restrictions) of Rule 144 following one
year from such time, provided that, if the legend is removed and the Security is
subsequently held by such an affiliate of the Issuer, the legend shall be
reinstated. Any legends provided pursuant to Section 1(e) hereof may be removed
in the event the applicable Global Securities cease to be Global Securities in
accordance with Section 5 hereof.

     (e) Book-Entry Provisions. The Securities may be issued initially in the
form of one or more registered global Securities ("Global Securities") deposited
with or on behalf of a depository located in the United States, which initially
shall be The Depository Trust Company together with its nominee Cede & Co. (the
"U.S. Depository"), that (i) shall be registered in the name of the U.S.
Depository for such Global Security or Securities or the nominee of such U.S.
Depository, (ii) shall be delivered by the Fiscal Agent to such U.S. Depository
or pursuant to such U.S. Depository's instruction and (iii) shall bear a legend
substantially similar to the following:

                                       3


"THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE U.S.
DEPOSITORY OR A NOMINEE OF THE U.S. DEPOSITORY. THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE U.S. DEPOSITORY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY
AGREEMENT, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE U.S. DEPOSITORY TO A NOMINEE OF THE U.S. DEPOSITORY
OR BY A NOMINEE OF THE U.S. DEPOSITORY TO THE U.S. DEPOSITORY OR ANOTHER NOMINEE
OF THE U.S. DEPOSITORY OR BY THE U.S. DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR U.S. DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR U.S. DEPOSITORY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
U.S. DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE IS ISSUED IN THE NAME OR NAMES AS
DIRECTED IN WRITING BY THE U.S. DEPOSITORY, ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE
REGISTERED HOLDER HEREOF, THE U.S. DEPOSITORY, HAS AN INTEREST HEREIN."

     Members of, or direct of indirect participants in, the U.S. Depository
("Agent Members") shall have no rights under this Agreement with respect to any
Global Security held on their behalf by the U.S. Depository or under the Global
Security, and such U.S. Depository may be treated by the Issuer, the Fiscal
Agent, and any agent of the Issuer or the Fiscal Agent as the owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuer, the Fiscal Agent, or any agent of the
Issuer or the Fiscal Agent from giving effect to any written certification,
proxy or other authorization furnished by the U.S. Depository or impair, as
between the U.S. Depository and its Agent Members, the operation of customary
practices governing the exercise of the rights of a holder of any Security.

     So long as the U.S. Depository or its nominee is the registered holder of
the Securities, the U.S. Depository or such nominee will for all purposes of the
Securities and this Agreement be considered the sole owner or holder of such
Securities. Until such time as definitive Securities may be issued, beneficial
owners of Securities will not be entitled to have Securities registered in their
names, will not receive or be entitled to receive physical delivery of
Securities in definitive form, and will not be considered the owners or holders
thereof under this Agreement for any purpose.

     The Issuer initially appoints the Fiscal Agent to serve as custodian for
the Global Securities.

     This Section 1(e) shall apply only to Global Securities deposited with or
on behalf of the U.S. Depository.

2. Fiscal Agent; Other Agents. The Issuer hereby appoints J.P. Morgan Trust
Company, National Association, acting through its corporate trust office in San
Francisco, California (the "Corporate Trust Office"), as fiscal agent of the
Issuer in respect of the Securities, upon the terms and subject to the
conditions herein set forth, and J.P. Morgan Trust Company, National Association
hereby accepts such appointment. J.P. Morgan Trust Company, National Association
and any successor or successors as such fiscal agent qualified and appointed in
accordance with Section 10 hereof, are herein called the "Fiscal Agent." The
Fiscal Agent shall have the powers and authority granted to and conferred upon
it in the Securities and hereby and such further powers and authority to act on
behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal
Agent. All of the terms and provisions with respect to such powers and authority
contained in the Securities are subject to and governed by the terms and
provisions hereof.

                                       4


     The Issuer may appoint one or more agents (a "Paying Agent" or "Paying
Agents") for the payment (subject to applicable laws and regulations) of the
principal of and interest on the Securities, and one or more agents (a "Transfer
Agent" or "Transfer Agents") for the transfer and exchange of securities, at
such place or places as the Issuer may determine; provided, however, the Issuer
shall at all times maintain a Paying Agent or agent thereof and Transfer Agent
or agent thereof in the Borough of Manhattan, The City of New York (which Paying
Agent and Transfer Agent may be the Fiscal Agent or any of its affiliates). The
Issuer initially appoints the Fiscal Agent, acting through its offices in the
Borough of Manhattan, The City of New York, as Paying Agent and Transfer Agent.
The Issuer shall promptly notify the Fiscal Agent of the name and address of
each Paying Agent and Transfer Agent appointed, and will notify the Fiscal Agent
of the resignation or termination of any Paying Agent or Transfer Agent. Subject
to the provisions of Section 10(c) hereof, the Issuer may vary or terminate the
appointment of any such Paying Agent or Transfer Agent at any time and from time
to time upon giving not less than 90 days' notice to such Paying Agent or
Transfer Agent, as the case may be, and to the Fiscal Agent.

     The Issuer shall cause notice of any resignation, termination or
appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of
any change in the office through which any such Agent will act to be given to
registered holders of the Securities.

3. Authentication. The Fiscal Agent is authorized, upon receipt of Securities
duly executed on behalf of the Issuer for the purposes of the original issuance
of the Securities, (i) to authenticate said Securities in an aggregate principal
amount not in excess of $300,000,000 and to deliver said Securities in
accordance with an Order or Orders and (ii) thereafter to authenticate and
deliver said Securities in accordance with the provisions hereinafter set forth.

     The Fiscal Agent may, with the consent of the Issuer, appoint by an
instrument or instruments in writing one or more agents (which may include
itself) for the authentication of Securities and, with such consent, vary or
terminate any such appointment upon written notice and approve any change in the
office through which any authenticating agent acts. The Issuer (by written
notice to the Fiscal Agent and the authenticating agent whose appointment is to
be terminated) may also terminate any such appointment at any time. The Fiscal
Agent hereby agrees to solicit written acceptances from the entities concerned
(in form and substance satisfactory to the Issuer) of such appointments. In its
acceptance of such appointment, each such authenticating agent shall agree to
act as an authenticating agent pursuant to the terms and conditions of this
Agreement.

4. Payment and Cancellation.

(a) Payment. Subject to the following provisions, the Issuer shall provide to
the Fiscal Agent in funds available on or prior to each date on which a payment
of principal of or any interest on the Securities shall become due, as set forth
in the text of the Securities, such amount, in such coin or currency, as is
necessary to make such payment, and the Issuer hereby authorizes and directs the
Fiscal Agent from funds so provided to it to make or cause to be made payment of
the principal of and interest on, as the case may be, the Securities set forth
herein and in the text of the Securities. The Fiscal Agent shall arrange
directly with any Paying Agent who may have been appointed pursuant to the
provisions of Section 2 hereof for the payment from funds so paid by the Issuer
of the principal of and interest on the Securities as set forth herein and in
the text of the Securities. Notwithstanding the foregoing, the Issuer may
provide directly to a Paying Agent funds for the payment of the principal
thereof and premium and interest, if any, payable thereon under an agreement
with respect to such funds containing substantially the same terms and
conditions set forth in this Section 4(a) and in Section 9(b) hereof; and the
Fiscal Agent shall have no responsibility with respect to any funds so provided
by the Issuer to any such Paying Agent.

                                       5

     Any interest on the Securities shall be paid, unless otherwise provided in
the text of the Securities, to the Persons in whose names such Securities are
registered on the register maintained pursuant to Section 7 hereof at the close
of business on the record dates designated in the text of the Securities (the
"registered holders"). Payments of principal of Securities shall be payable
against surrender thereof at the corporate trust office or office of an agent of
the Fiscal Agent and at the offices of such other Paying Agents as shall have
been appointed pursuant to Section 2 hereof. Payments of principal shall be made
against surrender of Securities, and payments of interest on Securities shall be
made, in accordance with the foregoing and subject to applicable laws and
regulations, by check mailed on or before the due date for such payment to the
Person entitled thereto at such Person's address appearing on the register of
the Securities maintained pursuant to Section 7 hereof, or, in the case of
payments of principal, to such other address as the registered holder shall
provide in writing at the time of such surrender; provided, however, that such
payments may be made, in the case of a registered holder of greater than
$1,000,000 aggregate principal amount of Securities, by transfer to an account
maintained by the payee with a bank if such registered holder so elects by
giving notice to the Fiscal Agent, not less than 15 days (or such fewer days as
the Fiscal Agent may accept at its discretion) prior to the date of the payments
to be obtained, of such election and of the account to which payment is to be
made.

(b) Cancellation. All Securities delivered to the Fiscal Agent (or any other
Agent appointed pursuant to Section 2 hereof) for payment, registration of
transfer or exchange as herein or in the Securities provided shall be forwarded
to the Fiscal Agent by the Agent to which they are delivered. All such
Securities shall be canceled and destroyed by the Fiscal Agent or such other
Person as may be jointly designated by the Issuer and the Fiscal Agent, which
shall thereupon furnish certificates of such destruction to the Issuer upon the
Issuer's request.

5. Transfer and Exchange of Securities.

(a) Transfers of Global Securities as Such. Except as otherwise expressly set
forth in this Agreement or any amendment hereto, a Global Security representing
all or a portion of the Securities of a series may not be transferred in global
form, except as a whole (i) by the U.S. Depository for such series to a nominee
of such U.S. Depository, (ii) by a nominee of such U.S. Depository to such U.S.
Depository or another nominee of such U.S. Depository or (iii) by such U.S.
Depository or any such nominee to a successor U.S. Depository for such series or
a nominee of such successor U.S. Depository.

(b) Exchanges of Global Securities for Definitive Securities. A Global Security
shall be exchangeable, in whole but not in part, for definitive Securities if
(a) the U.S. Depository notifies the Issuer that it is unwilling or unable to
continue to hold book-entry interests in such Global Security or the U.S.
Depository at any time ceases to be a "clearing agency" registered as such under
the Exchange Act, and, in either case, a successor is not appointed by the
Issuer within 120 days, (b) while a Global Security is a restricted Security the
book-entry interests in such Global Security cease to be eligible for the U.S.
Depository's services because the Securities are neither (i) rated in one of the
top four categories by a nationally recognized statistical rating organization
nor (ii) included within a Self-Regulatory Organization system approved by the
Securities and Exchange Commission (the "Commission") for the reporting of
quotation and trade information of securities eligible for transfer pursuant to
Rule 144A, such as the PORTAL system, (c) the U.S. Depository for Securities
notifies the Issuer that it is unwilling or unable to continue as U.S.
Depository with respect to such Global Security and no successor is appointed
within 120 days or (d) the Issuer in its sole discretion executes and delivers
to the Fiscal Agent an Officers' Certificate providing that such Global Security
shall be so exchangeable; provided, however, that in no event shall the
Regulation S Temporary Global Securities be exchanged by the Issuer for
definitive Securities prior to (x) the expiration of the Restricted Period and
(y) the receipt by the Transfer Agent of any certificates required pursuant to
Rule 903(b)(3)(ii)(B) under the Act. Securities so issued in exchange for any
such Global Security shall be of the same series, having the same interest rate,
if any, and maturity and having the same terms as such Global Security, in
authorized denominations and in the aggregate having the same principal amount
as such Global Security and registered in such names as the U.S. Depository for
such Global Security shall direct. Upon such exchange, the surrendered Global
Security shall be cancelled by the Fiscal Agent.

     A Global Security shall be exchangeable, in whole or in part, for
definitive registered Securities if there shall have occurred and be continuing
an event of default (as set forth in paragraph 7 of the Securities) and the
registered holder, in such circumstances, shall have requested in writing that
all or a part of the Global Security be exchanged for one or more definitive
Securities (an "Optional Definitive Security Request"), provided, however, that
in no event shall the Regulation S Temporary Global Securities be exchanged by
the Issuer for definitive registered Securities prior to (x) the expiration of
the Restricted Period and (y) the receipt by the Transfer Agent of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon any
such surrender, (i) the Issuer shall execute and the Fiscal Agent shall
authenticate and deliver without charge to each Person specified by the U.S.
Depository, in exchange for such Person's beneficial interest in the Global
Security, a new Security or Securities in definitive registered form having the
same interest rate, if any, and maturity and having the same terms as such
Global Security, in any authorized denomination requested by such Person and in
an aggregate principal amount equal to such Person's beneficial interest in the
Global Security, and (ii) if the Global Security is being exchanged (x) as a
whole, then the surrendered Global Security shall be cancelled by the Fiscal
Agent, or (y) in part, then the principal amount of the surrendered Global
Security shall be reduced by an endorsement on Schedule A thereto in the
appropriate amount.

                                       6


     Unless otherwise provided by the Issuer, definitive Securities issued in
exchange for a Global Security pursuant to this Section 5(b) shall be issued
only in registered form and shall be registered in such names and in such
authorized denominations as the U.S. Depository for such Global Security,
pursuant to instructions of its Agent Members or otherwise, shall instruct the
Fiscal Agent. The Fiscal Agent shall deliver such Securities to the Persons in
whose names such Securities are so registered.

(c) Beneficial Interests.

     Subject to the provisions herein, beneficial interests in a Global Security
may be transferred in any manner consistent with the Applicable Procedures.

(d) Special Provisions Regarding Transfer of Beneficial Interests in a
Regulation S Global Security. The transfer of beneficial interests in a
Regulation S Global Security shall be effected in a manner not inconsistent with
the following provisions:

     (i) Transfer Through a Rule 144A Global Security. If the holder of a
beneficial interest in a Regulation S Global Security wishes at any time to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a beneficial interest in a Rule 144A Global Security, such transfer may
be effected, subject to the Applicable Procedures, only in accordance with this
Section 5(d)(i), provided, however, that prior to the expiration of the
Restricted Period, transfers of beneficial interests in the Regulation S
Temporary Global Securities may not be made to a U.S. person (as defined under
Regulation S) or for the account or benefit of a U.S. person (other than an
initial purchaser). Upon receipt by the U.S. Depository of the instructions,
order and certificate set forth below, the U.S. Depository shall promptly
forward the same to the Transfer Agent at the Corporate Trust Office. Upon
receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust
Office of (1) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the U.S. Depository to cause to be
credited to a specified Agent Member's account a beneficial interest in the Rule
144A Global Security equal to that of the beneficial interest in the Regulation
S Global Security to be so transferred, (2) a written order given in accordance
with the Applicable Procedures containing information regarding the account of
the Agent Member to be credited with, and the account of the Agent Member held
for Euroclear or Clearstream to be debited for, such beneficial interest, and
(3) a certificate substantially in the form set forth in or contemplated by
Exhibit B given by the transferor --------- of such beneficial interest, the
Transfer Agent, shall (A) reduce the principal amount of the Regulation S Global
Security, and increase the principal amount of the Rule 144A Global Security, in
each case by an amount equal to the principal amount of the beneficial interest
in the Regulation S Global Security to be so transferred, as evidenced by
appropriate endorsements on Schedule A of the respective Global Securities, and
(B) instruct the U.S. Depository, (x) to make corresponding reductions and
increases in the amounts represented by the respective Global Securities and (y)
to cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security having a
principal amount equal to the amount by which the principal amount of the
Regulation S Global Security was reduced upon such transfer.

                                       7


                           Delivery of a beneficial interest in the Regulation S
         Global Security may not be taken in the form of a beneficial interest
         in the Rule 144A Global Security if immediately prior to the
         contemplated transfer no Rule 144A Global Security is then Outstanding
         (as defined in Section 12(c) hereof).

     (ii) Interests in Regulation S Global Security Initially to be Held Through
Euroclear or Clearstream. Beneficial interests in a Regulation S Temporary
Global Security may be held only through Agent Members acting for and on behalf
of Euroclear or Clearstream.

     (iii) Transfer Through Restricted Definitive Security. If the holder of a
beneficial interest in a Regulation S Global Security wishes at any time to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a Restricted Definitive Security, such transfer may be effected, subject
to the Applicable Procedures, only in accordance with this Section 5(d)(iii),
provided, however, that in no event shall the Regulation S Temporary Global
Securities be exchanged by the Issuer for Restricted Definitive Securities prior
to (x) the expiration of the Restricted Period and (y) the receipt by the
Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
under the Act. Upon receipt by the U.S. Depository of the instructions and
certificate set forth below, the U.S. Depository shall promptly forward the same
to the Transfer Agent at the Corporate Trust Office. Upon receipt by the
Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1)
written instructions given in accordance with the Applicable Procedures from an
Agent Member directing the U.S. Depository to cause to be issued a Restricted
Definitive Security to such Person in a principal amount equal to that of the
beneficial interest in the Global Security to be so transferred and (2) a
certificate substantially in the form set forth in or contemplated by Exhibit C
given by the transferor of such beneficial interest, the Transfer Agent shall
(A) reduce the principal amount of the Regulation S Global Security by an amount
equal to the principal amount of the beneficial interest in the Regulation S
Global Security to be so transferred, as evidenced by appropriate endorsement on
Schedule A of the Regulation S Global Security and (B) cause to be issued a
Restricted Definitive Security to such Person in a principal amount equal to the
amount by which the principal amount of the Regulation S Global Security was
reduced upon such transfer.

     (iv) Transfer Through an Unrestricted Global Security. If the holder of a
beneficial interest in a Regulation S Global Security wishes at any time to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a beneficial interest in an unrestricted Global Security, such transfer
may be effected, subject to the Applicable Procedures, only in accordance with
this Section 5(d)(iv). Upon receipt by the U.S. Depository of the instructions,
order and certificate set forth below, the U.S. Depository shall promptly
forward the same to the Transfer Agent at the Corporate Trust Office. Upon
receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust
Office of (1) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the U.S. Depository to cause to be
credited to a specified Agent Member's account a beneficial interest in the
unrestricted Global Security equal to that of the beneficial interest in the
Regulation S Global Security to be so transferred, (2) a written order given in
accordance with the Applicable Procedures containing information regarding the
account of the Agent Member, and the Euroclear or Clearstream account for which
such Agent Member's account is held, to be credited with, and the account of the
Agent Members to be debited for, such beneficial interest, and (3) a certificate
substantially in the form set forth in or contemplated by Exhibit D given by the
transferor of such beneficial interest, the Transfer Agent shall (A) reduce the
principal amount of the Regulation S Global Security, and increase the principal
amount of the unrestricted Global Security, in each case by an amount equal to
the principal amount of the beneficial interest in the Regulation S Global
Security to be so transferred, as evidenced by appropriate endorsements on
Schedule A of the respective Global Securities and (B) instruct the U.S.
Depository, (x) to make corresponding reductions and increases to the
transferor's beneficial interests in the respective Global Securities and (y) to
cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the unrestricted Global Security having a principal
amount equal to the amount by which the principal amount of the Regulation S
Global Security was reduced upon such transfer.

                                       8


     (v) Beneficial Interests in Regulation S Temporary Global Securities to
Definitive Securities. Notwithstanding the foregoing, a beneficial interest in a
Regulation S Temporary Global Security may not be exchanged for a definitive
Security or transferred to a Person who takes delivery thereof in the form of a
definitive Security prior to (A) the expiration of the Restricted Period and (B)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Act, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Act other than Rule 903 or
Rule 904.

(e) Special Provisions Regarding Transfer of Beneficial Interests in a Rule
144A Global Security. The transfer of beneficial interests in a Rule 144A Global
Security  shall be  effected  in a manner not  inconsistent  with the  following
provisions:

     (i) Transfer Through a Regulation S Global Security. If the holder of a
beneficial interest in a Rule 144A Global Security wishes at any time to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a beneficial interest in a Regulation S Global Security, such transfer
may be effected, subject to the Applicable Procedures, only in accordance with
this Section 5(e)(i). Upon receipt by the U.S. Depository of the instructions,
order and certificate set forth below, the U.S. Depository shall promptly
forward the same to the Transfer Agent at the Corporate Trust Office. Upon
receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust
Office of (1) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the U.S. Depository to cause to be
credited to a specified Agent Member's account a beneficial interest in the
Regulation S Global Security equal to that of the beneficial interest in the
Rule 144A Global Security to be so transferred, (2) a written order given in
accordance with the Applicable Procedures containing information regarding the
account of the Agent Members held for Euroclear to be credited with, and the
account of the Agent Members to be debited for, such beneficial interest, and
(3) a certificate substantially in the form set forth in or contemplated by
Exhibit E given by the transferor of such beneficial interest, the Transfer
Agent shall (A) reduce the principal amount of the Rule 144A Global Security,
and increase the principal amount of the Regulation S Global Security, in each
case by an amount equal to the principal amount of the beneficial interest in
the Rule 144A Global Security to be so transferred, as evidenced by appropriate
endorsements on Schedule A of the respective Global Securities and (B) instruct
the U.S. Depository, (x) to make corresponding reductions and increases to the
amounts represented by the respective Global Securities and (y) to cause to be
credited to the account of the Person specified in such instructions a
beneficial interest in the Regulation S Global Security having a principal
amount equal to the amount by which the principal amount of the Rule 144A Global
Security was reduced upon such transfer.

                           Delivery of a beneficial interest in the Rule 144A
         Global Security may not be taken in the form of a beneficial interest
         in the Regulation S Global Security if immediately prior to the
         contemplated transfer no Regulation S Global Security is then
         Outstanding.

     (ii) Transfer Through Restricted Definitive Security. If the holder of a
beneficial interest in a Rule 144A Global Security wishes at any time to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a Restricted Definitive Security, such transfer may be effected, subject
to the Applicable Procedures, only in accordance with this Section 5(e)(ii).
Upon receipt by the U.S. Depository of the instructions and certificate set
forth below, the U.S. Depository shall promptly forward the same to the Transfer
Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the
U.S. Depository at the Corporate Trust Office of (1) written instructions given
in accordance with the Applicable Procedures from an Agent Member directing the
U.S. Depository to cause to be issued a Restricted Definitive Security to such
Person in a principal amount equal to that of the beneficial interest in the
Rule 144A Global Security to be so transferred and (2) a certificate
substantially in the form set forth in or contemplated by Exhibit F given by the
transferor of such beneficial interest, the Transfer Agent shall (A) reduce the
principal amount of the Rule 144A Global Security by an amount equal to the
principal amount of the beneficial interest in the Rule 144A Global Security to
be so transferred, as evidenced by appropriate endorsement on Schedule A of the
Rule 144A Global Security and cause to be issued a Restricted Definitive
Security to such Person in a principal amount equal to the amount by which the
principal amount of the Rule 144A Global Security was reduced upon such transfer
and (B) instruct the U.S. Depository to make a corresponding reduction to the
transferor's beneficial interest in the Rule 144A Global Security.

                                       9


     (iii) Transfer Through an Unrestricted Global Security. If the holder of a
sbeneficial interest in a Rule 144A Global Security wishes at any time to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a beneficial interest in an unrestricted Global Security, such transfer
may be effected, subject to the Applicable Procedures, only in accordance with
this Section 5(e)(iii). Upon receipt by the U.S. Depository of the instructions,
order and certificate set forth below, the U.S. Depository shall promptly
forward the same to the Transfer Agent at the Corporate Trust Office. Upon
receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust
Office of (1) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the U.S. Depository to cause to be
credited to a specified Agent Member's account a beneficial interest in the
unrestricted Global Security equal to that of the beneficial interest in the
Rule 144A Global Security to be so transferred, (2) a written order given in
accordance with the Applicable Procedures containing information regarding the
account of the Agent Members to be credited with, and the account of the Agent
Members to be debited for, such beneficial interest, and (3) a certificate
substantially in the form set forth in or contemplated by Exhibit G given by the
transferor of such beneficial interest, the Transfer Agent shall (A) reduce the
principal amount of the Rule 144A Global Security, and increase the principal
amount of the unrestricted Global Security, in each case by an amount equal to
the principal amount of the beneficial interest in the Rule 144A Global Security
to be so transferred, as evidenced by appropriate endorsements on Schedule A of
the respective Global Securities and (B) instruct the U.S. Depository, (x) to
make corresponding reductions and increases to the transferor's beneficial
interests in the respective Global Securities and (y) to cause to be credited to
the account of the Person specified in such instructions a beneficial interest
in the unrestricted Global Security having a principal amount equal to the
amount by which the principal amount of the Rule 144A Global Security was
reduced upon such transfer.

(f) Special Provisions Regarding Transfer of Restricted Definitive
Securities.  Unless expressly provided otherwise in this Agreement, whenever any
Restricted  Definitive  Security is presented or surrendered for registration of
transfer,   such  Restricted  Definitive  Security  must  be  accompanied  by  a
certificate in substantially  the form set forth in or contemplated by Exhibit H
(which may be attached to or set forth in the Restricted  Definitive  Security),
appropriately  completed,  dated the date of such  surrender  and  signed by the
holder  of such  Restricted  Definitive  Security,  as to  compliance  with such
restrictions on transfer, unless the Issuer shall have notified the Fiscal Agent
that there is an effective  registration statement under the Act with respect to
such Restricted Definitive Security. The Transfer Agent shall not be required to
accept for such  registration of transfer or exchange any Restricted  Definitive
Security not so accompanied by a properly completed certificate. The transfer of
Restricted  Definitive Securities shall be effected in a manner not inconsistent
with the following provisions:

     (i) Transfer Through Regulation S Global Security. If the holder of a
Restricted Definitive Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in a Regulation S Global Security, such transfer may be effected, subject to the
Applicable Procedures, only in accordance with this Section 5(e)(i). Upon
receipt by the Transfer Agent at the Corporate Trust Office of (1) written
instructions from the transferor directing it to cause the U.S. Depository to
cause to be credited to such Person a beneficial interest in the Regulation S
Global Security in a principal amount equal to that of the Restricted Definitive
Security to be so transferred and (2) a certificate substantially in the form
set forth in or contemplated by Exhibit H given by the transferor of such
Restricted Definitive Security, the Transfer Agent shall (A) increase the
principal amount of the Regulation S Global Security by an amount equal to the
principal amount of the beneficial interest in the Regulation S Global Security
to be received by such Person, as evidenced by appropriate endorsement on
Schedule A of the Regulation S Global Security, and cancel such Restricted
Definitive Security, and (B) instruct the U.S. Depository, (x) to make
corresponding increases in the amount represented by the Regulation S Global
Security and (y) to cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Global Security
having a principal amount equal to the principal amount of the Restricted
Definitive Security that was cancelled.

                                       10


     (ii) Transfer Through Rule 144A Global Security. If the holder of a
Restricted Definitive Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Rule 144A Global Security, such transfer may be effected, subject to the
Applicable Procedures, only in accordance with this Section 5(e)(ii). Upon
receipt by the Transfer Agent at the Corporate Trust Office of (1) written
instructions from the transferor directing it to cause the U.S. Depository to
cause to be credited to such Person a beneficial interest in the Rule 144A
Global Security in a principal amount equal to that of the Restricted Definitive
Security to be so transferred and (2) a certificate substantially in the form
set forth in or contemplated by Exhibit H given by the transferor of such
Restricted Definitive Security, the Transfer Agent shall (A) increase the
principal amount of the Rule 144A Global Security by an amount equal to the
principal amount of the beneficial interest in the Rule 144A Global Security to
be received by such Person, as evidenced by appropriate endorsement on Schedule
A of the Rule 144A Global Security, and cancel such Restricted Definitive
Security, and (B) instruct the U.S. Depository, (x) to make corresponding
increases in the amount represented by the Rule 144A Global Security and (y) to
cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the Rule 144A Global Security having a principal amount
equal to the principal amount of the Restricted Definitive Security that was
cancelled.

     (iii) Transfer Through Unrestricted Global Security. If the holder of a
Restricted Definitive Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the unrestricted Global Security, such transfer may be effected, subject to
the Applicable Procedures, only in accordance with this Section 5(e)(iii). Upon
receipt by the Transfer Agent at the Corporate Trust Office of (1) written
instructions from the transferor directing it to cause the U.S. Depository to
cause to be credited to such Person a beneficial interest in the unrestricted
Global Security in a principal amount equal to that of the Restricted Definitive
Security to be so transferred and (2) a certificate substantially in the form
set forth in or contemplated by Exhibit H given by the transferor of such
Restricted Definitive Security, the Transfer Agent shall (A) increase the
principal amount of the unrestricted Global Security by an amount equal to the
principal amount of the beneficial interest in the unrestricted Global Security
to be received by such Person, as evidenced by appropriate endorsement on
Schedule A of the unrestricted Global Security, and cancel such Definitive
Security, and (B) instruct the U.S. Depository, (x) to make corresponding
increases in the amount represented by the Rule 144A Global Security and (y) to
cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the unrestricted Global Security having a principal
amount equal to the principal amount of the Restricted Definitive Security that
was cancelled.

     (iv) Transfer Through Restricted Definitive Security. If the holder of a
Restricted Definitive Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of another Restricted
Definitive Security, such transfer may be effected, subject to the Applicable
Procedures, only in accordance with this Section 5(e)(iv). Upon receipt by the
U.S. Depository of the instructions and certificate set forth below, the U.S.
Depository shall promptly forward the same to the Transfer Agent at the
Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S.
Depository at the Corporate Trust Office of a certificate substantially in the
form set forth in or contemplated by Exhibit H given by the transferor of such
Restricted Definitive Security, the Transfer Agent shall register the transfer
of such Restricted Definitive Security.

                                       11


6. Mutilated,  Destroyed,  Stolen or Lost Securities.  The Fiscal Agent, or its
agent duly authorized by the Fiscal Agent, is hereby authorized from time to
time in accordance with the provisions of the Securities,  Section l(e), Section
5 and of this Section to authenticate and deliver:

     (i) Securities in exchange for or in lieu of Securities of like tenor and
of like form which become mutilated, destroyed, stolen or lost; and

     (ii) registered Securities of authorized denominations in exchange for a
like aggregate principal amount of Securities of like tenor and of like form.

     The Securities shall be dated the date of their authentication by the
Fiscal Agent. Each Security authenticated and delivered upon any transfer or
exchange for or in lieu of the whole or any part of any Security shall carry all
the rights if any, to interest accrued and unpaid and to accrue which were
carried by the whole or such part of such Security. Notwithstanding anything to
the contrary herein contained, such new Security shall be so dated that neither
gain nor loss in interest shall result from such transfer or exchange.

7. Register; Record Date for Certain Actions. The Fiscal Agent, as agent of
the Issuer, shall maintain at its corporate trust office in San Francisco,
California and at its agent's office in the Borough of Manhattan, The City of
New York, a register for the Securities for the registration and registration of
transfers of the Securities. Upon presentation for the purpose at the said
office of the Fiscal Agent or its agent of any Security, accompanied by a
written instrument of transfer in the form approved by the Issuer and the Fiscal
Agent (it being understood that, until notice to the contrary is given to
holders of Securities, the Issuer and the Fiscal Agent shall each be deemed to
have approved the form of instrument of transfer, if any, printed on any
definitive Security), executed by the registered holder, in person or by such
registered holder's attorney thereunto duly authorized in writing, such Security
shall be transferred upon the register for the Securities, and a new Security of
like tenor shall be authenticated and issued in the name of the transferee.
Transfers and exchanges of Securities shall be subject to Section 1(e) and
Section 5 hereof, to such restrictions as shall be set forth in the text of the
Securities and to such reasonable regulations as may be prescribed by the Issuer
and the Fiscal Agent. Successive registrations and registrations of transfers as
aforesaid may be made from time to time as desired and each such registration
shall be noted on the Security register. No service charge shall be made for any
registration, registration of transfer or exchange of Securities, but, except as
otherwise provided herein with respect to the exchange of temporary Securities
for definitive Securities, the Fiscal Agent (and any Transfer Agent or
authenticating agent appointed pursuant to Section 2 or 3 hereof, respectively)
may require payment of a sum sufficient to cover any stamp or other tax or
governmental charge in connection therewith and any other amounts required to be
paid by the provisions of the Securities.

     Any Transfer Agent appointed pursuant to Section 2 hereof shall provide to
the Fiscal Agent such information as the Fiscal Agent may reasonably require in
connection with the delivery by such Transfer Agent of Securities in exchange
for other Securities.

     Neither the Fiscal Agent nor any Transfer Agent shall be required to make
registrations of transfer or exchange of Securities except as set forth in this
Agreement.

     Upon receipt by the Fiscal Agent of any written demand, request or notice
with respect to any matter on which the holders of Securities are entitled to
act under this Agreement, a record date shall be established for determining
registered holders of Outstanding Securities entitled to join in such demand,
request or notice, which record date shall be at the close of business on the
day the Fiscal Agent receives such demand, request or notice. The holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such demand, request or notice, whether or not such
holders remain holders after such record date; provided, however, unless the
holders of the requisite principal amount of the Outstanding Securities shall
have joined in such demand, request or notice prior to the day which is ninety
(90) days after such record date, such demand, request or notice shall
automatically and without further action by any holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a holder, or a proxy of
a holder, from giving, (i) after expiration of such 90-day period, a new demand,
request or notice identical to a demand, request or notice which has been
cancelled pursuant to the proviso in the preceding sentence or (ii) during any
such 90-day period, a new demand, request or notice contrary to or different
from such demand, request or notice, in either of which events a new record date
shall be established pursuant to the provisions of this paragraph.

                                       12


     The Issuer may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to or approve any action
or waive any term, provision or condition of any covenant of this Agreement. If
a record date is fixed, the holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to consent to or
approve any such action or waive any such term, provision, condition or
covenant, whether or not such holders remain holders after such record date;
provided, however, that unless such consent, waiver or approval is obtained from
the requisite principal amount of holders of Outstanding Securities, or their
duly designated proxies, prior to the date which is ninety (90) days after such
record date, any such consent, waiver or approval previously given shall
automatically and without further action by any holder be cancelled and of no
further effect.

8. Delivery of Certain Information.

(a) Non-Reporting Issuer. Subject to Section 8(b), as long as the Issuer is not
subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), at any time, upon the request of a registered
holder of a Security, the Issuer, or the Fiscal Agent upon request by and at the
expense of the Issuer, will promptly furnish or cause to be furnished "Rule 144A
Information" (as defined below) with respect to the Issuer to such holder or to
a prospective purchaser of such Security designated by such holder in order to
permit compliance by such holder with Rule 144A under the Act in connection with
the resale of such Security by such holder. "Rule 144A Information" with respect
to the Issuer shall be such information with respect to it as is specified
pursuant to Rule 144A(d)(4)(i) under the Act (or any successor provision
thereto) which, at the date of this Agreement, consists of (x) a very brief
statement of the nature of the business, products and services of the Issuer, as
the case may be, (which statement shall be as of a date within 12 months prior
to the date of the intended resale) and (y) the most recent financial statements
of the Issuer and its financial statements for the two fiscal years preceding
the period covered in the most recent financial statements. Such financial
statements of the Issuer shall include its balance sheet (as of a date less than
16 months before the date of the intended resale) and its profit and loss and
retained earnings statements (for the twelve month period preceding the date of
such balance sheet and, if the balance sheet is not as of a date less than six
months before the date of the intended resale, the most recent profit and loss
and retained earnings statements shall be for the period from the date of such
balance sheet to a date less than six months before the date of the intended
resale) and shall be audited to the extent reasonably available.

(b) Information After Two Years. Neither the Issuer nor the Fiscal Agent shall
be required to furnish Rule 144A Information with respect to the Issuer as
contemplated by Section 8(a) hereof, (x) to the holder or a prospective
purchaser of a Security in connection with any request made on or after the date
which is two years from the later of (i) the date such Security (or any
predecessor Security) was acquired from the Issuer or (ii) the date such
Security (or any predecessor Security) was last acquired from an "affiliate" of
the Issuer within the meaning of Rule 144 under the Act or (y) at any time to a
prospective purchaser located outside the United States who is not a U.S. person
within the meaning of Regulation S under the Act.

                                       13


(c) Periodic Reports. So long as any Securities are Outstanding, the Issuer, or
the Fiscal Agent upon request by and at the expense of the Issuer, will furnish
or cause to be furnished to holders of Securities and to the Fiscal Agent, (i)
at any time when the Issuer is subject to Section 13 or 15(d) of the Exchange
Act, copies of its annual and quarterly reports to stockholders and of each
report or definitive proxy statement filed with the Commission under the
Exchange Act, such reports or statements to be so furnished within 15 days after
the due date for filing with the Commission, and (ii) at any time when the
Issuer is not subject to Section 13 or 15(d) of the Exchange Act, (A) its annual
financial statements prepared in accordance with generally accepted accounting
principles applied consistently (except as otherwise noted therein) with those
of the prior years (together with notes thereto and a report thereon by an
independent accounting firm of established national reputation), such report to
be so furnished as soon as reasonably available and in any event within 120 days
after the end of the fiscal year covered thereby, (B) its unaudited comparative
financial statements for each of the first three fiscal quarters and the
corresponding quarter of the prior year prepared in accordance with generally
accepted accounting principles applied consistently (except as otherwise noted
therein) with those of the most recent annual financial statements (which
unaudited statements and related notes may be condensed to the extent permitted
by Form 10-Q under the Exchange Act or any successor form), such statements to
be so furnished as soon as reasonably available and in any event within 60 days
after the end of the fiscal quarter covered thereby, (C) any other interim
reports or financial statements prepared generally for its nonaffiliated
investors or lenders, such reports or statements to be so furnished concurrently
with their distribution to such investors or lenders, and (D) at each time of
delivery of the financial statements in (A), an Officers' Certificate stating
whether or not to the best knowledge of the signers thereof the Issuer is in
default in the performance and observance of any of the terms, provisions and
conditions of the Securities or this Agreement and, if the Issuer shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

9. Conditions of Fiscal Agent's Obligations. The Fiscal Agent accepts its
obligations herein set forth upon the terms and conditions hereof, including the
following, to all of which the Issuer agrees and to all of which the rights of
holders from time to time of Securities are subject:

(a) Compensation and Indemnity. The Fiscal Agent shall be entitled to reasonable
compensation as agreed with the Issuer for all services rendered by it, and the
Issuer agrees promptly to pay such compensation and to reimburse the Fiscal
Agent for the reasonable out-of-pocket expenses (including reasonable counsel
fees) incurred by it or its agents in connection with its services hereunder.
The Issuer also agrees to indemnify the Fiscal Agent for, and to hold it
harmless against, any loss, liability or expense, including, without limitation,
damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or
incidental expenses, legal fees and expenses, and the allocated costs and
expenses of in-house counsel, incurred without negligence or willful misconduct,
arising out of or in connection with its acting as Fiscal Agent or in any other
capacity hereunder, as well as the reasonable costs and expenses of defending
against any claim of liability in the premises. The obligations of the Issuer
under this Section 9(a) shall survive payment of all the Securities or the
resignation or removal of the Fiscal Agent.

(b) Agency. In acting under this Agreement and in connection with the
Securities, the Fiscal Agent is acting solely as agent of the Issuer and does
not assume any responsibility for the correctness of the recitals in the
Securities (except for the correctness of the statement in its certificate of
authentication on the Securities) or any obligation or relationship of agency or
trust, for or with any of the owners or holders of the Securities, except that
all funds held by the Fiscal Agent for the payment of principal of and any
interest on the Securities shall be held in trust for such owners or holders, as
the case may be, as set forth herein and in the Securities; provided, however,
that monies held in respect of the Securities remaining unclaimed at the end of
two years after the principal of or any interest on the Securities shall have
become due and payable (whether at maturity or otherwise) and monies sufficient
therefor shall have been duly made available for payment shall, together with
any interest made available for payment thereon, be repaid to the Issuer upon
Order. Upon such repayment, the aforesaid trust with respect to the Securities
shall terminate and all liability of the Fiscal Agent and Paying Agents with
respect to such funds shall thereupon cease. In the absence of an Order from the
Issuer to return unclaimed funds to the Issuer, the Fiscal Agent shall from time
to time deliver all unclaimed funds to or as directed by applicable escheat
authorities, as determined by the Fiscal Agent in its sole discretion, in
accordance with the customary practices and procedures of the Fiscal Agent.

(c) Advice of Counsel. The Fiscal Agent and any Paying Agent or Transfer Agent
appointed by the Issuer pursuant to Section 2 hereof may consult with their
respective counsel or other counsel satisfactory to them, and the opinion of
such counsel shall be full and complete authorization and protection in respect
of any action taken or suffered by them hereunder in good faith and without
negligence and in accordance with such opinion.

(d) Reliance. The Fiscal Agent and any Paying Agent or Transfer Agent appointed
by the Issuer pursuant to Section 2 hereof each shall be protected and shall
incur no liability for or in respect of any action taken or thing suffered by it
in reliance upon any Security, notice, direction, consent, certificate,
affidavit, statement, or other paper or document believed by it, in good faith
and without negligence, to be genuine and to have been passed or signed by the
proper party or parties.

                                       14


(e) Interest in Securities, etc. The Fiscal Agent, any authenticating agent, and
any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2
hereof and their respective officers, directors and employees may become the
owners of, or acquire any interest in, any Securities, with the same rights that
they would have if they were not the Fiscal Agent, such authenticating agent,
such other Paying Agent or Transfer Agent or such Person, and may engage or be
interested in any financial or other transaction with the Issuer, and may act
on, or as depository, trustee or agent for, any committee or body of holders of
Securities or other obligations of the Issuer, as freely as if they were not the
Fiscal Agent, such authenticating agent, such other Paying Agent or Transfer
Agent or such Person. The provisions of this Section 9(e) shall extend to
affiliates of the Fiscal Agent, such authenticating agent, any Paying Agent or
any Transfer Agent.

(f) Certifications. Whenever in the administration of this Agreement the Fiscal
Agent shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Fiscal Agent (unless
other evidence be herein specifically prescribed) may, in the absence of willful
misconduct or negligence on its part, request and rely upon a certificate signed
by any Authorized Officer of the Issuer and delivered to the Fiscal Agent.

(g) No Implied Obligations. The duties and obligations of the Fiscal Agent shall
be determined solely by the express provisions of this Agreement, and the Fiscal
Agent shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the Fiscal
Agent. In no event shall the Fiscal Agent be liable for any lost profits, lost
savings or other special, exemplary, consequential or incidental damages.

(h) No Liability. The Fiscal Agent shall not be liable for any interest on any
funds held by the Fiscal Agent and shall never be required to use, advance or
risk its own funds or otherwise incur financial liability in the performance of
its duties hereunder. The Fiscal Agent shall not be liable for any actions taken
or not taken hereunder, in the absence of negligence or willful misconduct.

(i) No Inquiry. The Fiscal Agent shall not be bound to ascertain or inquire as
to the performance or observance of any of the terms, conditions, covenants or
agreements of the Securities or other documents on the part of the Issuer or as
to the existence of any event of default thereunder.

(j) Agents. The Fiscal Agent may execute any of its trusts or powers or perform
any duties under this Agreement either directly or by or through agents or
attorneys, may in all cases pay such reasonable compensation as it deems proper
to all such agents and attorneys reasonably employed or retained by it, and
shall not be responsible for any misconduct or negligence of any agent or
attorney appointed with due care by it.

(k) Directors, Officers. The protections from liability provided to the Fiscal
Agent hereunder, including the right to indemnification, shall extend to its
directors, officers, employees and agents.

10. Resignation and Appointment of Successor.

(a) Fiscal Agent and Paying Agent. The Issuer agrees, for the benefit of the
holders from time to time of the Securities, that there shall at all times be a
Fiscal Agent hereunder which shall be a bank or trust company organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, in good standing and having an established place of
business or agency in the Borough of Manhattan, The City of New York, and
authorized under such laws to exercise corporate trust powers until all the
Securities authenticated and delivered hereunder (i) shall have been delivered
to the Fiscal Agent for cancellation or (ii) become due and payable and monies
sufficient to pay the principal of and any interest on the Securities shall have
been made available for payment and either paid or returned to the Issuer as
provided herein and in such Securities.

                                       15


(b) Resignation. The Fiscal Agent may at any time resign by giving written
notice to the Issuer of such intention on its part, specifying the date on which
its desired resignation shall become effective, provided that such date shall
not be less than three (3) months from the date on which such notice is given,
unless the Issuer agrees to accept shorter notice. The Fiscal Agent hereunder
may be removed at any time by the filing with it of an instrument in writing
signed on behalf of the Issuer and specifying such removal and the date when it
shall become effective. Notwithstanding the dates of effectiveness of
resignation or removal, as the case may be, to be specified in accordance with
the preceding sentences, such resignation or removal shall take effect only upon
the appointment by the Issuer of a successor Fiscal Agent (which, to qualify as
such, shall be a bank or trust company organized and doing business under the
laws of the United States of America, any state thereof or the District of
Columbia, in good standing and having and acting through an established place of
business or agency in the Borough of Manhattan, The City of New York, authorized
under such laws to exercise corporate trust powers and having a combined capital
and surplus in excess of U.S.$50,000,000) and the acceptance of such appointment
by such successor Fiscal Agent. Upon its resignation or removal, the Fiscal
Agent shall be entitled to payment by the Issuer pursuant to Section 9 hereof of
compensation for services rendered and to reimbursement of reasonable
out-of-pocket expenses incurred hereunder.

(c) Successors. In case at any time the Fiscal Agent or any Paying Agent in
respect of the Securities (if such Paying Agent is the only Paying Agent located
in a place where, by the terms of the Securities or this Agreement, the Issuer
is required to maintain a Paying Agent) shall resign, or shall be removed, or
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or
shall file a voluntary petition in bankruptcy or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver of all or
any substantial part of its property, or shall admit in writing its inability to
pay or meet its debts as they severally mature, or if a receiver of it or of all
or any substantial part of its property shall be appointed, or if an order of
any court shall be entered approving any petition filed by or against it under
the provisions of the Federal Bankruptcy Act or under the provisions of any
similar legislation, or if a receiver of it or its property shall be appointed,
or if any public officer shall take charge or control of it or of its property
or affairs, for the purpose or rehabilitation, conservation or liquidation, a
successor Fiscal Agent or Paying Agent, as the case may be, qualified as
aforesaid, shall be appointed by the Issuer by an instrument in writing, filed
with the successor Fiscal Agent or Paying Agent, as the case may be, and the
predecessor Fiscal Agent or Paying Agent, as the case may be. Upon the
appointment as aforesaid of a successor Fiscal Agent or Paying Agent, as the
case may be, and acceptance by such successor of such appointment, the Fiscal
Agent or Paying Agent, as the case may be, so succeeded shall cease to be Fiscal
Agent or Paying Agent, as the case may be, hereunder. If no successor Fiscal
Agent or other Paying Agent, as the case may be, shall have been so appointed by
the Issuer and shall have accepted appointment as hereinafter provided, and, in
the case of such other Paying Agent, if such other Paying Agent is the only
Paying Agent located in a place where, by the terms of the Securities or this
Agreement, the Issuer is required to maintain a Paying Agent, then any holder of
a Security who has been a bona fide holder of a Security for at least six (6)
months, on behalf of such holder and all others similarly situated, or the
Fiscal Agent may petition any court of competent jurisdiction for the
appointment of a successor agent. The Issuer shall give prompt written notice to
each other Paying Agent of the appointment of a successor Fiscal Agent.

(d) Acknowledgment. Any successor Fiscal Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Issuer an
instrument accepting such appointment hereunder, and thereupon such successor
Fiscal Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Fiscal Agent hereunder, and such predecessor, upon payment of its compensation,
and reimbursement of its disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Fiscal Agent
shall be entitled to receive, all monies, securities, books, records or other
property on deposit with or held by such predecessor as Fiscal Agent hereunder.

                                       16


(e) Merger, Consolidation, etc. Any corporation into which the Fiscal Agent
hereunder may be merged, or any corporation resulting from any merger or
consolidation to which the Fiscal Agent shall be a party, or any corporation to
which the Fiscal Agent shall sell or otherwise transfer all or substantially all
of the corporate trust business of the Fiscal Agent, provided that it shall be
qualified as aforesaid, shall be the successor Fiscal Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

11. Payment of Taxes. The Issuer will pay all stamp and other duties, if any,
which may be imposed by the United States of America or any political
subdivision thereof or taxing authority of or in the foregoing with respect to
this Agreement or the issuance of the Securities.

12. Amendments.

(a) Approval. With the written consent of the registered holders of not less
than a majority in aggregate principal amount of the Securities then Outstanding
(or of such other percentage as may be set forth in the text of the Securities
with respect to the action being taken), the Issuer and the Fiscal Agent may
modify, amend or supplement the terms of the Securities and this Agreement in
any way, and the holders of Securities may make, take or give any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement or the Securities to be made, given or taken by
holders of Securities; provided, however, that no such action may, without the
consent of the holder of each Security affected thereby, (A) change the due date
for the payment of the principal of or any installment of interest on any
Security, (B) reduce the principal amount of any Security or the interest rate
thereon (C) change the coin or currency in which or the place at which payment
with respect to interest or principal in respect of Securities are payable as
required by the proviso of the first sentence of the second paragraph of Section
2 hereof, or (D) reduce the proportion of the principal amount of Securities,
the consent of the holders of which is necessary to modify, amend or supplement
this Agreement or the terms and conditions of the Securities or to make, take or
give any request, demand, authorization, direction, notice, consent, waiver or
other action provided hereby or thereby to be made, taken or given. The Issuer
and the Fiscal Agent may, without the consent of any holder of Securities, amend
this Agreement or the Securities for the purpose of (i) adding to the covenants
of the Issuer for the benefit of the holders of Securities, (ii) surrendering
any right or power conferred upon the Issuer, (iii) securing the Securities
pursuant to the requirements of the Securities or otherwise, (iv) evidencing the
succession of another corporation to the Issuer and the assumption by any such
successor of the covenants and obligations of the Issuer in the Securities or in
this Agreement, or (v) correcting or supplementing any defective provision
contained in the Securities or in this Agreement, and in any manner which the
Issuer and the Fiscal Agent may determine that shall not be inconsistent with
the Securities and shall not adversely affect the interest of any holder of
Securities.

     It shall not be necessary for the consent of the holders of Securities to
approve the particular form of any proposed modification, amendment, supplement,
request, demand, authorization, direction, notice, consent, waiver or other
action, but it shall be sufficient if such consent shall approve the substance
thereof.

     In entering into any amendment hereof, the Fiscal Agent shall be entitled
to receive, and may rely on, an opinion of counsel that such amendment is
authorized or permitted by the terms of this Agreement.

(b) Binding Nature of Amendments, Notice, Notations, etc. Any instrument given
by or on behalf of any holder of a Security in connection with any consent to
any such modification, amendment, supplement, request, demand, authorization,
direction, notice, consent, waiver or other action will be irrevocable once
given and will be conclusive and binding on all subsequent holders of such
Security or any Security issued directly or indirectly in exchange or
substitution therefor or in lieu thereof. Any such modification, amendment,
supplement, request, demand, authorization, direction, notice, consent, waiver
or other action will be conclusive and binding on all holders of Securities,
whether or not they have given such consent, and whether or not notation of such
modification, amendment, supplement, request, demand, authorization, direction,
notice, consent, waiver or other action is made upon the Securities. Notice of
any modification or amendment of, supplement to, or request, demand,
authorization, direction, notice, consent, waiver or other action with respect
to the Securities or this Agreement (other than for purposes of curing any
ambiguity or of curing, correcting or supplementing any defective provision
hereof or thereof) shall be given to each holder of Securities affected thereby.

                                       17


     Securities authenticated and delivered after the effectiveness of any such
modification, amendment, supplement, request, demand, authorization, direction,
notice, consent, waiver or other action may bear a notation in the form approved
by the Fiscal Agent and the Issuer as to any matter provided for in such
modification, amendment, supplement, request, demand, authorization, direction,
notice, consent, waiver or other action. New Securities modified to conform, in
the opinion of the Fiscal Agent and the Issuer, to any such modification,
amendment, supplement, request, demand, authorization, direction, notice,
consent, waiver or other action may be prepared by the Issuer, authenticated by
the Fiscal Agent (or any authenticating agent appointed pursuant to Section 3
hereof) and delivered in exchange for Outstanding Securities.

(c)      "Outstanding" Defined. For purposes of the provisions of this Agreement
         and the Securities, any Security authenticated and delivered pursuant
         to this Agreement shall, as of any date of determination, be deemed to
         be "Outstanding," except:

(i)      Securities theretofore canceled by the Fiscal Agent or delivered to the
         Fiscal Agent for cancellation or held by the Fiscal Agent for
         reissuance but not reissued by the Fiscal Agent;

(ii)     Securities which have become due and payable at maturity or otherwise
         and with respect to which monies sufficient to pay the principal
         thereof and any interest thereon shall have been made available to the
         Fiscal Agent;

(iii)    Securities which have been defeased pursuant to Section 15(b) hereof;
         or

(iv)     Securities in lieu of or in substitution for which other Securities
         shall have been authenticated and delivered pursuant to this Agreement;

provided, however, that in determining whether the holders of the requisite
principal amount of Outstanding Securities have consented to any request,
demand, authorization, direction, notice, consent, waiver, amendment,
modification or supplement hereunder, Securities owned directly or indirectly by
the Issuer or any affiliate of the Issuer shall be disregarded and deemed not to
be Outstanding.

13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

14. Notices. All notices or communications hereunder, except as herein otherwise
specifically provided, shall be in writing and if sent to the Fiscal Agent shall
be delivered, transmitted by facsimile, telexed or telegraphed to it at 560
Mission Street, 13th Floor, San Francisco, California 94105, Attention: James V.
Myers, facsimile no. (415) 315-7585 or if sent to the Issuer shall be delivered,
transmitted by facsimile, telexed or telegraphed to it at 1111 South 103rd
Street, Omaha, Nebraska 68124, Attention: General Counsel, facsimile no. (402)
398-7426. The foregoing addresses for notices or communications may be changed
by written notice given by the addressee to each party hereto, and the
addressee's address shall be deemed changed for all purposes from and after the
giving of such notice.

                  If the Fiscal Agent shall receive any notice or demand
addressed to the Issuer by the holder of a Security, the Fiscal Agent shall
promptly forward such notice or demand to the Issuer.

15.      Defeasance (Legal and Covenant).

(a)      Issuer's Option to Effect Defeasance or Covenant Defeasance. The Issuer
         may at its option, by Order of the Issuer delivered to the Fiscal
         Agent, elect to have either Section 15(b) or Section 15(c) applied to
         the Outstanding Securities upon compliance with the conditions set
         forth below in this Section 15.

                                       18


(b)      Defeasance and Discharge. Upon exercise by the Issuer of the option
         provided in Section 15(a) applicable to this Section 15(b), the Issuer
         shall be deemed to have been discharged from its obligations with
         respect to the Outstanding Securities on the date the conditions set
         forth below are satisfied (hereinafter, "Defeasance"). For this
         purpose, such Defeasance means that the Issuer shall be deemed to have
         paid and discharged the entire Indebtedness represented by the
         Outstanding Securities and to have satisfied all its other obligations
         under such Securities and this Agreement insofar as the Securities are
         concerned (and the Issuer and the Fiscal Agent shall execute proper
         instruments acknowledging the same), except for the following, which
         shall survive until otherwise terminated or discharged hereunder: (i)
         the rights of holders of the Securities to receive, solely from the
         trust fund described in Section 15(d) and as more fully set forth in
         such Section, payments in respect of the principal of and any interest
         on the Securities when such payments are due, (ii) the Issuer's
         obligations with respect to the Securities under Sections 1(d), 2,
         4(a), 6, 7, 8(a), 8(b) and 10 of this Agreement and paragraphs 3, 4(a),
         6, 10 (insofar as it relates to Sections 8(a) and 8(b) of this
         Agreement), 11 and 12 of the Securities and (iii) this Section 15.
         Subject to compliance with this Section 15, the Issuer may exercise its
         option under this Section 15(b) notwithstanding the prior exercise of
         its option under Section 15(c).

(c)      Covenant Defeasance. Upon the Issuer's exercise of the option provided
         in Section 15(a) applicable to this Section 15(c), the Issuer shall be
         released from its obligations under paragraphs 7(iii), 8, and 9(a)(iii)
         of the Securities on and after the date the conditions set forth below
         are satisfied (hereinafter, "Covenant Defeasance"). For this purpose,
         such Covenant Defeasance means that the Issuer may omit to comply with
         and shall have no liability in respect of any term, condition or
         limitation set forth in any such Section, whether directly or
         indirectly by reason of any reference elsewhere herein to any such
         Section or by reason of any reference in any such Section to any other
         provision herein or in any other document, but the remainder of the
         Issuer's obligations shall be unaffected thereby.

(d)      Conditions to Defeasance and Covenant Defeasance. The following shall
         be the conditions to application of either Section 15(b) or Section
         15(c) to the then Outstanding Securities:

     (i) The Issuer shall irrevocably have deposited or caused to be deposited
with a trustee, who may be the Fiscal Agent and who shall agree to comply with
the provisions of this Section 15 applicable to it (the "Defeasance Trustee"),
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the holders of the Securities, (A) money in an amount, or (B) U.S. Government
Obligations and/or Eligible Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Defeasance Trustee, to pay and discharge,
and which shall be applied by the Defeasance Trustee to pay and discharge, the
principal of and each installment of interest on the Securities not later than
one day before the stated maturity of such principal or installment of interest
in accordance with the terms of this Agreement and of the Securities. For this
purpose: "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit are pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Act) as custodian with respect to any such U.S. Government Obligation or a
specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal of or
interest on the U.S. Government Obligation evidenced by such depository receipt;
and "Eligible Obligations" means interest bearing obligations as a result of the
deposit of which the Securities are rated in the highest generic long-term debt
rating category assigned to legally defeased debt by one or more nationally
recognized rating agencies.

                                       19


     (ii) In the case of an election under Section 15(b), the Issuer shall have
delivered to the Defeasance Trustee an opinion of counsel stating that (x) the
Issuer has received from, or there has been published by, the U.S. Internal
Revenue Service a ruling, or (y) since the date of this Agreement there has been
a change in the applicable U.S. Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm that, the holders of
the Outstanding Securities will not recognize gain or loss for U.S. Federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to U.S. Federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred.

     (iii) In the case of an election under Section 15(c), the Issuer shall have
delivered to the Defeasance Trustee an opinion of counsel to the effect that the
holders of the Outstanding Securities will not recognize gain or loss for
Federal income tax purposes as a result of such deposit and Covenant Defeasance
and will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would have been the case if such deposit and Covenant
Defeasance had not occurred.

     (iv) No event of default under paragraph 7 of the Securities or event which
with notice or lapse of time or both would become such an event of default shall
have occurred and be continuing on the date of such deposit or, insofar as
paragraphs 7(iv) and (v) of the Securities are concerned, at any time during the
period ending on the 121st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).

     (v) Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of or constitute a default under, any other agreement or instrument to
which the Issuer is a party or by which it is bound.

     (vi) The Issuer shall have delivered to the Fiscal Agent and the Defeasance
Trustee an Officers' Certificate and an opinion of counsel, each stating that
all conditions precedent provided for relating to either the Defeasance under
Section 15(b) or the Covenant Defeasance under Section 15(c) (as the case may
be) have been complied with.

     (vii) Such Defeasance or Covenant  Defeasance shall not result in the trust
arising from such deposit  constituting an investment  company as defined in the
Investment  Company Act of 1940,  as amended,  or such trust shall be  qualified
under such act or exempt from regulation thereunder.

(e)      Deposit in Trust; Miscellaneous. All money, U.S. Government Obligations
         and Eligible Obligations (including the proceeds thereof) deposited
         with the Defeasance Trustee pursuant to Section 15(d) in respect of the
         Securities shall be held in trust and applied by the Defeasance
         Trustee, in accordance with the provisions of the Securities and this
         Agreement, to the payment, either directly or through any Paying Agent
         as the Defeasance Trustee may determine, to the holders of the
         Securities, of all sums due and to become due thereon in respect of
         principal and any interest, but such money need not be segregated from
         other funds except to the extent required by law. Any money deposited
         with the Defeasance Trustee for the payment of the principal of or any
         interest on any Security and remaining unclaimed for two years after
         such principal or interest has become due and payable shall be paid to
         the Issuer upon Order; and the holder of such Security shall
         thereafter, as an unsecured general creditor, look only to the Issuer
         for payment thereof and all liability of the Defeasance Trustee with
         respect to such trust money shall thereupon cease. In the absence of an
         Order from the Issuer to return unclaimed funds to the Issuer, the
         Defeasance Trustee shall from time to time deliver all unclaimed funds
         to or as directed by applicable escheat authorities, as determined by
         the Defeasance Trustee in its sole discretion, in accordance with the
         customary practices and procedures of the Defeasance Trustee.

                                       20


     The Issuer shall pay and indemnify the Defeasance Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations or Eligible Obligations deposited pursuant to Section 15(d) or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the holders of the
Outstanding Securities.

     Anything in this Section 15 to the contrary notwithstanding, the Defeasance
Trustee shall deliver or pay to the Issuer from time to time upon the request of
the Issuer any money, U.S. Government Obligations or Eligible Obligations held
by it as provided in Section 15(d) which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Defeasance Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance.

(f) Reinstatement. If the Defeasance Trustee is unable to apply any money in
accordance with Section 15(b) or 15(c) by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Issuer's obligations under this Agreement and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Section 15 until such time as the Defeasance Trustee is
permitted to apply all such money in accordance with Section 15(b) or 15(c);
provided, however, that if the Issuer makes any payment of principal of or
interest on any Security following the reinstatement of its obligations, the
Issuer shall be subrogated to the rights of the holders of such Securities to
receive such payment from the money held by the Defeasance Trustee.

16. Headings. The section headings herein are for convenience only and shall not
affect the construction hereof.

17. Counterparts. This Agreement may be executed in one or more counterparts,
and by each party separately on a separate counterpart, and each such
counterpart when executed and delivered shall be deemed to be an original. Such
counterparts shall together constitute one and the same instrument.

18. Successors and Assigns. All covenants and agreements in this Agreement by
the Issuer shall bind its respective successors and assigns, whether so
expressed or not.

19. Separability Clause. In case any provision in this Agreement or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

                            (SIGNATURE PAGE FOLLOWS)


                                       21




                  IN WITNESS  WHEREOF,  the parties  hereto have executed this
Agreement as of the date first above written.

                                        NORTHERN NATURAL GAS COMPANY


                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:





                                        J.P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION, as
                                        Fiscal Agent


                                        By:
                                           ------------------------------------
                                           Authorized Signatory



                                       22



                                    EXHIBIT A

                                FORM OF SECURITY

                                                                   [Form of Face
                                                                    of Security]


[If this Security is a Global Security, insert--THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE U.S. DEPOSITORY OR A NOMINEE OF THE U.S.
DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE U.S. DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE U.S.
DEPOSITORY TO A NOMINEE OF THE U.S. DEPOSITORY OR BY A NOMINEE OF THE U.S.
DEPOSITORY TO THE U.S. DEPOSITORY OR ANOTHER NOMINEE OF THE U.S. DEPOSITORY OR
BY THE U.S. DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR U.S. DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR U.S. DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
U.S. DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE IS ISSUED IN THE NAME OR NAMES AS
DIRECTED IN WRITING BY THE U.S. DEPOSITORY, ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE
REGISTERED HOLDER HEREOF, THE U.S. DEPOSITORY, HAS AN INTEREST HEREIN.]

[If this Security is a Regulation S Temporary Global Security, insert--THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES, ARE
AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE
HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.]

THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. BY ITS
ACQUISITION OF THIS SECURITY OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

         1.   REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER, AS
              DEFINED IN RULE 144A UNDER THE ACT, (B) IT IS AN "ACCREDITED
              INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7)
              UNDER THE ACT, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER, OR (C)
              IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN
              COMPLIANCE WITH REGULATION S UNDER THE ACT;

         2.   AGREES THAT IT WILL OFFER, SELL OR OTHERWISE  TRANSFER THIS
              SECURITY,  PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
              THE  ORIGINAL  ISSUE DATE  HEREOF AND THE LAST DATE ON WHICH THE
              ISSUER,  OR ANY OF ITS AFFILIATES WAS THE HOLDER OF THIS SECURITY
              (OR ANY  PREDECESSOR  OF SUCH  SECURITY),  ONLY (A) TO THE ISSUER
              OR ANY OF ITS  SUBSIDIARIES,  (B)  PURSUANT TO A  REGISTRATION
              STATEMENT  THAT HAS BEEN  DECLARED  EFFECTIVE  UNDER THE ACT, (C)
              FOR SO LONG AS THE  SECURITIES  ARE ELIGIBLE FOR RESALE PURSUANT
              TO RULE 144A,  TO A PERSON IT REASONABLY  BELIEVES IS A QUALIFIED
              INSTITUTIONAL  BUYER,  AS DEFINED  IN RULE  144A,  THAT  PURCHASES
              FOR ITS OWN  ACCOUNT  OR FOR  THE  ACCOUNT  OF A  QUALIFIED
              INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE  TRANSFER
              IS BEING MADE IN  RELIANCE  ON RULE 144A,  (D) IN A  TRANSACTION
              MEETING THE  REQUIREMENTS  OF RULE 144 UNDER THE ACT, (E) PURSUANT
              TO OFFERS AND SALES THAT OCCUR  OUTSIDE THE UNITED  STATES  WITHIN
              THE MEANING OF REGULATION S UNDER THE ACT, OR (F) PURSUANT TO ANY
              OTHER AVAILABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF
              THE ACT AND, IN EACH OF THE CASES ABOVE,  IN ACCORDANCE  WITH THE
              APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
              ANY OTHER APPLICABLE JURISDICTION;

         3.   AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
              OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
              EFFECT OF THIS LEGEND; AND

         4.   AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS OR OTHERWISE
              TRANSFERS THIS SECURITY, THE ISSUER MAY REQUIRE THE HOLDER OF THIS
              SECURITY TO DELIVER A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS
              AND/OR OTHER INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM
              THAT SUCH PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
              FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

AS  USED IN  THIS SECURITY, THE TERMS "OFFSHORE TRANSACTION," "U.S. PERSON" AND
"UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM WITHIN REGULATION S.


THE FOREGOING LEGENDS MAY BE REMOVED FROM THE SECURITIES ON THE CONDITIONS
SPECIFIED IN THE FISCAL AGENCY AGREEMENT.



                          NORTHERN NATURAL GAS COMPANY
                          5.375% Senior Notes due 2012

                                                              $[--------------]

                                                     CUSIP No. [______________]
No. ___                                             [ISIN No. [______________]]

     NORTHERN NATURAL GAS COMPANY, a corporation duly organized under the laws
of the State of Delaware (herein called the "Issuer"), for value received,
hereby promises to pay to [name of registered holder or its registered assigns]
[if this Security is a Global Security, insert-] the Initial Principal Amount
specified on Schedule A hereto (such Initial Principal Amount, as it may from
time to time be adjusted by endorsement on Schedule A hereto, is hereinafter
referred to as the "Principal Amount")] [if this Security is not a Global
Security, insert- the principal sum of ___ Dollars (the "Principal Amount")] on
October 31, 2012 and to pay interest thereon from October 15, 2002 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on April 30 and October 31 in each year,
commencing April 30, 2003 (each an "Interest Payment Date"), at the rate of
5.375% per annum, until the principal hereof is paid or made available for
payment and (to the extent that the payment of such interest shall be legally
enforceable) at the rate per annum equal to the above rate plus 1% per annum on
any overdue principal and on any overdue installment of interest. Interest on
the Securities shall be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Fiscal Agency Agreement
hereinafter referred to, be paid to the person (the "registered holder") in
whose name this Security (or one or more predecessor Securities) is registered
at the close of business on April 15 or October 16 (whether or not a Business
Day), as the case may be (each a "Regular Record Date"), next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the registered holder on such Regular
Record Date and shall be paid to the person in whose name this Security (or one
or more predecessor Securities) is registered at the close of business on a
special record date for the payment of such interest to be fixed by the Issuer,
notice whereof shall be given to registered holders of Securities not less than
10 days prior to such special record date.

     [If this Security is a Regulation S Temporary Global Security,
insert--Until this Regulation S Temporary Global Security is exchanged for one
or more Regulation S Permanent Global Securities, the holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Security shall in all other respects be
entitled to the same benefits as other Securities under the Fiscal Agency
Agreement.]

     Principal of this Security shall be payable against surrender hereof at the
corporate trust office or office of an agent of the Fiscal Agent hereinafter
referred to or at such other offices or agencies as the Issuer may designate and
at the offices of such other Paying Agents as the Issuer shall have appointed
pursuant to the Fiscal Agency Agreement. Payments of principal shall be made
against surrender of this Security, and payments of interest on this Security
shall be made, in accordance with the foregoing and subject to applicable laws
and regulations, by check mailed on or before the due date for such payment to
the person entitled thereto at such person's address appearing on the
aforementioned register or, in the case of payments of principal to such other
address as the registered holder may specify upon such surrender; provided,
however, that any payments shall be made, in the case of a registered holder of
at least $1,000,000 aggregate principal amount of Securities, by transfer to an
account maintained by the payee with a bank if such registered holder so elects
by giving notice to the Fiscal Agent, not less than 15 days (or such fewer days
as the Fiscal Agent may accept at its discretion) prior to the date of the
payments to be obtained, of such election and of the account to which payments
are to be made. The Issuer covenants that until this Security has been delivered
to the Fiscal Agent for cancellation, or monies sufficient to pay the principal
of and interest on this Security have been made available for payment and either
paid or returned to the Issuer as provided herein, it will at all times maintain
an established place of business or agency in the Borough of Manhattan, The City
of New York for the payment of the principal of and interest on the Securities
as herein provided.

     Reference is hereby made to the further provisions of this Security set
forth on the following pages hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Fiscal Agent by manual signature, this Security shall not be valid or obligatory
for any purpose.

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed and its corporate seal to be affixed hereto.

Date:____________                           NORTHERN NATURAL GAS COMPANY

                                            By:
                                               --------------------------------
                                            Name:
                                            Title:
Attest:


By:
   ------------------------------
   Name:
   Title:



                  FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities referred to in the
within-mentioned Fiscal Agency Agreement.

                                            J.P. MORGAN TRUST COMPANY, NATIONAL
                                            ASSOCIATION, as Fiscal Agent


                                            By:
                                               --------------------------------



Date of Authentication:_________________





                                                               [Form of reverse
                                                                  of Security]

     1. This Security is one of a duly authorized issue of securities of the
Issuer designated as its 5.375% Senior Notes due 2012 (herein called the
"Securities"), limited in aggregate principal amount to $300,000,000, issued and
to be issued in accordance with a Fiscal Agency Agreement, dated as of October
15, 2002 (herein called the "Fiscal Agency Agreement"), between the Issuer and
J.P. Morgan Trust Company, National Association, as Fiscal Agent (herein called
the "Fiscal Agent," which term includes any successor fiscal agent under the
Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file
and available for inspection at the corporate trust office of the Fiscal Agent
which at the date hereof is at 560 Mission Street, 13th Floor, San Francisco,
California 94105.

     The Securities are unsecured direct, unconditional and general obligations
of the Issuer and will rank equally with all other unsecured and unsubordinated
indebtedness of the Issuer.

     2. [If this Security is a Global Security, insert--This Security is
issuable only in fully registered form, without coupons, in minimum
denominations of U.S. $100,000 and integral multiples of $1,000 in excess of
$100,000.] [If this Security is a Restricted Definitive Security, insert--This
Security is issuable only in fully registered form, without coupons, in minimum
denominations of U.S. $250,000 and integral multiples of $1,000 in excess of
$250,000.]

     3. The Issuer shall maintain in the Borough of Manhattan, The City of New
York, an established place of business or agency where Securities may be
surrendered for registration of transfer or exchange. The Issuer has initially
appointed the Fiscal Agent acting through its corporate trust office in San
Francisco, California, and at its agent's office in the Borough of Manhattan,
The City of New York, as its agent for such purpose and the Issuer has agreed to
cause to be kept at such offices a register in which, subject to such reasonable
regulations as it may prescribe, the Issuer will provide for the registration of
Securities and of transfers of Securities. The Issuer reserves the right to vary
or terminate the appointment of the Fiscal Agent as security registrar or of any
Transfer Agent or to appoint additional or other registrars or Transfer Agents
or to approve any change in the office through which any security registrar or
any Transfer Agent acts, provided that there will at all times be a security
registrar or agent thereof in the Borough of Manhattan, The City of New York.
Registered holders of the Securities will receive notice of any such change.

     The transfer of a Security is registrable on the aforementioned register
upon surrender of such Security at the corporate trust office of the Fiscal
Agent or the office of the agent of the Fiscal Agent or any Transfer Agent duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Fiscal Agent duly executed by, the registered
holder thereof or such holder's attorney duly authorized in writing. Upon such
surrender of this Security for registration of transfer, the Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities, dated the date
of authentication thereof of any authorized denominations and of a like
aggregate principal amount.

     At the option of the registered holder upon request confirmed in writing,
Securities may be exchanged for Securities of any authorized denominations and
of a like tenor, form and aggregate principal amount upon surrender of the
Securities to be exchanged at the office of any Transfer Agent or at the
corporate trust office of the Fiscal Agent or agent thereof. Whenever any
Securities are so surrendered for exchange, the Issuer shall execute, and the
Fiscal Agent shall authenticate and deliver, the Securities which the registered
holder making the exchange is entitled to receive. Any registration of transfer
or exchange will be effected upon the Transfer Agent or the Fiscal Agent, as the
case may be, being satisfied with the documents of title and identity of the
person making the request and subject to such reasonable regulations as the
Issuer may from time to time agree with the Transfer Agent and the Fiscal Agent.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Issuer evidencing the same
debt, and entitled to the same benefits, as the Securities surrendered upon such
registration of transfer or exchange. No service charge shall be made for any
registration of transfer or exchange, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may
treat the person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Issuer, the Fiscal Agent nor any such agent shall be affected by notice to the
contrary.

     [If this Security is a Regulation S Temporary Global Security, insert--This
Regulation S Temporary Global Security is exchangeable in whole or in part for
one or more Global Securities only (i) on or after the termination of the 40-day
distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates required by Section 5(d) of the Fiscal Agency
Agreement. Upon exchange of this Regulation S Temporary Global Security for one
or more Global Securities, the Fiscal Agent shall cancel this Regulation S
Temporary Global Security.]


     4. (a) The Issuer shall pay to the Fiscal Agent at its principal office in
San Francisco, California, on or prior to each Interest Payment Date and the
maturity date of the Securities, in such amounts sufficient (with any amounts
then held by the Fiscal Agent and available for the purpose) to pay the interest
on and the principal of the Securities due and payable on such Interest Payment
Date or maturity date, as the case may be, in funds available on such date. The
Fiscal Agent shall apply the amounts so paid to it to the payment of such
interest and principal in accordance with the terms of the Securities. Any
monies paid by the Issuer to the Fiscal Agent for the payment of the principal
of or interest on any Securities and remaining unclaimed at the end of two years
after such principal or interest shall have become due and payable (whether at
maturity or otherwise) shall then be repaid to the Issuer upon its written
request, and upon such repayment all liability of the Fiscal Agent with respect
thereto shall cease, without, however, limiting in any way any obligation the
Issuer may have to pay the principal of and interest on this Security as the
same shall become due.

     (b) In any case where the due date for the payment of the principal of or
interest on any Security shall be at any place of payment on a day on which
banking institutions are authorized or obligated by law to close, then payment
of principal or interest need not be made on such date at such place but may be
made on the next succeeding day at such place which is not a day on which
banking institutions are authorized or obligated by law to close, with the same
force and effect as if made on the date for such payment, and no interest shall
accrue for the period after such date.

     5. The Securities are subject to redemption upon not less than 30 or more
than 60 days' notice to the registered holders of such Securities, at any time,
as a whole or in part, at the election of the Issuer, at a redemption price
equal to the greater of: (i) 100% of the Principal Amount of the Securities
being redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Securities being redeemed
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at a discount rate equal to the Treasury
Yield plus 37.5 basis points, plus, for (i) or (ii) above, whichever is
applicable, accrued interest on the Securities to the Redemption Date.

     Notice of redemption pursuant to this Paragraph 5 shall be given not less
than 30 days nor more than 60 days prior to the Redemption Date.

     If fewer than all the Securities are to be redeemed, selection of
Securities for redemption will be made by the Fiscal Agent in any manner the
Fiscal Agent deems fair and appropriate.

     Unless the Issuer defaults in payment of the redemption price, from and
after the Redemption Date, the Securities or portions thereof called for
redemption will cease to bear interest, and the holders thereof will have no
right in respect of such Securities except the right to receive the redemption
price thereof.


     [If this Security is a Global Security, insert--In the event of redemption
of this Security in part only, the Fiscal Agent will reduce the Principal Amount
hereof by endorsement on Schedule A hereto such that the Principal Amount shown
on Schedule A after such endorsement will reflect only the unredeemed portion
hereof.]

     For purposes of the Securities,

     "Business Day" means any day other than a Saturday, Sunday or a day on
which banking institutions in The City of New York or the City of San Francisco
or at a place of payment are authorized by law, regulation or executive order to
remain closed.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day in New York City preceding such Redemption Date, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such Business Day,
the Reference Treasury Dealer Quotation for such Redemption Date.

     "Independent Investment Banker" means an investment banking institution of
international standing appointed by the Issuer.

     "Redemption Date" means any date on which the Issuer redeems all or any
portion of the Securities in accordance with the terms hereof.

     "Reference Treasury Dealer" means a primary U.S. government securities
dealer in New York City appointed by the Issuer.

     "Reference Treasury Dealer Quotation" means, with respect to the Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount and quoted in writing to
the Issuer by such Reference Treasury Dealer at 5:00 p.m. on the third Business
Day in New York City preceding such Redemption Date).

     "Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.


                  6. The Issuer shall pay all stamp and other duties, if any,
         which may be imposed by the United States or any political subdivision
         thereof or taxing authority of or in the foregoing with respect to the
         Fiscal Agency Agreement or the issuance of this Security. Except as
         otherwise provided in this Security, the Issuer shall not be required
         to make any payment with respect to any tax, assessment or other
         governmental charge imposed by any government or any political
         subdivision or taxing authority thereof or therein.

                  7. In the event of:

                  (i) default in the payment of any interest on any Security for
         a period of 30 days after the date when due; or

                  (ii) default in the payment of the principal of any Security
         when due (whether at maturity or otherwise); or

                  (iii) default in the performance or breach of any other
         covenant or agreement of the Issuer contained in the Securities or in
         the Fiscal Agency Agreement for a period of 60 days after the date on
         which written notice of such default requiring the Issuer to remedy the
         same and stating that such notice is a "Notice of Default" shall first
         have been given to the Issuer and the Fiscal Agent by the holders of at
         least 25% in principal amount of the Securities at the time Outstanding
         (as defined in the Fiscal Agency Agreement); or

                  (iv) the entry by a court having jurisdiction in the premises
         of (1) a decree or order for relief in respect of the Issuer in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (2) a
         decree or order adjudging the Issuer bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Issuer
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Issuer or of any substantial part of the property of
         the Issuer, or ordering the winding up or liquidation of the affairs of
         the Issuer, and any such decree or order for relief or any such other
         decree or order shall continue unstayed and in effect for a period of
         60 consecutive days; or

                  (v) commencement by the Issuer of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         the Issuer to the entry of a decree or order for relief in respect of
         the Issuer in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against the Issuer, or the filing by the Issuer of a
         petition or answer or consent seeking reorganization or relief under
         any such applicable Federal or State law, or the consent by the Issuer
         to the filing of such petition or to the appointment of or the taking
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or other similar official of the Issuer or of any
         substantial part of its property, or the making by the Issuer of an
         assignment for the benefit of creditors, or the taking of action by the
         Issuer in furtherance of any such action;

the registered holders of this Security may, at such holder's option, declare
the principal of this Security and the interest accrued hereon to be due and
payable immediately by written notice to the Issuer and the Fiscal Agent at its
corporate trust office, and unless all such defaults shall have been cured by
the Issuer prior to receipt of such written notice, the principal of the
Security and the interest accrued thereon shall become and be immediately due
and payable. For purposes of the Securities, "Subsidiary" of the Issuer means a
corporation all of the outstanding voting stock of which is owned, directly or
indirectly, by the Issuer and/or one or more Subsidiaries of the Issuer. For the
purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.


                  8. So long as any of the Securities are Outstanding, the
         Issuer will not pledge, mortgage or hypothecate, or permit to exist,
         and will not cause, suffer or permit any Subsidiary of it to pledge,
         mortgage or hypothecate, or permit to exist, except in favor of the
         Issuer or any Subsidiary of it, any mortgage, pledge or other lien
         upon, any Principal Property (as hereinafter defined) at any time owned
         by it, to secure any Indebtedness (as hereinafter defined) of it,
         without making effective provision whereby the Outstanding Securities
         shall be equally and ratably secured with any and all such Indebtedness
         of the Issuer and with any other Indebtedness of it similarly entitled
         to be equally and ratably secured; provided, however, that this
         restriction shall not apply to or prevent the creation or existence of:

                  (i) undetermined or inchoate liens and charges incidental to
         construction, maintenance, development or operation;

                  (ii) any liens of taxes and assessments for the then current
         year;

                  (iii) any liens of taxes and assessments not at the time
         delinquent;

                  (iv) any liens of specified taxes and assessments which are
         delinquent but the validity of which is being contested in good faith
         at the time by the Issuer or any Subsidiary of it;

                  (v) any liens reserved in leases for rent and for compliance
         with the terms of the lease in the case of leasehold estates;

                  (vi) any obligations or duties, affecting the property of the
         Issuer or any Subsidiary of it, to any municipality or public authority
         with respect to any franchise, grant, license, permit or similar
         arrangement;

                  (vii) the liens of any judgments or attachments in an
         aggregate amount not in excess of $10,000,000, or the lien of any
         judgment or attachment the execution or enforcement of which has been
         stayed or which has been appealed and secured, if necessary, by the
         filing of an appeal bond;


                  (viii) any mortgage, pledge, lien or encumbrance on any
         property held or used by the Issuer or any Subsidiary of it in
         connection with the exploration for, development of or production of
         oil, gas, natural gas (including liquefied gas and storage gas), other
         hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal
         or other natural resources or synthetic fuels, such properties to
         include, but not be limited to, the interest of the Issuer or such
         Subsidiary in any mineral fee interests, oil, gas or other mineral
         leases, royalty, overriding royalty or net profits interests,
         production payments and other similar interests, wellhead production
         equipment, tanks, field gathering lines, leasehold or field separation
         and processing facilities, compression facilities and other similar
         personal property and fixtures;

                  (ix) any mortgage, pledge, lien or encumbrance on oil, gas,
         natural gas (including liquefied gas and storage gas), and other
         hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal
         or other natural resources or synthetic fuels produced or recovered
         from any property, an interest in which is owned or leased by the
         Issuer or any Subsidiary of it;

                  (x) mortgages, pledges, liens or encumbrances upon any
         property heretofore or hereafter acquired, created at the time of
         acquisition or within 365 days thereafter to secure all or a portion of
         the purchase price thereof, or existing thereon at the date of
         acquisition, whether or not assumed by the Issuer or any Subsidiary of
         it, provided that every such mortgage, pledge, lien or encumbrance
         shall apply only to the property so acquired and fixed improvements
         thereon;

                  (xi) any extension, renewal or refunding, in whole or in part,
         of any mortgage, pledge, lien or encumbrance permitted by Section (x)
         above, if limited to the same property or any portion thereof subject
         to, and securing not more than the amount secured by, the mortgage,
         pledge, lien or encumbrance extended, renewed or refunded;

                  (xii) mortgages, pledges, liens or encumbrances upon any
         property heretofore or hereafter acquired by any corporation that is or
         becomes such a Subsidiary of the Issuer after the date of the Fiscal
         Agency Agreement ("Acquired Entity"), provided that every such
         mortgage, pledge, lien or encumbrance (1) shall either (a) exist prior
         to the time the Acquired Entity becomes such a Subsidiary or (b) be
         created at the time the Acquired Entity becomes such a Subsidiary or
         within 365 days thereafter to secure all or a portion of the
         acquisition price thereof and (2) shall only apply to those properties
         owned by the Acquired Entity at the time it becomes such a Subsidiary
         or thereafter acquired by it from sources other than the Issuer or any
         other Subsidiary of it;


                  (xiii) the pledge of current assets, in the ordinary course of
         business, to secure current liabilities;

                  (xiv) mechanics' or materialmen's liens, any liens or charges
         arising by reason of pledges or deposits to secure payment of workmen's
         compensation or other insurance, good faith deposits in connection with
         tenders, leases of real estate, bids or contracts (other than contracts
         for the payment of money), deposits to secure duties or public or
         statutory obligations, deposits to secure, or in lieu of, surety, stay
         or appeal bonds, and deposits as security for the payment of taxes or
         assessments or similar charges;

                  (xv) any lien arising by reason of deposits with, or the
         giving of any form of security to, any governmental agency or any body
         created or approved by law or governmental regulation for any purpose
         at any time in connection with the financing of the acquisition or
         construction of property to be used in the business of the Issuer or
         any Subsidiary of it or as required by law or governmental regulation
         as a condition to the transaction of any business or the exercise of
         any privilege or license, or to enable the Issuer or any such
         Subsidiary to maintain self-insurance or to participate in any funds
         established to cover any insurance risks or in connection with
         workmen's compensation, unemployment insurance, old age pensions or
         other social security, or to share in the privileges or benefits
         required for companies participating in such arrangements;

                  (xvi) any lien to secure Indebtedness of the Issuer other than
         Funded Debt (as hereinafter defined);

                  (xvii) any mortgage, pledge, lien or encumbrance of or upon
         any office equipment, data processing equipment (including, without
         limitation, computer and computer peripheral equipment), or
         transportation equipment (including without limitation, motor vehicles,
         tractors, trailers, marine vessels, barges, towboats, rolling stock and
         aircraft);

                  (xviii) any mortgage, pledge, lien or encumbrance created or
         assumed by the Issuer or any Subsidiary of it in connection with the
         issuance of debt securities the interest on which is excludable from
         gross income of the holder of such security pursuant to the Internal
         Revenue Code of 1986, as amended, for the purpose of financing, in
         whole or in part, the acquisition or construction of property to be
         used by the Issuer or any such Subsidiary; or

                  (xix) the pledge or assignment of accounts receivable, or the
         pledge or assignment of conditional sales contracts or chattel
         mortgages and evidences of indebtedness secured thereby, received in
         connection with the sale by the Issuer or any Subsidiary of it of goods
         or merchandise to customers of the Issuer or any Subsidiary.

     In case the Issuer or any Subsidiary of it shall propose to pledge,
mortgage or hypothecate any Principal Property at any time owned by it to secure
any of its Indebtedness, other than as permitted by subdivisions (i) to (xix),
inclusive, of this Paragraph 8, the Issuer will prior thereto give written
notice thereof to the Fiscal Agent, and the Issuer will, or will cause such
Subsidiary to, prior to or simultaneously with such pledge, mortgage or
hypothecation, effectively secure all the Securities equally and ratably with
such Indebtedness.


     Notwithstanding the foregoing provisions of this Paragraph 8, the Issuer or
any Subsidiary of it may issue, assume or guarantee indebtedness secured by a
mortgage which would otherwise be subject to the foregoing restrictions in an
aggregate amount which, together with all other Indebtedness of the Issuer or a
Subsidiary of it secured by a mortgage which (if originally issued, assumed or
guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including Indebtedness permitted to be secured under clauses
(i) through (xix) above), does not at the time exceed 10% of the Consolidated
Net Tangible Assets of the Issuer as shown on its audited consolidated financial
statements as of the end of the fiscal year preceding the date of determination.

     For purposes of the Securities,

     "Consolidated Net Tangible Assets" of any corporation means total assets
less (a) total current liabilities (excluding Indebtedness due within 365 days)
and (b) goodwill, patents and trademarks, all as reflected in such corporation's
audited consolidated balance sheet preceding the date of a determination under
the immediately preceding paragraph of this Paragraph 8.

     "Funded Debt" as applied to any corporation means all Indebtedness
incurred, created, assumed or guaranteed by such corporation, or upon which it
customarily pays interest charges; provided, however, that the term "Funded
Debt" shall not include (i) Indebtedness incurred in the ordinary course of
business representing borrowings, regardless of when payable, of such
corporation from time to time against, but not in excess of the face amount of,
its installment accounts receivable for the sale of appliances and equipment
sold in the regular course of business or (ii) advances for construction and
security deposits received by such corporation in the ordinary course of
business.

     "Indebtedness" as applied to any corporation, means bonds, debentures,
notes and other instruments representing obligations created or assumed by any
such corporation for the repayment of money borrowed (other than unamortized
debt discount or premium). All Indebtedness secured by a lien upon property
owned by any corporation and upon which Indebtedness any such corporation
customarily pays interest, although any such corporation has not assumed or
become liable for the payment of such Indebtedness, shall for all purposes of
the Securities be deemed to be Indebtedness of any such corporation. All
Indebtedness for money borrowed or incurred by other persons which is directly
guaranteed as to payment of principal by any corporation shall for all purposes
of the Securities be deemed to be Indebtedness of such corporation, but no other
contingent obligation of such corporation in respect of Indebtedness incurred by
other persons shall for any purpose be deemed Indebtedness of such corporation.
Indebtedness of any corporation shall not include: (i) amounts which are payable
only out of all or a portion of the oil, gas, natural gas, helium, coal, metal,
mineral, steam, timber, hydrocarbons, or geothermal or other natural resources
produced, derived or extracted from properties owned or developed by such
corporation; (ii) any amount representing capitalized lease obligations; (iii)
any indebtedness incurred to finance oil, gas, natural gas, helium, coal,
metals, minerals, steam, timber, hydrocarbons or geothermal or other natural
resources or synthetic fuel exploration or development, payable with respect to
principal and interest, solely out of proceeds of oil, gas, natural gas, helium,
coal, metals, minerals, steam, timber, hydrocarbons or geothermal or other
natural resources or synthetic fuel to be produced, sold and/or delivered by any
such corporation; (iv) indirect guarantees or other contingent obligations in
connection with the Indebtedness of others, including agreements, contingent or
otherwise, with such other persons or with third persons with respect to, or to
permit or ensure the payment of, obligations of such other persons, including,
without limitation, agreements to purchase or repurchase obligations of such
other persons, agreements to advance or supply funds to or to invest in such
other persons, or agreements to pay for property, products or services of such
other persons (whether or not conferred, delivered or rendered), and any demand
charge, throughput, take-or-pay, keep-well, make-whole, cash deficiency,
maintenance of working capital or earnings or similar agreements; and (v) any
guarantees with respect to lease or other similar periodic payments to be made
by other persons.

     "Principal Property" of the Issuer means any oil or gas pipeline, gas
processing plant or chemical plant located in the United States, except any such
pipeline, facility, station or plant that in the opinion of the Board of
Directors of the Issuer is not of material importance to the total business
conducted by the Issuer or its Subsidiaries. "Principal Property" shall not
include any oil or gas property or the production or any proceeds of production
from an oil or gas producing property or the production or any proceeds of
production of gas processing plants or oil or gas or petroleum products in any
pipeline. "Principal Property" shall also include any gas storage facility or
gas compressor station located in the United States, except any such facility or
station that in the opinion of the Board of Directors of the Issuer is not of
material importance to the total business conducted by the Issuer or its
Subsidiaries, and "Principal Property" shall not include any liquefied natural
gas plants and related storage facilities or any natural gas liquids processing
plants.


                  9. (a) The Issuer shall not consolidate with or merge into any
         other person or convey, transfer or lease its properties and assets
         substantially as an entirety to any person, and the Issuer shall not
         permit any person to consolidate with or merge into the Issuer or
         convey, transfer or lease its properties and assets substantially as an
         entirety to the Issuer unless:

                  (i) in case the Issuer shall consolidate with or merge into
         another person or convey, transfer or lease its properties and assets
         substantially as an entirety to any person, the person formed by such
         consolidation or into which the Issuer is merged or the person which
         acquires by conveyance or transfer, or which leases, the properties and
         assets of the Issuer substantially as an entirety shall be a
         corporation, partnership or trust, shall be organized and validly
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia (the "Successor Person") and shall
         expressly assume, by amendment to the Fiscal Agency Agreement signed by
         the Issuer and such Successor Person and delivered to the Fiscal Agent,
         the due and punctual payment of the principal of and interest on at the
         Securities and the performance or observance of every covenant hereof
         and of the Fiscal Agency Agreement on the part of the Issuer to be
         performed or observed;

                  (ii) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Issuer or
         any Subsidiary of it as a result of such transaction as having been
         incurred by the Issuer or any such Subsidiary at the time of such
         transaction, no event of default (as set forth in Paragraph 7), and no
         event which, with notice or lapse of time or both, would become such an
         event of default, shall have happened and be continuing;

                  (iii) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the Issuer
         or any Subsidiary of it would become subject to a mortgage, pledge,
         lien, security interest or other encumbrance which would not be
         permitted by Paragraph 8 hereof, the Issuer, or the Successor Person,
         as the case may be, shall take such steps as shall be necessary
         effectively to secure the Securities equally and ratably with (or prior
         to) all Indebtedness secured by such mortgage, pledge, lien, security
         interest or other encumbrance; and

                  (iv) the Issuer has delivered to the Fiscal Agent an Officers'
         Certificate and a written opinion or opinions of counsel satisfactory
         to the Fiscal Agent (who may be counsel to the Issuer), stating that
         such consolidation, merger, conveyance, transfer or lease and such
         amendment to the Fiscal Agency Agreement comply with this Paragraph 9
         and that all conditions precedent herein provided for relating to such
         transaction have been complied with.

                  (b) Upon any such consolidation or merger, or any conveyance,
         transfer or lease of the properties and assets of the Issuer
         substantially as an entirety in accordance with Paragraph 9(a), the
         Successor Person shall succeed to, and be substituted for, and may
         exercise every right and power of, the Issuer under the Fiscal Agency
         Agreement and the Securities with the same effect as if the Successor
         Person had been named as the Issuer in the Fiscal Agency Agreement and
         the Securities, and thereafter the Issuer, except in the case of a
         lease of its properties and assets, shall be released from its
         liability as obligor on any of the Securities and under the Fiscal
         Agency Agreement.

                  10. Section 8 of the Fiscal Agency Agreement, which requires
         the Issuer to provide registered holders of Securities or, in the case
         of clauses (a) and (b) thereof, designated prospective purchasers of
         Securities with certain information and an Officers' Certificate, is
         hereby incorporated mutatis mutandis by reference herein.


                  11. Until the date that is two years from the date of original
         issuance of the Securities, the Issuer will not, and will not permit
         any of its "affiliates" (as defined under Rule 144 under the Act or any
         successor provision thereto) to, resell any Securities which constitute
         "restricted securities" under Rule 144 that have been reacquired by any
         of them.

                  12. If any mutilated Security is surrendered to the Fiscal
         Agent, the Issuer shall execute, and the Fiscal Agent shall
         authenticate and deliver in exchange therefor, a new Security of like
         tenor and principal amount, bearing a number not contemporaneously
         outstanding.

     If there be delivered to the Issuer and the Fiscal Agent (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of each of them harmless, then, in the absence of notice to the Issuer
or the Fiscal Agent that such Security has been acquired by a bona fide
purchaser, the Issuer shall execute, and upon its request the Fiscal Agent shall
authenticate and deliver in lieu of any such destroyed, lost or stolen Security
a new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     Upon the issuance of any new Security under this Paragraph 12, the Issuer
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and the expenses of the Fiscal Agent) connected
therewith.

     Every new Security issued pursuant to this Paragraph 12 in lieu of any
destroyed, lost or stolen Security, shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone.

     Any new Security delivered pursuant to this Paragraph 12 shall be so dated
that neither gain nor loss in interest shall result from such exchange.

     The provisions of this Paragraph 12 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

     13. Section 12 of the Fiscal Agency Agreement, which Section is hereby
incorporated mutatis mutandis by reference herein, provides that, with certain
exceptions as therein provided and by written consent of a majority in the
principal amount of all Outstanding Securities, the Issuer and the Fiscal Agent
may modify, amend or supplement the Fiscal Agency Agreement or the terms of the
Securities or may give consents or waivers or take other actions with respect
thereto. Any such modification, amendment, supplement, consent, waiver or other
action shall be conclusive and binding on the holder of this Security and on all
future holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation thereof is made upon this Security. The Fiscal Agency Agreement and the
terms of the Securities may be modified or amended by the Issuer and the Fiscal
Agent, without the consent of any holders of Securities, for the purpose of (i)
adding to the covenants of the Issuer for the benefit of the holders of
Securities, or (ii) surrendering any right or power conferred upon the Issuer,
or (iii) securing the Securities pursuant to the requirements of the Securities
or otherwise, or (iv) evidencing the succession of another corporation to the
Issuer and the assumption by any such successor of the covenants and obligations
of the Issuer in the Securities or in the Fiscal Agency Agreement pursuant to
Paragraph 9 hereof, or (v) correcting or supplementing any defective provision
contained in the Securities or in the Fiscal Agency Agreement, to all of which
each holder of any Security, by acceptance thereof, consents.

     14. No reference herein to the Fiscal Agency Agreement and no provision of
this Security or of the Fiscal Agency Agreement shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.

     15. This Security is subject to the provisions of Section 15 of the Fiscal
Agency Agreement (which are incorporated mutatis mutandis by reference herein)
which provide for the defeasance at any time of (i) the entire indebtedness of
this Security or (ii) certain covenants and events of default, in each case upon
compliance with certain conditions set forth therein.

     16. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer will cause CUSIP numbers to be
printed on the Securities as a convenience to the holders of the Securities. [If
this Security is a Regulation S Security, insert- This Security will also bear
an ISIN number.] No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.

     17. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.






       [IF THIS SECURITY IS A GLOBAL SECURITY, INSERT AS A SEPARATE PAGE-]

                                                                    Schedule A

                             SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $___________________


      Date        Principal     Principal        Principal      Notation made on
   adjustment      amount         amount     amount following     behalf of the
      made        increase       decrease       adjustment       Transfer Agent
      ----        --------       --------       ----------       --------------








                                    EXHIBIT B

                          FORM OF TRANSFER CERTIFICATE
                   FOR TRANSFER OR EXCHANGE FROM REGULATION S
                  GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY


J.P. Morgan Trust Company, National Association,
  as Fiscal Agent
530 Mission Street, 13th Floor
San Francisco, CA 94105

                  Re :     NORTHERN NATURAL GAS COMPANY
                           5.375% Senior Notes due 2012

     Reference is hereby made to the Fiscal Agency Agreement, dated as of
October 15, 2002 (the "Fiscal Agency Agreement"), between Northern Natural Gas
Company and J.P. Morgan Trust Company, National Association, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.

     This letter relates to U.S. $_________ principal amount of Securities which
are evidenced by one or more Regulation S Global Securities in fully registered
form (CUSIP No. U66480AB7; ISIN No. USU66480AB75) and held with the U.S.
Depository by means of a book-entry interest through Euroclear or Clearstream in
the name of [insert name of transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest in the Regulation S Global
Security to a Person that will take delivery thereof (the "Transferee") in the
form of any equal principal amount of Securities evidenced by one or more Rule
144A Global Securities (CUSIP No. 665501AE2).

     In connection with such request and in respect of such Securities, the
Transferor does hereby certify that the interests in the Regulation S Global
Security are being transferred pursuant to and in accordance with Rule 144A
under United States Securities Act of 1933, as amended (the "Act", and,
accordingly, the Transferor does hereby further certify that the interests in
the Regulation S Global Security are being transferred to a Person that the
Transferor reasonably believes is purchasing the Securities for its own account,
or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A, in each case in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the underwriters and initial
purchasers of the Securities being transferred.

                                       [Insert Name of Transferor]

                                        By:
                                           ------------------------------------
                                      Name:
                                     Title:

Dated: __________

cc:      NORTHERN NATURAL GAS COMPANY

Signature Guaranty:_____________________

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Transfer Agent, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Transfer Agent in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.







                                    EXHIBIT C

                        FORM OF TRANSFER CERTIFICATE FOR
                  TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL
                   SECURITY TO RESTRICTED DEFINITIVE SECURITY


J.P. Morgan Trust Company, National Association, as Fiscal Agent
530 Mission Street, 13th Floor
San Francisco, CA 94105

                  Re :     NORTHERN NATURAL GAS COMPANY
                           5.375% SENIOR NOTES DUE 2012

     Reference is hereby made to the Fiscal Agency Agreement, dated as of
October 15, 2002 (the "Fiscal Agency Agreement"), between Northern Natural Gas
Company and J.P. Morgan Trust Company, National Association, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.

     This letter relates to U.S. $___________ principal amount of Securities
which are evidenced by one or more Regulation S Global Securities in fully
registered form (CUSIP No. U66480AB7; ISIN No. USU66480AB75) and held with the
U.S. Depository by means of a book-entry interest through Euroclear or
Clearstream in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest in the
Regulation S Global Security to a Person that will take delivery thereof (the
"Transferee") in the form of an equal principal amount of Securities evidenced
by a Restricted Definitive Security.

     In connection with such request and in respect of such Securities, the
Transferor does hereby certify that the interests in the Regulation S Global
Security are being transferred to a Person that the Transferor reasonably
believes is purchasing the Securities for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is an institutional "accredited investor"
as described in Rule 501(a)(1), (2), (3) or (7) under the Unites States
Securities Act of 1933, as amended (the "Act"), and is purchasing such
Securities for investment purposes and not with a view to, or for offer or sale
in connection with, any distribution in violation of the Act, in a transaction
in accordance with any applicable securities laws of the United States or any
state thereof.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the underwriters and initial
purchasers of the Securities being transferred.

                                        [Insert Name of Transferor]

                                        By:
                                           -------------------------------------
                                      Name:
                                     Title:

Dated:____________

cc:      NORTHERN NATURAL GAS COMPANY

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Transfer Agent, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Transfer Agent in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.





                                    EXHIBIT D

                          FORM OF TRANSFER CERTIFICATE
                FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL
                    SECURITY TO UNRESTRICTED GLOBAL SECURITY

J.P. Morgan Trust Company, National Association, as Fiscal Agent
530 Mission Street, 13th Floor
San Francisco, CA 94105

                  Re:      NORTHERN NATURAL GAS COMPANY
                           5.375% Senior Notes due 2012

     Reference is hereby made to the Fiscal Agency Agreement, dated as of
October 15, 2002 (the "Fiscal Agency Agreement"), between Northern Natural Gas
Company and J.P. Morgan Trust Company, National Association, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.

     This letter relates to U.S.$ _________ principal amount of Securities which
are evidenced by one or more Regulation S Global Securities (CUSIP No.
U66480AB7; ISIN No. USU66480AB75) and held with the U.S. Depository by means of
a book-entry interest through Euroclear or Clearstream in the name of [insert
name of transferor] (the "Transferor"). The Transferor has requested a transfer
of such beneficial interest in the Securities to a Person who will take delivery
thereof in the form of an equal principal amount of Securities evidenced by one
or more unrestricted Global Securities (CUSIP No._________).

     In connection with such request and in respect of such Securities, the
Transferor does hereby certify that such transfer has been effected pursuant to
and in accordance with either Rule 903, Rule 904 or Rule 144 under the Unites
States Securities Act of 1933, as amended (the "Act"), and accordingly the
Transferor does hereby further certify that:

(1)  if the transfer has been effected pursuant to Rule 903 or Rule 904:

(a)  the offer of the Securities was not made to a Person in the United States;

(b)  either:

(i)  at the time the buy order was originated, the transferee was outside the
     United States or the Transferor and any Person acting on its behalf
     reasonably believed that the transferee was outside the United States, or

(ii) the transaction was executed in, on or through the facilities of a
     designated offshore securities market and neither the Transferor nor any
     Person acting on its behalf knows that the transaction was pre-arranged
     with a buyer in the United States;

(c)  no directed selling efforts have been made in contravention of the
     requirements of Rule 903(b) or 904(b)of Regulation S, as applicable; and

(d)  the transaction is not part of a plan or scheme to evade the registration
     requirements of the Act; or

(2)  if the transfer has been effected pursuant to Rule 144, the Securities have
     been transferred in a transaction permitted by Rule 144.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the underwriters and initial
purchasers, if any, of the Securities being transferred. Terms used in this
certificate and not otherwise defined in the Fiscal Agency Agreement have the
meanings set forth in Regulation S under the Act.

                                        [Insert Name of Transferor]

                                        By:
                                           ------------------------------------
                                      Name:
                                     Title:
Dated: _____________

cc:  NORTHERN NATURAL GAS COMPANY

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Transfer Agent, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Transfer Agent in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.


                                    EXHIBIT E

                          FORM OF TRANSFER CERTIFICATE
                 FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
                    SECURITY TO REGULATION S GLOBAL SECURITY

J.P. Morgan Trust Company, National Association, as Fiscal Agent
530 Mission Street, 13th Floor
San Francisco, CA 94105

                  Re:      NORTHERN NATURAL GAS COMPANY
                           5.375% SENIOR NOTES DUE 2012

     Reference is hereby made to the Fiscal Agency Agreement, dated as of
October 15, 2002 (the "Fiscal Agency Agreement"), between Northern Natural Gas
Company and J.P. Morgan Trust Company, National Association, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.

     This letter relates to U.S.$ ________ principal amount of Securities which
are evidenced by one or more Rule 144A Global Securities (CUSIP No.
665501AE2)and held through the U.S. Depository in the name of [insert name of
transferor] (the "Transferor"). The Transferor has requested a transfer of such
beneficial interest in the Securities to a non-U.S. person who will take
delivery thereof in the form of an equal principal amount of Securities
evidenced by one or more Regulation S Global Securities (CUSIP No. U66480AB7;
ISIN No. USU66480AB75), which amount, immediately after such transfer, is to be
held with the U.S. Depository through Euroclear or Clearstream (Common Code
_______).

     In connection with such request and in respect of such Securities, the
Transferor does hereby certify that such transfer has been effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Unites States Securities
Act of 1933, as amended (the "Act"), and accordingly the Transferor does hereby
further certify that:

(3)  the offer of the Securities was not made to a Person in the United States;

(4)  either:

(a)  at the time the buy order was originated, the transferee was outside the
     United States or the Transferor and any Person acting on its behalf
     reasonably believed that the transferee was outside the United States, or

(b)  the transaction was executed in, on or through the facilities of a
     designated offshore securities market and neither the Transferor nor any
     Person acting on its behalf knows that the transaction was pre-arranged
     with a buyer in the United States;

(5)  no directed selling efforts have been made in contravention of the
     requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

(6)  the transaction is not part of a plan or scheme to evade the registration
     requirements of the Act; and

(7)  upon completion of the transaction, the beneficial interest being
     transferred as described above is to be held with the U.S. Depository
     through Euroclear or Clearstream (Common Code ___________).

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the underwriters or initial
purchasers, if any, of the initial offering of such Securities being
transferred. Terms used in this certificate and not otherwise defined in the
Fiscal Agency Agreement have the meanings set forth in Regulation S under the
Act.
                                           [Insert Name of Transferor]

                                        By:
                                           ------------------------------------
                                      Name:
                                     Title:
Dated:   ________________

cc:      NORTHERN NATURAL GAS COMPANY

Signature Guaranty:____________________

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Transfer Agent, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Transfer Agent in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.




                                    EXHIBIT F

                          FORM OF TRANSFER CERTIFICATE
                 FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
                   SECURITY TO RESTRICTED DEFINITIVE SECURITY

J.P. Morgan Trust Company, National Association, as Fiscal Agent
530 Mission Street, 13th Floor
San Francisco, CA 94105

                  Re:      NORTHERN NATURAL GAS COMPANY
                           5.375% SENIOR NOTES DUE 2012

     Reference is hereby made to the Fiscal Agency Agreement, dated as of
October 15, 2002 (the "Fiscal Agency Agreement"), between Northern Natural Gas
Company and J.P. Morgan Trust Company, National Association, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.

     This letter relates to U.S.$ _________ principal amount of Securities which
are evidenced by one or more Rule 144A Global Securities (CUSIP No. 665501AE2)
and held through the U.S. Depository in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Securities to a Person who will take delivery thereof in the
form of an equal principal amount of Securities evidenced by a Restricted
Definitive Security.

     In connection with such request and in respect of such Securities, the
Transferor does hereby certify that the interests in the Rule 144A Global
Security are being transferred to a Person that the Transferor reasonably
believes is purchasing the Securities for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is an institutional "accredited investor"
as described in Rule 501(a)(1), (2), (3) or (7) under the Unites States
Securities Act of 1933, as amended (the "Act"), and is purchasing such
Securities for investment purposes and not with a view to, or for offer or sale
in connection with, any distribution in violation of the Act, in a transaction
in accordance with any applicable securities laws of the United States or any
state thereof.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the underwriters and initial
purchasers, if any, of the Securities being transferred.

                                            [Insert Name of Transferor]

                                        By:
                                           ------------------------------------
                                      Name:
                                     Title:

Dated: ____________

cc:  NORTHERN NATURAL GAS COMPANY

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Transfer Agent, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Transfer Agent in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.



                                    EXHIBIT G

                          FORM OF TRANSFER CERTIFICATE
                 FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
                    SECURITY TO UNRESTRICTED GLOBAL SECURITY


J.P. Morgan Trust Company, National Association, as Fiscal Agent
530 Mission Street, 13th Floor
San Francisco, CA 94105

                  Re:      NORTHERN NATURAL GAS COMPANY
                           5.375% SENIOR NOTES DUE 2012

     Reference is hereby made to the Fiscal Agency Agreement, dated as of
October 15, 2002 (the "Fiscal Agency Agreement"), between Northern Natural Gas
Company and J.P. Morgan Trust Company, National Association, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.

     This letter relates to U.S.$ _________ principal amount of Securities which
are evidenced by one or more Rule 144A Global Securities (CUSIP No. 665501AE2)
and held through the U.S. Depository in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Securities to a Person who will take delivery thereof in the
form of an equal principal amount of Securities evidenced by one or more
unrestricted Global Securities (CUSIP No._________).

     In connection with such request and in respect of such Securities, the
Transferor does hereby certify that such transfer has been effected pursuant to
and in accordance with either Rule 903, Rule 904 or Rule 144 under the Unites
States Securities Act of 1933, as amended (the "Act"), and accordingly the
Transferor does hereby further certify that:

(8)  if the transfer has been effected pursuant to Rule 903 or Rule 904:

(a)  the offer of the Securities was not made to a Person in the United States;

(b)  either:

(i)  at the time the buy order was originated, the transferee was outside the
     United States or the Transferor and any Person acting on its behalf
     reasonably believed that the transferee was outside the United States, or

(ii) the transaction was executed in, on or through the facilities of a
     designated offshore securities market and neither the Transferor nor any
     Person acting on its behalf knows that the transaction was pre-arranged
     with a buyer in the United States;

(c)  no directed selling efforts have been made in contravention of the
     requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

(d)  the transaction is not part of a plan or scheme to evade the registration
     requirements of the Act; or

(9)  if the transfer has been effected pursuant to Rule 144, the Securities have
     been transferred in a transaction permitted by Rule 144.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the underwriters and initial
purchasers, if any, of the Securities being transferred. Terms used in this
certificate and not otherwise defined in the Fiscal Agency Agreement have the
meanings set forth in Regulation S under the Act.

                                            [Insert Name of Transferor]

                                        By:
                                           ------------------------------------
                                      Name:
                                     Title:

Dated: _____________

cc:  NORTHERN NATURAL GAS COMPANY

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Transfer Agent, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Transfer Agent in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.



                                    EXHIBIT H

                          FORM OF TRANSFER CERTIFICATE
          FOR TRANSFER AND EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES


J.P. Morgan Trust Company, National Association,
as Fiscal Agent
530 Mission Street, 13th Floor
San Francisco, CA 94105

                  Re:      NORTHERN NATURAL GAS COMPANY
                           5.375% SENIOR NOTES DUE 2012

     Reference is hereby made to the Fiscal Agency Agreement, dated as of
October 15, 2002 (the "Fiscal Agency Agreement"), between Northern Natural Gas
Company and J.P. Morgan Trust Company, National Association, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.

     This letter relates to U.S. $________________ principal amount of
Securities presented or surrendered on the date hereof (the "Surrendered
Securities") which are registered in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a transfer of such Surrendered
Securities registered in the name of a Person (the "Transferee") other than the
Transferor (each such transaction being referred to herein as a "transfer").

     In connection with such request and in respect of such Surrendered
Securities, the Transferor does hereby certify that:

                                   [CHECK ONE]

     (1)  the Surrendered Securities are being transferred to the Issuer or an
          Affiliate thereof;

     (2)  the Surrendered Securities are being transferred pursuant to and in
          accordance with Rule 144A under the United States Securities Act of
          1933, as amended (the "Act") and, accordingly, the Transferor does
          hereby further certify that the Surrendered Securities are being
          transferred to a Person that the Transferor reasonably believes is
          purchasing the Surrendered Securities for its own account, or for one
          or more accounts with respect to which such Person exercises sole
          investment discretion, and such Person and each such account is a
          "qualified institutional buyer" within the meaning of Rule 144A, in
          each case in a transaction meeting the requirements of Rule 144A and
          in accordance with any applicable securities laws of any state of the
          United States;

     (3)  the Surrendered Securities are being transferred to a Person that the
          Transferor reasonably believes is purchasing the Surrendered
          Securities for its own account or for one or more accounts with
          respect to which such Person exercise sole investment discretion, and
          such Person and each such account is an institutional "accredited
          investor" as described in Rule 501(a)(1), (2), (3) or (7) under the
          Act and is purchasing such Surrendered Securities for investment
          purposes and not with a view to, or for offer or sale in connection
          with, any distribution in violation of the Act in a transaction in
          accordance with any applicable securities laws of the United States or
          any state thereof. or

     (4)  the Surrendered Securities are being transferred pursuant to and in
          accordance with Regulation S and:

(a)  the offer of the Surrendered Securities was not made to a Person in the
     United States;

(b)  either:

(i)  at the time the buy order was originated, the transferee was outside the
     United States or the Transferor and any Person acting on its behalf
     reasonably believed that the transferee was outside the United States, or

(ii) the transaction was executed in, on or through the facilities of a
     designated offshore securities market and neither the Transferor nor any
     Person acting on its behalf knows that the transaction was prearranged with
     a buyer in the United States;

(c)  no directed selling efforts have been made in contravention of the require-
     ments of Rule 903(b) or 904(b) of Regulation S, as applicable; and

(d)  the transaction is not part of a plan or scheme to evade the registration
     requirements of the Act;

                                       or

     (5)  the Surrendered Securities are being transferred in a trans- action
          permitted by Rule 144.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the underwriters and initial
purchasers of the Securities being transferred.

                                             [Insert Name of Transferor]

                                         By:
                                            -----------------------------------
                                      Name:
                                     Title:

Dated:________________

cc:      NORTHERN NATURAL GAS COMPANY

Signature Guaranty:_____________________

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Transfer Agent, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Transfer Agent in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.