S-4

As filed with the Securities and Exchange Commission on August 23, 2006

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Northwest Pipeline Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	4922	87-0269236
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

295 Chipeta Way

Salt Lake City, Utah 84108

(801) 583-8800

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

James J. Bender, Esq.

Senior Vice President and General Counsel

The Williams Companies, Inc.

One Williams Center

Tulsa, Oklahoma 74172

(918) 573-2000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

With a copy to:

Richard M. Russo

Gibson, Dunn & Crutcher LLP

1801 California Street, Suite 4200

Denver, Colorado 80202

(303) 298-5700

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed Maximum	Amount of
Title of Each Class of	Amount	Maximum Offering	Aggregate	Registration
Securities to be Registered	to be Registered	Price Per Unit(1)	Offering Price(1)	Fee
7.00% Senior Notes due 2016	$175,000,000	100%	$175,000,000	$18,725

(1) Exclusive of accrued interest, if any, and estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.

SUBJECT TO COMPLETION, DATED AUGUST 23, 2006

PROSPECTUS

$175,000,000

Northwest Pipeline Corporation

Exchange Offer for All Outstanding

7.00% Senior Notes due 2016

(CUSIP Nos. 667748 AL1 and U66640 AB6)

for new 7.00% Senior Notes due 2016

that have been registered under the Securities Act of 1933

This exchange offer will expire at 5:00 p.m., New York City time,

on          , 2006, unless extended.

The Exchange Notes:

•  The terms of the registered 7.00% Senior Notes due 2016 to be issued in the exchange offer are substantially identical to the terms of the outstanding 7.00% Senior Notes due 2016, except that provisions relating to transfer restrictions, registration rights and additional interest will not apply to the exchange notes.

•  We are offering the exchange notes pursuant to a registration rights agreement that we entered into in connection with the issuance of the outstanding notes.

Material Terms of the Exchange Offer:

•  The exchange offer expires at 5:00 p.m., New York City time, on          , 2006, unless extended.

•  Upon expiration of the exchange offer, all outstanding notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of exchange notes.

•  You may withdraw tendered outstanding notes at any time at or prior to the expiration of the exchange offer.

•  The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.

•  The exchange of the exchange notes for outstanding notes will not be a taxable exchange for U.S. federal income tax purposes.

•  There is no existing public market for the outstanding notes or the exchange notes.

See “Risk Factors” beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated          , 2006

TABLE OF CONTENTS

	Page
Where You Can Find More Information		i
Incorporation by Reference		ii
Special Note Regarding Forward-Looking Statements		iii
Prospectus Summary		1
Risk Factors		8
Use of Proceeds		15
Capitalization		15
Management		16
The Exchange Offer		18
Description of Notes		26
Certain U.S. Federal Income Tax Considerations		40
Plan of Distribution		44
Legal Matters		45
Independent Registered Public Accounting Firm		45
Restated Certificate of Incorporation
Amended and Restated By-Laws
Opinion and Consent of Gibson, Dunn & Crutcher LLP
Statement of Computation of Ratio of Earnings to Fixed Charges
Consent of Independent Registered Public Accounting Firm
Power of Attorney
Statement of Eligibility of Trustee on Form T-1
Form of Letter of Transmittal
Substitute Form W-9 and Guidelines for Certification of Taxpayer ID Number
Form of Notice of Guaranteed Delivery
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

We have not authorized anyone to give any information or make any representation about us that is different from or in addition to that contained in this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized by us. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. You should assume that the information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the date of delivery of this prospectus or the sale of the securities made hereunder.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file annual, quarterly and special reports and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document that we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E. Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov. Unless specifically listed under “Incorporation by Reference” below, the information contained on the SEC web site is not intended to be incorporated by reference in this prospectus and you should not consider that information a part of this prospectus.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide without charge to each person to whom a copy of this prospectus has been delivered, who makes a written or oral request, this information and any and all of the documents referred to herein, including the registration rights agreement and the indenture for the notes, which are summarized in this prospectus, by writing or calling us at the following address or telephone number.

Northwest Pipeline Corporation

c/o Williams Gas Pipeline Company, LLC

Attention: General Counsel

2800 Post Oak Blvd.

Houston, Texas 77056

(713) 215-2000

In order to ensure timely delivery, you must request the information no later than five business days before the expiration of the exchange offer.

INCORPORATION BY REFERENCE

We incorporate by reference into this prospectus the following documents we have filed with the SEC, which means that we can disclose important information to you by referring you to those filings:

•  our Annual Report on Form 10-K for the year ended December 31, 2005;

•  our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2006 and the quarter ended June 30, 2006; and

•  our Current Reports on Form 8-K filed with the SEC on June 19, 2006 and June 23, 2006.

We also incorporate by reference each of the documents that we file with the SEC (excluding those filings made under Items 2.02 or 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit) under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the completion of the exchange offer. Any statements made in such documents will automatically update and supersede the information contained in this prospectus, and any statements made in this prospectus update and supersede the information contained in past SEC filings incorporated by reference into this prospectus.

ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this prospectus includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters. Words such as “anticipates,” “believes,” “could,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “might,” “objective,” “planned,” “potential,” “projects,” “scheduled,” and “should” and other similar expressions identify those statements that are forward-looking. These statements are based on management’s beliefs and assumptions and on information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

•  future utilization of pipeline capacity, which can depend on energy prices, competition from other pipelines and alternative fuels, the general level of natural gas demand, decisions by customers not to renew expiring natural gas transportation contracts, adequate supplies of natural gas and weather conditions;

•  amounts and nature of capital expenditures, including the ability to raise capital and fund capital expenditures in a cost-effective manner;

•  changes in federal, state or local laws and regulations to which we are subject, including allowed rates of return and related regulatory matters, tax, environmental, employment, safety, and security laws and regulations;

•  the ability to control costs;

•  the ability to maintain existing markets;

•  the ability to obtain governmental and regulatory approval of various expansion projects;

•  the cost and effects of legal and administrative proceedings;

•  the effect of changes in accounting policies;

•  changes in general economic conditions in the United States;

•  global and domestic economic repercussions from terrorist activities and the government’s response to such terrorist activities;

•  the potential decline in credit quality of our shippers;

•  the ability to implement expansions; and

•  other factors, including the risks outlined under “Risk Factors.”

Other factors and assumptions not identified above may also have been involved in deriving these forward-looking statements, and the failure of those other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements.

iii

PROSPECTUS SUMMARY

The following summary contains basic information about us and this exchange offer, but does not contain all the information that may be important to you. For a more complete understanding of this exchange offer, we encourage you to read this entire prospectus and the documents incorporated by reference herein. You should carefully consider the information set forth under “Risk Factors.” In addition, certain statements are forward-looking statements, which involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” References in this prospectus to “we,” “us,” “our,” and the “Company” refer to Northwest Pipeline Corporation, unless the context indicates otherwise.

NORTHWEST PIPELINE CORPORATION

We are an interstate natural gas transportation company that owns and operates a natural gas pipeline system extending from the San Juan basin in northwestern New Mexico and southwestern Colorado through the states of Colorado, Utah, Wyoming, Idaho, Oregon, and Washington to a point on the Canadian border near Sumas, Washington. We provide services for markets in California, New Mexico, Colorado, Utah, Nevada, Wyoming, Idaho, Oregon, and Washington directly or indirectly through interconnections with other pipelines.

At June 30, 2006, our system had long-term firm transportation agreements with peaking capacity of approximately 3.4 MMDth (million dekatherms) of gas per day and was comprised of approximately 4,100 miles of mainline and lateral transmission pipelines and 42 transmission compressor stations. Our compression facilities have a combined sea level-rated capacity of approximately 462,000 horsepower.

In 2005, we served a total of 143 transportation and storage customers. Our transportation customers include distribution companies, municipalities, interstate and intrastate pipelines, gas marketers, and direct industrial users. In 2005, our two largest customers were Puget Sound Energy, Inc. and Northwest Natural Gas Co., which accounted for approximately 17.6% and 11.0%, respectively, of our total operating revenues. No other customer accounted for more than 10% of our total operating revenues in 2005. Our firm transportation and storage agreements are generally long-term agreements with various expiration dates and account for the major portion of our business. Additionally, we offer interruptible and short-term firm transportation services.

The credit ratings on our senior unsecured long-term debt as of December 31, 2005 and June 30, 2006 are shown below.

	December 31,		June 30,
	2005		2006
Moody’s Investors Service		Ba2		Ba1
Standard and Poor’s		B+		BB−
Fitch Ratings		BB+		BBB−

As of June 30, 2006, Standard and Poor’s evaluation of our credit rating outlook was positive and the Moody’s Investors Service and Fitch Ratings evaluations of our credit rating outlook were stable.

We are a wholly-owned subsidiary of Williams Gas Pipeline Company, LLC (“WGP”), which is a wholly-owned subsidiary of The Williams Companies, Inc. (“Williams”). Williams is a natural gas company that has been active in constructing gas pipelines since 1916 and in operating interstate natural gas pipelines since 1983. We were incorporated in Delaware in 1965. Our principal executive offices are located at 295 Chipeta Way, Salt Lake City, Utah 84108 and our telephone number is (801) 583-8800.

1

SUMMARY OF THE EXCHANGE OFFER

The following is a summary of the principal terms of the exchange offer. A more detailed description is contained in the section “The Exchange Offer.” The term “outstanding notes” refers to our outstanding 7.00% Senior Notes due 2016, which were issued on June 22, 2006. The term “exchange notes” refers to our 7.00% Senior Notes due 2016 offered by this prospectus, which have been registered under the Securities Act of 1933, as amended, or the Securities Act. The term “notes” refers to the outstanding notes and the exchange notes offered in the exchange offer, collectively. The term “indenture” refers to the indenture that governs both the outstanding notes and the exchange notes.

The Exchange Offer	We are offering to exchange $1,000 principal amount of exchange notes, which have been registered under the Securities Act, for each $1,000 principal amount of outstanding notes, subject to a minimum exchange of $2,000. As of the date of this prospectus, $175,000,000 aggregate principal amount of the outstanding notes is outstanding. We issued the outstanding notes in a private transaction for resale pursuant to Rule 144A of the Securities Act. The terms of the exchange notes are substantially identical to the terms of the outstanding notes, except that provisions relating to transfer restrictions, registration rights and rights to increased interest in addition to the stated interest rate on the outstanding notes (‘‘Additional Interest”) will not apply to the exchange notes.
	In order to exchange your outstanding notes for exchange notes, you must properly tender them at or before the expiration of the exchange offer.
Expiration Time	The exchange offer will expire at 5:00 p.m., New York City time, on          , 2006, unless the exchange offer is extended, in which case the expiration time will be the latest date and time to which the exchange offer is extended. See “The Exchange Offer — Terms of the Exchange Offer; Expiration Time.”
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, see “Exchange Offer — Conditions to the Exchange Offer,” some of which we may waive in our sole discretion. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered.
Procedures for Tendering Outstanding Notes	You may tender your outstanding notes through book-entry transfer in accordance with The Depository Trust Company’s Automated Tender Offer Program, known as ATOP. If you wish to accept the exchange offer, you must:
	• complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in the letter of transmittal, and mail or otherwise deliver the letter of transmittal, together with your outstanding notes, to the exchange agent at the address set forth under “The Exchange Offer — The Exchange Agent;” or
	• arrange for The Depository Trust Company to transmit to the exchange agent certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, and transfer

2

	the outstanding notes being tendered into the exchange agent’s account at The Depository Trust Company.
	You may tender your outstanding notes for exchange notes in whole or in part in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
	See “The Exchange Offer — How to Tender Outstanding Notes for Exchange.”
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and time will not permit your required documents to reach the exchange agent by the expiration time, or the procedures for book-entry transfer cannot be completed by the expiration time, you may tender your outstanding notes according to the guaranteed delivery procedures described in “The Exchange Offer — Guaranteed Delivery Procedures.”
Special Procedures for Beneficial Owners	If you beneficially own outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf. See “The Exchange Offer — How to Tender Outstanding Notes for Exchange.”
Withdrawal of Tenders	You may withdraw your tender of outstanding notes at any time at or prior to the expiration time by delivering a written notice of withdrawal to the exchange agent in conformity with the procedures discussed under “The Exchange Offer — Withdrawal Rights.”
Acceptance of Outstanding Notes and Delivery of Exchange Notes	Upon consummation of the exchange offer, we will accept any and all outstanding notes that are properly tendered in the exchange offer and not withdrawn at or prior to the expiration time. The exchange notes issued pursuant to the exchange offer will be delivered promptly after acceptance of the tendered outstanding notes. See “The Exchange Offer — Terms of the Exchange Offer; Expiration Time.”
Registration Rights Agreement	We are making the exchange offer pursuant to the registration rights agreement that we entered into in June 2006 with the initial purchasers of the outstanding notes.
Resales of Exchange Notes	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:
	• you are not an “affiliate” of ours;
	• the exchange notes you receive pursuant to the exchange offer are being acquired in the ordinary course of your business;
	• you have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer;
	• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, a distribution of the exchange notes issued in the exchange offer; and

3

	• if you are a broker-dealer, you will receive the exchange notes for your own account, the outstanding notes were acquired by you as a result of market-making or other trading activities, and you will deliver a prospectus when you resell or transfer any exchange notes issued in the exchange offer. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers in the exchange offer.
	If you do not meet these requirements, your resale of the exchange notes must comply with the registration and prospectus delivery requirements of the Securities Act.
	Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties. The staff of the SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer.
	If our belief is not accurate and you transfer an exchange note without delivering a prospectus meeting the requirements of the federal securities laws or without an exemption from these laws, you may incur liability under the federal securities laws. We do not and will not assume, or indemnify you against, this liability.
	See “The Exchange Offer — Consequences of Exchanging Outstanding Notes.”
Consequences of Failure to Exchange Your Outstanding Notes	If you do not exchange your outstanding notes in the exchange offer, your outstanding notes will continue to be subject to the restrictions on transfer provided in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold unless registered or sold in a transaction exempt from registration under the Securities Act and applicable state securities laws. If a substantial amount of the outstanding notes is exchanged for a like-amount of the exchange notes, the liquidity and the trading market for your untendered outstanding notes could be adversely affected.
	See “The Exchange Offer — Consequences of Failure to Exchange Outstanding Notes.”
Exchange Agent	The exchange agent for the exchange offer is JPMorgan Chase Bank, N.A. For additional information, see “The Exchange Offer — Exchange Agent” and the accompanying letter of transmittal.
Certain Federal Income Tax Consequences	The exchange of your outstanding notes for exchange notes will not be a taxable exchange for United States federal income tax purposes. You should consult your own tax advisor as to the tax consequences to you of the exchange offer, as well as tax consequences of the ownership and disposition of the exchange notes. For additional information, see “Certain United States Federal Income Tax Considerations.”

4

SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

The terms of the exchange notes are substantially the same as the outstanding notes, except that provisions relating to transfer restrictions, registration rights and Additional Interest will not apply to the exchange notes. The following is a summary of the principal terms of the exchange notes. A more detailed description is contained in the section “Description of Notes” in this prospectus.

Issuer	Northwest Pipeline Corporation.
Securities Offered	$175,000,000 aggregate principal amount of 7.00% Senior Notes due 2016. The exchange notes will not be listed on any securities exchange.
Maturity Date	June 15, 2016.
Interest Payment Dates	June 15 and December 15 of each year, commencing on December 15, 2006.
Ranking	The exchange notes will be our senior unsecured obligations and will rank pari passu with all of our existing and future senior unsecured indebtedness.
Certain Covenants	The indenture governing the notes contains covenants that, among other things, restrict our ability to grant liens on our assets, enter into sale and leaseback transactions, and merge, consolidate or transfer or lease all or substantially all of our assets. These covenants are subject to important qualifications and exceptions. See “Description of Notes — Certain covenants.”
Optional Redemption	We may redeem some or all of the exchange notes at any time at the redemption prices described in “Description of Notes — Optional Redemption.”
Further Issues	The indenture allows us to create and issue further notes from time to time. The notes and any additional notes subsequently issued under the indenture will be treated as a single series for all purposes under the indenture. See “Description of Notes.”
Minimum Denominations	The notes will be issued only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
Trustee	JPMorgan Chase Bank, N.A.
Risk Factors	See “Risk Factors” for a discussion of certain risks you should carefully consider.

5

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table sets forth our selected historical financial data for each of the periods indicated. The selected financial data (excluding the operating data) as of December 31, 2005 and 2004 and for each of the years ended December 31, 2005, 2004, and 2003 have been derived from our audited financial statements that are incorporated by reference in this prospectus. See “Where You Can Find More Information.” The selected financial data (excluding the operating data) as of December 31, 2003, 2002, and 2001 and for each of the years ended December 31, 2002 and 2001 have been derived from our audited financial statements that are not included, or incorporated by reference, in this prospectus. The selected financial data (excluding the operating data) as of June 30, 2006 and for the six-month periods ended June 30, 2005 and 2006 have been derived from our unaudited condensed financial statements that are incorporated by reference in this prospectus. The selected financial data should be read in conjunction with such financial statements, the notes thereto, and the related management’s narrative analysis of the results of operations. Our unaudited condensed financial statements have been prepared on the same basis as our audited financial statements and, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of our financial condition, results of operations and cash flows for such periods. Operating results for the six months ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.

	Six Months Ended
	June 30,						Year Ended December 31,
	2006			2005			2005			2004			2003			2002			2001
	(Dollars in thousands, except operating data)
Income Statement Data:
Operating Revenues	$	159,553		$	159,190		$	321,457		$	338,532		$	323,353		$	297,619		$	285,171
Operating Expenses:
General and administrative		26,836			25,260			49,749			51,062			45,693			49,338			40,657
Operation and maintenance		30,334			23,527			53,330			42,878			31,842			32,279			37,000
Depreciation		35,184			32,193			66,333			65,615			66,735			58,988			58,654
Regulatory credits		(2,616	)		(2,190	)		(4,446	)		(7,180	)		(6,357	)		28			—
Taxes, other than income taxes		8,914			8,238			15,115			17,492			19,220			12,352			13,441
Impairment charges		—			—			—			8,872	(1)		25,643	(2)		—			—
Total Operating Expenses		98,652			87,028			180,081			178,739			182,776			152,985			149,752
Operating Income		60,901			72,162			141,376			159,793			140,577			144,634			135,419
Other Income (net)		10,886			5,163			10,597			5,278			14,178			10,374			2,278
Interest Charges:
Interest on long-term debt		19,189			19,223			38,164			38,721			37,144			25,577			25,670
Other interest		1,913			1,715			3,389			3,368			3,388			2,688			5,302
Allowance for borrowed funds used during construction		(1,600	)		(658	)		(1,529	)		(452	)		(3,589	)		(2,638	)		(448	)
Total Interest Charges		19,502			20,280			40,024			41,637			36,943			25,627			30,524
Income Before Income Taxes		52,285			57,045			111,949			123,434			117,812			129,381			107,173
Provision for Income Taxes		18,909			21,539			40,194			46,779			44,518			48,750			40,132
Net Income	$	33,376		$	35,506		$	71,755		$	76,655		$	73,294		$	80,631		$	67,041
Cash Dividends on Common Stock	$	—		$	50,000		$	50,000		$	60,000		$	—		$	—		$	20,000

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	Six Months Ended
	June 30,						Year Ended December 31,
	2006			2005			2005			2004			2003			2002			2001
	(Dollars in thousands, except operating data)
Cash Flow and Other Financial Data:
Net Cash Provided by Operating Activities	$	94,253		$	57,776		$	108,135		$	181,848		$	218,808		$	136,487		$	105,906
Capital Expenditures		(136,256	)		(41,553	)		(137,232	)		(102,213	)		(294,524	)		(181,843	)		(94,923	)
Ratio of Earnings to Fixed Charges(3)		3.44			3.67			3.64			3.86			3.81			5.31			4.25
Operating Data:
Transportation volumes (trillion British Thermal Units)		322			327			673			650			682			729			734

	As of June 30,		As of December 31,
	2006		2005		2004		2003		2002		2001
			(Dollars in thousands)
Balance Sheet Data:
Net property, plant and equipment	$	1,440,014	$	1,328,895	$	1,340,036	$	1,312,949	$	1,104,565	$	967,643
Total assets		1,838,790		1,616,104		1,589,936		1,530,704		1,232,673		1,143,744
Long-term debt, less current maturities		687,039		512,580		520,062		527,542		360,023		367,503
Total common stockholder’s equity		742,518		708,757		687,002		669,959		593,839		516,422

(1)	Previously capitalized costs related to one segment of pipe that we determined not to return to service.
(2)	Software development costs associated with a service delivery system. Subsequent to the implementation of this system at Transcontinental Gas Pipe Line Corporation in 2003 and a determination of the unique and additional programming requirements that would be needed to complete the system for us, management determined that the system would not be implemented.
(3)	For purposes of computing the ratio of earnings to fixed charges, earnings are divided by fixed charges. “Earnings” represent the aggregate of (a) our pre-tax income, and (b) fixed charges, net of interest capitalized. “Fixed charges” represent interest (whether expensed or capitalized), the amortization of total debt premium, discount and expense and that portion of rentals considered to be representative of the interest factor.

7

RISK FACTORS

The exchange notes involve substantial risks similar to those associated with the outstanding notes. To understand these risks you should carefully consider the risk factors set forth below, together with all of the other information included or incorporated by reference in this prospectus.

Risks Relating to the Exchange

We cannot assure you that an active trading market for the exchange notes will exist if you desire to sell the exchange notes.

There is no existing public market for the outstanding notes or the exchange notes. The liquidity of any trading market in the exchange notes, and the market prices quoted for the exchange notes, may be adversely affected by changes in the overall market for these types of securities, and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that you will be able to sell the exchange notes or that, if you can sell your exchange notes, you will be able to sell them at an acceptable price.

You may have difficulty selling any outstanding notes that you do not exchange.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to hold outstanding notes subject to restrictions on their transfer. Those transfer restrictions are described in the indenture governing the outstanding notes and in the legend contained on the outstanding notes, and arose because we originally issued the outstanding notes under an exemption from the registration requirements of the Securities Act.

In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not currently intend to register the outstanding notes under the Securities Act or any state securities laws. If a substantial amount of the outstanding notes is exchanged for a like-amount of the exchange notes issued in the exchange offer, the liquidity of your outstanding notes could be adversely affected. See “The Exchange Offer — Consequences of Failure to Exchange Outstanding Notes” for a discussion of additional consequences of failing to exchange your outstanding notes.

Risks Relating to the Notes

We may not be able to service our debt.

Our ability to pay or to refinance our indebtedness, including the notes, will depend upon our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business, and other factors beyond our control.

We anticipate that our operating cash flow, together with funds we anticipate being available to us under Williams’ credit facility (described below) and through other sources, including advances from Williams and further issuances, if needed, in the capital markets, will be sufficient to meet anticipated future operating expenses, to fund capital expenditures and to service our debt as it becomes due. However, we cannot assure you that our business will generate sufficient cash flow from operations, or that we will be able to borrow additional funds or raise funds in the capital markets in amounts sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. Williams, we, and certain of Williams’ other subsidiaries are parties to a credit facility. Our ability to borrow under that facility depends not only on our financial performance, but also on the ability of those other parties to comply with their obligations under the facility. The amount of funds available to us under that facility could be diminished at any time at which other borrowers under the facility are borrowing under it or if the commitments under it are reduced.

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Risks Related to Our Industry and Business

Decreases in the volume of natural gas contracted or transported through our pipeline system for any of the reasons described below will adversely affect our business.

Expiration of firm transportation agreements.  A substantial portion of our operating revenues are generated through firm transportation agreements that expire periodically and must be renegotiated and extended or replaced. We cannot give any assurance as to whether any of these agreements will be extended or replaced or that the terms of any renegotiated agreements will be as favorable to us as the existing agreements. Upon the expiration of these agreements, should customers turn back or substantially reduce their commitments, we could experience a significant decline in our revenues.

Decreases in natural gas production.  The development of additional natural gas reserves requires significant capital expenditures by others for exploration and development drilling and the installation of production, gathering, storage, transportation, and other facilities that permit natural gas to be produced and delivered to our pipeline system. Low prices for natural gas, regulatory limitations, or the lack of available capital for these projects could adversely affect the development of additional reserves and production, gathering, storage and pipeline transmission, and the import and export of natural gas supplies. Further, additional natural gas reserves might not be developed in commercial quantities and in sufficient amounts to fill the capacities of our transmission pipeline facilities. Additionally, in some cases, new liquefied natural gas (LNG) import facilities built near our markets could result in less demand for our transmission facilities.

Decreases in demand for natural gas.  Demand depends on the ability and willingness of shippers with access to our facilities to satisfy their demand by deliveries through our system. Any decrease in this demand could adversely affect our business. Demand for natural gas is also dependent upon the impact of weather, future industrial and economic conditions, fuel conservation measures, alternative fuel requirements, governmental regulation, or technological advances in fuel economy and energy generation devices, all of which are matters beyond our control.

Competitive pressures.  Although most of our pipeline system’s current capacity is contracted under firm transportation service agreements, the Federal Energy Regulatory Commission, or the FERC, has taken certain actions to strengthen market forces in the natural gas pipeline industry that have led to increased competition throughout the industry. In a number of key markets, interstate pipelines are now facing competitive pressure from other major pipeline systems, enabling local distribution companies and end-users to choose a transmission provider based on considerations other than location. Other entities could construct new pipelines or expand existing pipelines that could potentially serve the same markets as our pipeline system. Any such new pipelines could offer transportation services that are more desirable to shippers because of locations, facilities, or other factors. These new pipelines could charge rates or provide service to locations that would result in greater net profit for shippers and producers and thereby force us to lower the rates charged for service on our pipeline in order to extend our existing transportation service agreements or to attract new customers. We are aware of proposals by competitors to expand pipeline capacity in certain markets that we also serve. There can be no assurance that any such proposed project might not proceed and increase the competitive pressures upon us.

Our transporting activities involve numerous risks that might result in accidents and other operating risks and costs.

Our operations are subject to all the risks and hazards typically associated with the transportation of natural gas. These operating risks include, but are not limited to:

•  blowouts, cratering, and explosions;

•  uncontrollable flows of natural gas;

•  fires;

•  pollution and other environmental risks;

•  natural disasters; and

•  terrorist attacks or threatened attacks on our facilities or those of other energy companies.

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In addition, there are inherent in our gas transporting properties a variety of hazards and operating risks, such as the undetected deterioration or failure of our pipelines, as well as leaks, explosions, and mechanical problems that could result from these as well as other causes and that in all cases could cause substantial financial losses. In addition, these risks could result in loss of human life, significant damage to property, environmental pollution, impairment of our operations, and substantial losses to us. In accordance with customary industry practice, we maintain insurance against some, but not all, of these risks and losses. The location of pipelines near populated areas, including residential areas, commercial business centers, and industrial sites, could increase the level of damages resulting from these risks. Certain segments of our pipeline run through such areas. In spite of our precautions, an event such as those described above could occur, and not only could cause considerable harm to people or property, but could have a material adverse effect on our financial position and results of operations, particularly if the event is not fully covered by insurance. Accidents or other operating risks could further result in loss of service available to our customers. Such circumstances, including those arising from maintenance and repair activities, could result in service interruptions on segments of our pipeline infrastructure.

Potential customer impacts arising from service interruptions on segments of our pipeline infrastructure could include limitations on the pipeline’s ability to satisfy customer requirements, obligations to provide reservation charge credits to customers in times of constrained capacity, and solicitation of existing customers by others for potential new pipeline projects that would compete directly with our existing service.

Costs of environmental liabilities and complying with existing and future environmental regulations could exceed our current expectations.

Our operations are subject to extensive environmental regulation pursuant to a variety of federal, state, and municipal laws and regulations. Such laws and regulations impose, among other things, restrictions, liabilities, and obligations in connection with the generation, handling, use, storage, transportation, treatment, and disposal of hazardous substances and wastes, in connection with spills, releases, and emissions of various substances into the environment, and in connection with the operation, maintenance, abandonment, and reclamation of our facilities.

Compliance with environmental laws will require significant expenditures including for clean up costs and damages arising out of contaminated properties. The possible failure to comply with environmental laws and regulations might result in the imposition of fines and penalties. We are generally responsible for all liabilities associated with the environmental condition of our facilities and assets, whether acquired or developed, regardless of when the liabilities arose and whether they are known or unknown. In connection with certain acquisitions and divestitures, we could acquire, or be required to provide indemnification against, environmental liabilities that could expose us to material losses, which may not be covered by insurance. In addition, the steps we could be required to take to bring certain facilities into compliance could be prohibitively expensive, and we might be required to shut down, divest or alter the operation of those facilities, which might cause us to incur losses. Although we do not expect that the costs of complying with current environmental laws will have a material adverse effect on our financial condition or results of operations, no assurance can be given that the costs of complying with environmental laws in the future will not have such an effect.

We make assumptions and develop expectations about possible expenditures related to environmental conditions based on current laws and regulations and current interpretations of those laws and regulations. If the interpretation of laws or regulations, or the laws and regulations themselves, change, our assumptions may change. Our regulatory rate structure and our contracts with customers might not allow us to recover capital costs we incur to comply with the new environmental regulations. Also, we might not be able to obtain or maintain from time to time all required environmental regulatory approvals for certain development projects. If there is a delay in obtaining any required environmental regulatory approvals or if we fail to obtain and comply with the conditions of such approvals, the operation of our facilities could be prevented or become subject to additional costs, resulting in potentially material adverse consequences to our operations.

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Risks Related to Strategy and Financing

Our debt agreements impose restrictions on us that may adversely affect our ability to operate our business.

Certain of our debt agreements contain covenants that restrict or limit, among other things, our ability to create liens supporting indebtedness, sell assets, make certain distributions, and incur additional debt. In addition, our debt agreements contain, and those we enter into in the future may contain, financial covenants and other limitations with which we will need to comply. Our ability to comply with these covenants may be affected by many events beyond our control, and we cannot assure you that our future operating results will be sufficient to comply with the covenants or, in the event of a default under any of our debt agreements, to remedy that default.

Our failure to comply with the covenants in our debt agreements and other related transaction documents could result in events of default. Upon the occurrence of any such event of default, the lenders could elect to declare all amounts outstanding under a particular agreement or facility to be immediately due and payable and terminate all commitments, if any, to extend further credit. An event of default or an acceleration under one debt agreement could cause a cross-default or cross-acceleration of another debt agreement. Such a default or acceleration could have a wider impact on our liquidity than might otherwise arise from a default or acceleration of a single debt instrument. If an event of default occurs, or if other debt agreements cross-default, and the lenders under the affected debt agreements accelerate the maturity of any loans or other debt outstanding to us, we may not have sufficient liquidity to repay amounts outstanding under such debt agreements.

Our lack of investment grade credit ratings from all credit rating agencies increases our costs of doing business in many ways and increases our risks from market disruptions and credit downgrades.

Because we do not have an investment grade credit rating from all credit rating agencies, our transactions require greater credit assurances to satisfy credit support requirements. In addition, we are more vulnerable to the impact of market disruptions or a downgrade of our credit ratings that might further increase our cost of borrowing or further impair our ability to access one or any of the capital markets. Such disruptions could include:

•  further economic downturns;

•  deteriorating capital market conditions generally;

•  declining market prices for electricity and natural gas; and

•  the overall health of the energy industry, including the bankruptcy or insolvency of other energy companies.

Williams can exercise substantial control over our dividend policy and our business and operations and may do so in a manner that is adverse to our and/or your interests.

We are an indirect wholly-owned subsidiary of Williams. Our board of directors, which is elected by WGP, which in turn is controlled by Williams, exercises substantial control over our business and operations and makes determinations with respect to, among other things, the following:

•  payment of dividends and repayment of advances;

•  decisions on financings and our capital raising activities;

•  mergers or other business combinations; and

•  acquisition or disposition of assets.

Our board of directors could decide to increase dividends or advances to our parent entities. This could adversely affect our liquidity. Moreover, various Williams credit facilities include covenants prohibiting restrictions on the ability of Williams entities, including us, to make advances to Williams and its other

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subsidiaries, which could make the terms on which we may be able to secure additional future financing less favorable.

The financial condition and liquidity of Williams affects our access to capital, our credit standing, and our financial condition.

Substantially all of Williams’ operations are conducted through its subsidiaries. Williams’ cash flows are substantially derived from loans and dividends paid to it by its subsidiaries, including WGP, our parent company under which Williams’ interstate natural gas pipelines and gas pipeline joint venture investments are grouped. Williams’ cash flows are typically utilized to service debt and pay dividends on the common stock of Williams, with the balance, if any, reinvested in its subsidiaries as contributions to capital.

Our credit ratings and credit availability are impacted by Williams’ credit standing. If Williams were to experience a deterioration in its credit standing or liquidity difficulties, our access to credit and our credit ratings could be adversely affected.

Despite Williams’ restructuring efforts, we may not attain investment grade ratings from all credit rating agencies.

Credit rating agencies perform independent analysis when assigning credit ratings. Given the significant changes in capital markets and the energy industry over the last few years, credit rating agencies continue to review the criteria for attaining investment grade ratings and make changes to those criteria from time to time. Our goal is to attain investment grade ratios. However, there is no guarantee that the credit rating agencies will assign us investment grade ratings even if we or Williams meet or exceed their criteria for investment grade ratios.

We are exposed to the credit risk of our customers in the ordinary course of our business.

We are exposed to the credit risk of our customers in the ordinary course of our business. Generally our customers are rated investment grade or are required to make pre-payments or provide security to satisfy credit concerns. However, we cannot predict at this time to what extent our business would be impacted by deteriorating conditions in the energy sector, including declines in our customers’ creditworthiness.

Risks Related to Regulations that Affect Our Industry

Our transmission and storage operations are subject to government regulations and rate proceedings that could have an adverse impact on the profitability of these operations.

Our interstate transmission and storage operations are subject to the FERC’s rules and regulations in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The FERC’s regulatory authority extends to:

•  transportation and sale for resale of natural gas in interstate commerce;

•  rates and charges;

•  construction;

•  acquisition, extension, or abandonment of services or facilities;

•  accounts and records;

•  depreciation and amortization policies; and

•  operating terms and conditions of service.

Regulatory actions in these areas can affect our business in many ways, including decreasing tariff rates and revenues, decreasing volumes in our pipelines, increasing our costs and otherwise altering the profitability of our business.

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The FERC’s Order No. 2004 contains standards of conduct for transmission providers when dealing with “energy affiliates” as defined by the rule. The standards of conduct are intended to prevent transmission providers from preferentially benefiting their energy affiliates by requiring the employees of a transmission provider to function independently from employees of energy affiliates and by restricting the information that transmission providers may provide to energy affiliates. The inefficiencies created by the restrictions on the sharing of employees and information may increase our costs, and the restrictions on the sharing of information may have an adverse impact on our senior management’s ability to effectively obtain important information about our business. Violators of the rules are subject to potentially substantial civil penalty assessments.

The outcome of pending rate cases to set the rates we can charge customers on our pipeline might result in rates that lower our return on the capital that we have invested in our pipeline.

We filed a rate case with the FERC on June 30, 2006 to request changes to the rates we charge. The new rates will become effective during the first quarter of 2007, subject to refund if the final rates approved by the FERC are lower than the rates proposed in the rate case. The outcome of this rate case is uncertain. There is a risk that rates set by the FERC will lower our return on the capital that we have invested in our assets. There is also the risk that higher rates will cause us to discount our services or result in our customers seeking alternative ways to transport their natural gas.

Legal and regulatory proceedings and investigations relating to the energy industry and capital markets have adversely affected our business and may continue to do so.

Public and regulatory scrutiny of the energy industry and of the capital markets has resulted in increased regulation being either proposed or implemented. Such scrutiny has also resulted in various inquiries, investigations, and court proceedings in which we are a named defendant. Such inquiries, investigations and court proceedings are ongoing and continue to adversely affect our business as a whole. We might see these adverse effects continue as a result of the uncertainty of these ongoing inquiries and proceedings, or additional inquiries and proceedings by federal or state regulatory agencies or private plaintiffs. In addition, we cannot predict the outcome of any of these inquiries or whether these inquiries will lead to additional legal proceedings against us, civil or criminal fines or penalties, or other regulatory action, including legislation, which might be materially adverse to the operation of our business and our revenues and net income or increase our operating costs in other ways. Current legal proceedings and other matters against us, including disputes over gas measurement and royalty payments, suits, regulatory appeals, and similar matters, might result in adverse decisions against us. The result of such adverse decisions, either individually or in the aggregate, could be material and may not be covered fully or at all by insurance.

Risks Related to Accounting Standards

Potential changes in accounting standards might cause us to revise our financial results and disclosure in the future, which may change the way analysts measure our business or financial performance.

Accounting irregularities discovered in the past few years in various industries have forced regulators and legislators to take a renewed look at accounting practices, financial disclosures, companies’ relationships with their independent auditors, and retirement plan practices. Because it is still unclear what laws or regulations will ultimately develop, we cannot predict the ultimate impact of any future changes in accounting regulations or practices in general with respect to public companies or the energy industry or in our operations specifically. In addition, the Financial Accounting Standards Board, or FASB, the FERC, or the SEC could enact new or revised accounting standards or FERC orders that might impact how we are required to record revenues, expenses, assets, and liabilities.

Risks Related to Employees and Outsourcing of Non-Core Support Activities

Institutional knowledge residing with current employees or former Williams employees now employed by Williams’ outsourcing service providers might not be adequately preserved.

In our business, institutional knowledge resides with employees who have many years of service. As these employees reach retirement age, we may not be able to replace them with employees of comparable

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knowledge and experience. Other qualified individuals could leave us or refuse our offers of employment if our recruiting and retention efforts are unsuccessful. Our efforts at knowledge transfer could be inadequate.

Due to the large number of former Williams employees who were migrated to an outsourcing provider in 2004, access to significant amounts of internal historical knowledge and expertise could become unavailable to us, particularly if knowledge transfer initiatives are delayed or ineffective.

Failure of the outsourcing relationship might negatively impact our ability to conduct our business.

Some studies indicate a high failure rate of outsourcing relationships. Although Williams has taken steps to build a cooperative and mutually beneficial relationship with its outsourcing providers, a failure of all or part of these relationships could lead to loss of institutional knowledge and interruption of services necessary for us to be able to conduct our business.

Williams’ ability to receive services from outsourcing provider locations outside of the United States might be impacted by cultural differences, political instability, or unanticipated regulatory requirements in jurisdictions outside the United States.

Certain accounting, information technology application development, human resources, and help desk services that are currently provided by Williams’ outsourcing provider were relocated to service centers outside of the United States during 2005. The economic and political conditions in certain countries from which Williams’ outsourcing providers may provide services to us present similar risks of business operations located outside of the United States, including risks of interruption of business, war, expropriation, nationalization, renegotiation, trade sanctions, or nullification of existing contracts and changes in law or tax policy, that are greater than in the United States.

Risks Related to Weather and Other Natural Phenomena

Our assets and operations can be affected by weather and other natural phenomena.

Our assets and operations can be adversely affected by earthquakes, tornadoes, and other natural phenomena and weather conditions, including extreme temperatures, making it more difficult for us to realize the historic rates of return associated with these assets and operations.

Risks Related to the Age of Our Pipeline Infrastructure and Our Information Technology Systems

Our current pipeline infrastructure is aging and may adversely affect our ability to conduct our business.

Some portions of our pipeline infrastructure are 50 years in age, which may impact our ability to provide reliable service. Any negative impact on our ability to provide reliable service could potentially negatively impact our revenues. Additionally, the current age and condition of our pipeline infrastructure may result in significant increases in the level of expenditures needed to maintain our equipment and facilities.

Our current information technology infrastructure is aging and may adversely affect our ability to conduct our business.

Limited capital spending for information technology infrastructure during 2001-2003 resulted in an aging server environment that may not be adequate for our current business needs. While efforts are ongoing to update the environment, the current age and condition of our equipment could result in loss of internal and external communications, loss of data, inability to access data when needed, excessive software downtime (including downtime for critical software applications), and other disruptions that could have a material adverse impact on our business.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2006. This table should be read in conjunction with “Selected Historical Financial and Operating Data” included in this prospectus and our unaudited condensed financial statements that are incorporated by reference in this prospectus. See “Incorporation by Reference.”

	As of
	June 30, 2006
	(Dollars in thousands)
Cash and cash equivalents	$	175,861
Long-term debt due within one year		7,500
Long-term debt, less amounts due within one year:
6.625% Debentures due 2007		250,000
7.125% Debentures due 2025		84,780
9.000% Debentures due 2022		2,810
8.125% Senior Notes due 2010		175,000
7.000% Senior Notes due 2016		174,449
Total long-term debt		694,539
Common stockholder’s equity:
Common stock		1
Additional paid-in capital		262,844
Retained earnings		479,288
Accumulated other comprehensive income		385
Total common stockholder’s equity		742,518
Total capitalization(1)	$	1,437,057

(1) Total capitalization is calculated as total long-term debt plus total common stockholder’s equity.

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MANAGEMENT

Directors and Executive Officers

The following is a list of our directors and executive officers, their ages, and their positions as of June 30, 2006.

Name	Age		Title
Steven J. Malcolm		57	Chairman of the Board
Phillip D. Wright		50	Director and Senior Vice President
Alison G. Bridges		47	Director and Vice President, Commercial Operations
Randall Lee Barnard		48	Vice President, Operations
Randall R. Conklin		50	Vice President, General Counsel and Assistant Secretary
Frank J. Ferazzi		49	Vice President, Commercial Operations
Richard D. Rodekohr		48	Vice President and Treasurer
Nancy W. Schultz		50	Vice President, Technical Services
R. Rand Clark		57	Controller
Brian K. Shore		42	Secretary

Steven J. Malcolm has served as a Director and Chairman of the Board of our company since May 2002. He has been a director of Williams since 2001, and was elected Chief Executive Officer of Williams in January 2002 and Chairman of the Board in May 2002. He was elected President and Chief Operating Officer of Williams in September 2001. Prior to that, he was an Executive Vice President of Williams since May 2001, President and Chief Executive Officer of Williams Energy Services, LLC, a subsidiary of Williams, since December 1998 and the Senior Vice President and General Manager of Williams Field Services Company, another subsidiary of Williams, since November 1994. Mr. Malcolm also serves on the boards of BOK Financial Corporation and Bank of Oklahoma N.A.

Phillip D. Wright has served as a Director and as Senior Vice President of our company since January 2005. He was elected Senior Vice President, Gas Pipeline of Williams in January 2005. From October 2002 to January 2005, Mr. Wright served as Chief Restructuring Officer for Williams. From September 2001 to October 2002, Mr. Wright served as President and Chief Executive Officer of Williams Energy Services, LLC. From 1996 until September 2001, he was Senior Vice President, Enterprise Development and Planning for Williams’ energy services group. Mr. Wright has held various positions with Williams since 1989.

Allison G. Bridges has served as a Director of our company since December 2002 and as Vice President, Commercial Operations since October 2002. Before being named to her current position, she was Vice President, Service Delivery, Gas Management and Control for WGP. In 1981 she joined Transcontinental Gas Pipe Line Corporation, a subsidiary of Williams since 1995.

Randall Lee Barnard has served as a Vice President, Operations of our company since April 2002. From September 2000 until April 2002 he served as President of Williams International, and he also served as Vice President of Williams Energy Services, LLC. From 1997 to 2000 he was the Country Manager and General Manager of Williams’ operations in Venezuela. He has been involved in Williams’ international business development since 1994.

Randall R. Conklin has served as Vice President, General Counsel and Assistant Secretary of our company since April 2002. Since 1992 he has served as Vice President and General Counsel of Transcontinental Gas Pipe Line Corporation. He began his career in 1981 as an attorney with Transco Energy Company, a subsidiary of Williams since 1995.

Frank J. Ferazzi has served as a Vice President, Commercial Operations of our company since April 2002. Prior to his current position, in 1995, he was elected Vice President, Customer Service for Transcontinental Gas Pipe Line Corporation. He is also the Commercial Officer in charge of the development and implementation of WGP’s 1Line Service Delivery System and is the Management Representative for Williams’

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investment in the Gulfstream Natural Gas System, a Williams joint venture with Duke Energy Gas Transmission Corporation.

Richard D. Rodekohr has served as Vice President, Finance and Accounting and Treasurer of our company since November 2002. Prior to joining WGP he was Vice President of Investor Relations for Williams since 1998, having joined Williams in 1995 through the acquisition by Williams of Transco Energy Company, where he was Director of Corporate Planning.

Nancy W. Schultz has served as a Vice President, Technical Services of our company since 2003. During 2002 she served as Vice President of Operations and Engineering Services of our company, and from 2001 to 2002 she served as Senior Vice President and General Manager, Technical Functions for the Gulfstream Natural Gas System. From 1996 to 2000 she served as Director, Engineering and Project Management for WGP. In 1982 she joined Transcontinental Gas Pipe Line Corporation as an engineer.

R. Rand Clark has served as Director of Accounting for our company since July 2005 and was named Controller in December 2005. From 2002 to 2005 he was an Assistant Controller for Williams. From 1996 to 2001 he was Vice President, Accounting and Finance for Williams Energy Services. He joined Williams in 1979.

Brian K. Shore is a Senior Counsel in the Williams legal department and has served as the Secretary of our company since November 2002. Prior to election as Corporate Secretary, he represented Williams’ corporate services group. Over the past 14 years, he has also represented Williams Midstream Gas & Liquids, Williams Exploration & Production, and Williams Telecommunications, Inc., a former affiliate of Williams.

Director and Executive Officer Compensation

With the exception of Mr. Clark, each of the directors and executive officers listed above is currently an officer of WGP or an affiliate of WGP, other than us, and receives compensation from WGP or the affiliate. We do not pay any cash or non-cash compensation to our directors and executive officers and no such compensation is currently proposed to be paid to any of the directors or executive officers listed above.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

This exchange offer is being made pursuant to the registration rights agreement we entered into with the initial purchasers of the outstanding notes on June 22, 2006. The summary of the registration rights agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the registration rights agreement. A copy of the registration rights agreement is filed as an exhibit to the registration statement of which this prospectus forms a part.

Terms of the Exchange Offer; Expiration Time

This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Subject to the terms and conditions in this prospectus and the letter of transmittal, we will accept for exchange outstanding notes that are validly tendered at or before the expiration time and are not validly withdrawn as permitted below. The expiration time for the exchange offer is 5:00 p.m., New York City time, on          , 2006, or such later date and time to which we, in our sole discretion, extend the exchange offer.

We expressly reserve the right, in our sole discretion:

•  to extend the expiration time;

•  if any of the conditions set forth below under “— Conditions to the Exchange Offer” has not been satisfied, to terminate the exchange offer and not accept any outstanding notes for exchange; and

•  to amend the exchange offer in any manner.

We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment as promptly as practicable by a public announcement, and in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration time.

During an extension, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us, upon expiration of the exchange offer, unless validly withdrawn.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

How to Tender Outstanding Notes for Exchange

Only a record holder of outstanding notes may tender in the exchange offer. When the holder of outstanding notes tenders and we accept outstanding notes for exchange, a binding agreement between us and the tendering holder is created, subject to the terms and conditions in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of outstanding notes who desires to tender outstanding notes for exchange must, at or prior to the expiration time:

•  transmit a properly completed and duly executed letter of transmittal, the outstanding notes being tendered and all other documents required by such letter of transmittal, to JPMorgan Chase Bank, N.A., the exchange agent, at the address set forth below under the heading “— The Exchange Agent”; or

•  if outstanding notes are tendered pursuant to the book-entry procedures set forth below, an agent’s message must be transmitted by The Depository Trust Company, or DTC, to the exchange agent at the address set forth below under the heading “— The Exchange Agent,” and the exchange agent must receive, at or prior to the expiration time, a confirmation of the book-entry transfer of the outstanding notes being tendered into the exchange agent’s account at DTC, along with the agent’s message; or

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•  if time will not permit the required documentation to reach the exchange agent before the expiration time, or the procedures for book-entry transfer cannot be completed by the expiration time, the holder may effect a tender by complying with the guaranteed delivery procedures described below.

The term “agent’s message” means a message that:

•  is transmitted by DTC;

•  is received by the exchange agent and forms a part of a book-entry transfer;

•  states that DTC has received an express acknowledgement that the tendering holder has received and agrees to be bound by, and makes each of the representations and warranties contained in, the letter of transmittal; and

•  states that we may enforce the letter of transmittal against such holder.

The method of delivery of the outstanding notes, the letter of transmittal or agent’s message and all other required documents to the exchange agent is at the election and sole risk of the holder. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or outstanding notes should be sent directly to us.

Signatures on a letter of transmittal must be guaranteed unless the outstanding notes surrendered for exchange are tendered:

•  by a holder of outstanding notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of a recognized member in good standing of a Medallion Signature Guarantee Program recognized by the exchange agent, such as a firm which is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or certain other eligible institutions, each of the foregoing being referred to herein as an “eligible institution.”

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution. If outstanding notes are registered in the name of a person other than the person who signed the letter of transmittal, the outstanding notes tendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the registered holder’s signature guaranteed by an eligible institution.

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt) and acceptance of outstanding notes tendered for exchange and all other required documents. We reserve the absolute right to:

•  reject any and all tenders of any outstanding note not validly tendered;

•  refuse to accept any outstanding note if, in our judgment or the judgment of our counsel, acceptance of the outstanding note may be deemed unlawful;

•  waive any defects or irregularities or conditions of the exchange offer, either before or after the expiration time; and

•  determine the eligibility of any holder who seeks to tender outstanding notes in the exchange offer.

Our determinations, either before or after the expiration time, under, and of the terms and conditions of, the exchange offer, including the letter of transmittal and the instructions to it, or as to any questions with respect to the tender of any outstanding notes, will be final and binding on all parties. To the extent we waive any conditions to the exchange offer, we will waive such conditions as to all outstanding notes. Holders must cure any defects and irregularities in connection with tenders of outstanding notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the

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exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of us incur any liability for failure to give such notification.

If you beneficially own outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf.

WE MAKE NO RECOMMENDATION TO THE HOLDERS OF THE OUTSTANDING NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OUTSTANDING NOTES IN THE EXCHANGE OFFER. IN ADDITION, WE HAVE NOT AUTHORIZED ANYONE TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF THE OUTSTANDING NOTES MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER, AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER, AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON THEIR FINANCIAL POSITIONS AND REQUIREMENTS.

Book-Entry Transfers

Any financial institution that is a participant in DTC’s system must make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program, known as ATOP. Such participant should transmit its acceptance to DTC at or prior to the expiration time or comply with the guaranteed delivery procedures described below. DTC will verify such acceptance, execute a book-entry transfer of the tendered outstanding notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent’s message. The letter of transmittal or facsimile thereof or an agent’s message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address set forth below under “— The Exchange Agent” at or prior to the expiration time of the exchange offer, or the holder must comply with the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If a holder of outstanding notes desires to tender such notes and the holder’s notes are not immediately available, or time will not permit such holder’s outstanding notes or other required documents to reach the exchange agent at or before the expiration time, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•  at or prior to the expiration time, the exchange agent receives an eligible institution a validly completed and executed notice of guaranteed delivery, substantially in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the outstanding notes being tendered and the amount of the outstanding notes being tendered. The notice of guaranteed delivery will state that the tender is being made and guarantee that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a validly completed and executed letter of transmittal with any required signature guarantees or an agent’s message and any other documents required by the letter of transmittal will be transmitted to the exchange agent; and

•  the exchange agent receives the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a validly completed and executed letter of transmittal with any required signature guarantees or an agent’s message and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

The notice of guaranteed delivery must be received at or prior to the expiration time.

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Withdrawal Rights

You may withdraw tenders of your outstanding notes at any time at or prior to the expiration time.

For a withdrawal to be effective, a written notice of withdrawal, by facsimile or by mail, must be received by the exchange agent, at the address set forth below under “— The Exchange Agent,” at or prior to the expiration time. Any such notice of withdrawal must:

•  specify the name of the person having tendered the outstanding notes to be withdrawn;

•  identify the outstanding notes to be withdrawn, including the principal amount of such outstanding notes;

•  where outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of DTC; and

•  bear the signature of the holder in the same manner as the original signature on the letter of transmittal, if any, by which such outstanding notes were tendered, with such signature guaranteed by an eligible institution, unless such holder is an eligible institution.

We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices and our determination will be final and binding on all parties. Any tendered outstanding notes validly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Properly withdrawn notes may be re-tendered by following one of the procedures described under “— How to Tender Outstanding Notes for Exchange” above at any time at or prior to the expiration time.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes

All of the conditions to the exchange offer must be satisfied or waived at or prior to the expiration of the exchange offer. Promptly following the expiration time we will accept for exchange all outstanding notes validly tendered and not validly withdrawn as of such date. We will promptly issue exchange notes for all validly tendered outstanding notes. For purposes of the exchange offer, we will be deemed to have accepted validly tendered outstanding notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. See “— Conditions to the Exchange Offer” for a discussion of the conditions that must be satisfied before we accept any outstanding notes for exchange.

For each outstanding note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered outstanding note. Accordingly, registered holders of exchange notes that are outstanding on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date through which interest has been paid on the outstanding notes, or if no interest has been paid, from the original issue date of the outstanding notes. Outstanding notes that we accept for exchange will cease to accrue interest from and after the date of consummation of the exchange offer.

If we do not accept any tendered outstanding notes, or if a holder submits outstanding notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or non-exchanged outstanding notes without cost to the tendering holder. In the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC, such non-exchanged outstanding notes will be credited to an account maintained with DTC. We will return the outstanding notes or have them credited to DTC promptly after the withdrawal, rejection of tender or termination of the exchange offer, as applicable.

Conditions to the Exchange Offer

The exchange offer is not conditioned upon the tender of any minimum principal amount of outstanding notes. Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes

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and may terminate or amend the exchange offer, by oral (promptly confirmed in writing) or written notice to the exchange agent or by a timely press release, if at any time before the expiration of the exchange offer, any of the following conditions exist:

•  any action or proceeding is instituted or threatened in any court or by or before any governmental agency challenging the exchange offer or that we believe might be expected to prohibit or materially impair our ability to proceed with the exchange offer;

•  any stop order is threatened or in effect with respect to either (1) the registration statement of which this prospectus forms a part or (2) the qualification of the indenture governing the notes under the Trust Indenture Act of 1939, as amended;

•  any law, rule or regulation is enacted, adopted, proposed or interpreted that we believe might be expected to prohibit or impair our ability to proceed with the exchange offer or to materially impair the ability of holders generally to receive freely tradeable exchange notes in the exchange offer. See “— Consequences of Failure to Exchange Outstanding Notes”;

•  any change or a development involving a prospective change in our business, properties, assets, liabilities, financial condition, operations, results of operations taken as a whole, that is or may be adverse to us;

•  any declaration of war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or the worsening of any such condition that existed at the time that we commence the exchange offer; or

•  we become aware of facts that, in our reasonable judgment, have or may have adverse significance with respect to the value of the outstanding notes or the exchange notes to be issued in the exchange offer.

Accounting Treatment

For accounting purposes, we will not recognize gain or loss upon the issuance of the exchange notes for outstanding notes. We are expensing costs incurred in connection with the issuance of the exchange notes when incurred.

Fees and Expenses

We will not make any payment to brokers, dealers, or others soliciting acceptance of the exchange offer except for reimbursement of mailing expenses. We will pay the cash expenses to be incurred in connection with the exchange offer, including:

•  SEC registration fees;

•  fees and expenses of the exchange agent and trustee;

•  our accounting and legal fees;

•  printing fees; and

•  related fees and expenses.

Transfer Taxes

Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the holder must pay these transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of or exemption from, these taxes is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

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The Exchange Agent

We have appointed JPMorgan Chase Bank, N.A. as our exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of its addresses set forth below. Questions and requests for assistance with respect to the procedures for the exchange offer, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should also be directed to the exchange agent at one of its addresses below:

Deliver to:
JPMorgan Chase Bank, N.A.

By Registered or Certified Mail:	By Regular Mail & Overnight Courier:
JPMorgan Chase Bank, N.A. Att: Worldwide Securities Services P.O. Box 2320 Dallas, Texas 75221-2320 Att: Customer Service	JPMorgan Chase Bank, N.A. Att: Worldwide Securities Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Att: Customer Service

By Facsimile Transmission:	Confirm Facsimile Transmission
Attention: Frank Ivins (214) 468-6494	by Telephone: (214) 468-6464

For information, call:

1-800-275-2048

Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above will not constitute a valid delivery.

Consequences of Failure to Exchange Outstanding Notes

Outstanding notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture and the legend contained on the outstanding notes regarding the transfer restrictions of the outstanding notes. In general, outstanding notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action to register under the Securities Act or under any state securities laws the outstanding notes that are not tendered in the exchange offer or that are tendered in the exchange offer but are not accepted for exchange.

Holders of the exchange notes and any outstanding notes that remain outstanding after consummation of the exchange offer will vote together as a single series for purposes of determining whether holders of the requisite percentage of the notes have taken certain actions or exercised certain rights under the indenture.

Consequences of Exchanging Outstanding Notes

We have not requested, and do not intend to request, an interpretation by the staff of the SEC as to whether the exchange notes issued in the exchange offer may be offered for sale, resold or otherwise transferred by any holder without compliance with the registration and prospectus delivery provisions of the Securities Act. However, based on interpretations of the staff of the SEC, as set forth in a series of no-action letters issued to third parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred by holders of those exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•  the holder is not an “affiliate” of ours within the meaning of Rule 405 promulgated under the Securities Act;

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•  the exchange notes issued in the exchange offer are acquired in the ordinary course of the holder’s business;

•  neither the holder, nor, to the actual knowledge of such holder, any other person receiving exchange notes from such holder, has any arrangement or understanding with any person to participate in the distribution of the exchange notes issued in the exchange offer;

•  if the holder is not a broker-dealer, the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes; and

•  if such a holder is a broker-dealer, such broker-dealer will receive the exchange notes for its own account in exchange for outstanding notes and that:

•  such outstanding notes were acquired by such broker-dealer as a result of market-making or other trading activities; and

•  it will deliver a prospectus meeting the requirements of the Securities Act in connection with the resale of exchange notes issued in the exchange offer, and will comply with the applicable provisions of the Securities Act with respect to resale of any exchange notes. (In no-action letters issued to third parties, the SEC has taken the position that broker-dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of outstanding notes) by delivery of the prospectus relating to the exchange offer). See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

Each holder participating in the exchange offer will be required to furnish us with a written representation in the letter of transmittal that they meet each of these conditions and agree to these terms.

However, because the SEC has not considered the exchange offer for our outstanding notes in the context of a no-action letter, we cannot guarantee that the staff of the SEC would make similar determinations with respect to this exchange offer. If our belief is not accurate and you transfer an exchange note without delivering a prospectus meeting the requirements of the federal securities laws or without an exemption from these laws, you may incur liability under the federal securities laws. We do not and will not assume, or indemnify you against, this liability.

Any holder that is an affiliate of ours or that tenders outstanding notes in the exchange offer for the purpose of participating in a distribution:

•  may not rely on the applicable interpretation of the SEC staff’s position contained in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988), Morgan, Stanley & Co., Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993); and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

The exchange notes issued in the exchange offer may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the holders selling the exchange notes. We currently do not intend to register or qualify the sale of the exchange notes in any state where we would not otherwise be required to qualify.

Filing of Registration Statements

Under the registration rights agreement we agreed, among other things, that if:

(1) we are not

(a) required to file the exchange offer registration statement; or

(b) permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy; or

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(2) any holder of outstanding notes notifies us prior to the 20th day following consummation of the exchange offer that:

(a) it is prohibited by law or SEC policy from participating in the exchange offer; or

(b) it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus, and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales; or

(c) it is a broker-dealer and owns notes acquired directly from us or an affiliate of ours,

then we will file with the SEC a shelf registration statement to cover resales of the notes by the holders of the notes who satisfy certain conditions relating to the provision of information in connection with the shelf registration statement.

If obligated to file the shelf registration statement, we will use our commercially reasonable efforts to file the shelf registration statement with the SEC on or prior to 60 days after such filing obligation arises (or, if later, the date by which we are obligated to file an exchange offer registration statement) and use our commercially reasonable efforts to cause the shelf registration statement to be declared effective by the SEC on or prior to 180 days after such obligation arises (or, if later, the date by which we are obligated to use commercially reasonably efforts to have the exchange offer registration statement declared effective).

If the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of outstanding notes during the periods specified in the registration rights agreement (except with respect to permitted suspension periods as provided therein), then we will pay Additional Interest to each holder of affected outstanding notes on the terms provided in the registration rights agreement.

Holders of notes will be required to deliver certain information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the registration rights agreement in order to have their notes included in the shelf registration statement and benefit from the provisions regarding Additional Interest set forth above. By acquiring outstanding notes, a holder will be deemed to have agreed to indemnify us against certain losses arising out of information furnished by such holder in writing for inclusion in any shelf registration statement. Holders of notes will also be required to suspend their use of the prospectus included in the shelf registration statement under certain circumstances upon receipt of written notice to that effect from us.

Although we intend, if required, to file the shelf registration statement, we cannot assure you that the shelf registration statement will be filed or, if filed, that it will become or remain effective.

The foregoing description is a summary of certain provisions of the registration rights agreement. It does not restate the registration rights agreement in its entirety. We urge you to read the registration rights agreement, which is an exhibit to the registration statement of which this prospectus forms a part and can also be obtained from us. See “Where You Can Find More Information.”

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DESCRIPTION OF NOTES

In this description, the term “Company,” “us,” “our” or “we” refers only to Northwest Pipeline Corporation and not to our subsidiaries, if any, and the term “Williams” refers to The Williams Companies, Inc., our indirect parent company.

We will issue the exchange notes under an indenture dated as of June 22, 2006, between the Company and JPMorgan Chase Bank, N.A., as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture, because it, and not this description, defines your rights as holders of the notes. Copies of the indenture are available as set forth under “Where You Can Find More Information.” Certain defined terms used in this description of notes but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture. The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

The terms of the exchange notes and the outstanding notes are substantially identical, except that the exchange notes:

•  will have been registered under the Securities Act;

•  will not contain transfer restrictions and registration rights that relate to the outstanding notes; and

•  will not contain provisions relating to the payment of Additional Interest.

Any outstanding notes that remain outstanding after the completion of the exchange offer, together with the exchange notes issued in connection with the exchange offer, will be treated as a single class of notes under the indenture.

Brief Description of the Notes

The notes:

•  are our general unsecured obligations;

•  will mature on June 15, 2016;

•  are equal in right of payment with all of our existing and future senior unsecured indebtedness; and

•  are effectively subordinated to any of our existing and future senior secured indebtedness and all indebtedness of our subsidiaries, if any.

As of June 30, 2006 we had outstanding indebtedness of $694.5 million, all of which was senior unsecured indebtedness.

The indenture will permit us to incur additional indebtedness, including additional senior unsecured indebtedness. The indenture also will not restrict the ability of our subsidiaries, if any, to incur additional indebtedness. The indenture governing our 81/8% Senior Notes due 2010 and the credit agreement governing the $1.5 billion senior secured revolving credit facility among us, Williams and certain affiliates of Williams, currently limit us and them from, among other things, creating liens supporting indebtedness, selling assets, paying dividends or making distributions, or incurring additional debt, in each case subject to certain thresholds and exceptions. A breach of any of these covenants would constitute a default under those agreements. Any future credit agreements, indentures or other similar agreements to which we or any subsidiary become a party may contain similar restrictions and provisions. See “Risk Factors — Our debt agreements impose restrictions on us that may adversely affect our ability to operate our business.”

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Principal, Maturity and Interest

We will issue up to $175 million aggregate principal amount of exchange notes in this offering. We may issue additional notes under the indenture from time to time after this offering. The notes and any additional notes subsequently issued under the indenture, will be treated as a single series for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. We will issue exchange notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on June 15, 2016.

Interest on the notes will accrue at the rate of 7% per annum and will be payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2006. We will make each interest payment to the holders of record on the immediately preceding June 1 and December 1 (whether or not a Business Day).

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid or duly provided for, from the date it was most recently paid or duly provided for. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

We will pay all principal, interest, and premium, if any, on the notes in the manner described under “Same-Day Settlement and Payment” below.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holders of the notes, and we may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. No service charges will be imposed by the Company, the trustee or the registrar for any registration of transfer or exchange of notes, but holders may be required to pay all taxes due on transfer or exchange. We are not required to transfer or exchange any note selected for redemption. Also, we are not required to transfer or exchange any note for a period of 15 days before mailing notice of any redemption of notes.

Optional redemption

We may at our option, redeem the notes, in whole or in part, at any time at a redemption price equal to the greater of:

(1) 100% of the principal amount of the notes to be redeemed, plus accrued interest to the redemption date, and

(2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of, and interest on, the notes to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis at the Adjusted Treasury Rate, plus 35 basis points plus accrued interest to the redemption date.

The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption from the outstanding notes not previously called for redemption on a pro rata basis or by lot (whichever is consistent with the trustee’s customary practice).

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No notes of $2,000 or less can be redeemed in part. Notices of optional redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on notes or portions of them called for redemption.

Mandatory Redemption

We are not required to make mandatory redemption or sinking fund payments with respect to the notes or to repurchase the notes at the option of the holders.

Certain Covenants

Except as set forth in this description of notes, neither we nor any Subsidiary of ours will be restricted by the indenture from incurring any type of indebtedness or other obligation, from paying dividends or making distributions on its equity interests or purchasing its equity interests. The indenture does not require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, the indenture does not contain any provisions that would require us to repurchase or redeem any of the notes in situations that may adversely affect the creditworthiness of the notes.

Liens

We will not, and will not permit any Subsidiary of ours to, issue, assume or guarantee any Indebtedness secured by a Lien, other than Permitted Liens, upon any of our or any of our Subsidiaries’ property, now owned or hereafter acquired, unless the notes are equally and ratably secured with such Indebtedness until such time as such Indebtedness is no longer secured by a Lien.

Notwithstanding the preceding paragraph, we may, and may permit any Subsidiary of ours to, issue, assume or guarantee any Indebtedness secured by a Lien, other than a Permitted Lien, without securing the notes, provided that the aggregate principal amount of all Indebtedness of us and any Subsidiaries of ours then outstanding secured by any such Liens (other than Permitted Liens) does not exceed 15% of Consolidated Net Tangible Assets.

Sale and Leaseback Transactions

We will not, and will not permit any Subsidiary of ours to, enter into any Sale and Leaseback Transaction with any person (other than us or any Subsidiary of ours) unless:

(1) such Sale and Leaseback Transaction occurs within one year from the date of completion of the acquisition of the property subject thereto or the date of the completion of construction, development, or substantial repair or improvement, or commencement of full operations on such property, whichever is later;

(2) the Sale and Leaseback Transaction involves a lease for a period, including renewals, of not more than three years;

(3) we or any such Subsidiary of ours would be entitled under the “Liens” covenant described above to incur a mortgage securing indebtedness, in a principal amount equal to or exceeding the Attributable Debt from such Sale and Leaseback Transaction, without equally and ratably securing the notes; or

(4) we or any such Subsidiary, within a one-year period after such Sale and Leaseback Transaction, applies or causes to be applied an amount not less than the Attributable Debt from such Sale and Leaseback Transaction to (a) the permanent prepayment, repayment, redemption, reduction, or retirement of any of our or our Subsidiaries’ Senior Debt that is owed to any Person other than an affiliate of ours,

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or (b) the expenditure or expenditures for property used or to be used in the ordinary course of our business or the business of any Subsidiary of ours.

Notwithstanding the preceding, we may, and may permit any Subsidiary of ours to, effect any Sale and Leaseback Transaction that is not excepted by clauses (1) through (4), inclusive, of the preceding paragraph, if the Attributable Debt from such Sale and Leaseback Transaction, together with the aggregate principal amount of outstanding Indebtedness (other than the notes) secured by mortgages (other than mortgages permitted under the “Liens” covenant) and the aggregate amount of Attributable Debt deemed to be outstanding in respect of all other Sale and Leaseback Transactions (excluding those otherwise permitted by clauses (1) through (4), inclusive, of the preceding paragraph), does not exceed 15% of Consolidated Net Tangible Assets.

Merger, Consolidation or Sale of Assets

We may not directly or indirectly consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets and properties and the assets and properties of any of our Subsidiaries (taken as a whole) in one or more related transactions to another Person unless:

(1) either: (a) the Company is the survivor; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes by supplemental indenture all the obligations of the Company under the notes and the indenture and delivers to the trustee an opinion of counsel stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with the indenture; and

(3) immediately after such transaction no Event of Default or event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.

Upon any consolidation by us with or merger of us into any other Person or Persons where the Company is not the survivor or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of our properties and assets to any Person or Persons, the successor Person formed by such consolidation or into which we are merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of the Company under the indenture with the same effect as if such successor Person had been named as the Company therein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under the indenture and the notes.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the properties or assets of a Person.

Reports

So long as any notes are outstanding, we will file with the trustee, within 30 days after we are required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which we may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if we are not required to file information, documents or reports pursuant to either of said Sections, then we will file with the trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.

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Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on the notes;

(2) default in payment when due of the principal of, or premium, if any, on the notes;

(3) failure by us for 60 days after receipt by registered or certified mail of written notice from the trustee, upon instruction from holders of at least 25% in principal amount of the then outstanding notes, to comply with any of the other agreements in the indenture and stating that such notice is a “Notice of Default” under the indenture; provided, that if such failure cannot be remedied within such 60-day period, such period shall be extended by another 60 days so long as (i) such failure is subject to cure and (ii) we are using commercially reasonable efforts to cure such failure; and provided, further, that a failure to comply with any such other agreement in the indenture that results from a change in GAAP shall not be deemed to be an Event of Default; and

(4) certain events of bankruptcy, insolvency or reorganization described in the indenture with respect to the Company.

In the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization with respect to the Company, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the holders of at least 25%, in the case of clauses (1) or (2) of this section, or of at least a majority, in the case of clause (3) of this section, in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold notice of any continuing default or Event of Default from holders of the notes if it determines that withholding notice is in their interest, except a default or Event of Default relating to the payment of principal of, or interest or premium, if any, on, the notes.

Holders of a majority in principal amount of the notes then outstanding by notice to the trustee may on behalf of the holders of all of the notes waive any existing default or Event of Default and its consequences under the indenture except a continuing default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes.

We are required to deliver to the trustee annually a statement regarding compliance with the indenture.

Modification and Waiver

The indenture provides that amendments and supplements to the indenture may be made by the Company and the trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or of modifying in any manner the rights of the holders of notes under the indenture, with the consent of the holders of a majority in principal amount of the outstanding notes, voting as a single class; provided that no such amendment or supplement may, without the consent of the holder of each note, among other things:

(1) change the stated maturity of the principal of, or interest or premium, if any, on the notes, reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable on redemption thereof or otherwise, change the redemption provisions or adversely affect the right of repayment at the option of the holder, change the place of payment or currency in which the principal of, or any premium, or interest, with respect to any note is payable, or impair or affect the right of any holder to institute suit for the payment after such payment is due;

(2) reduce the percentage of outstanding notes whose holders’ consent is required for any such amendment, supplement or waiver or reduce the quorum required for voting; or

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(3) modify any of the provisions of the indenture relating to amendments, supplements or waivers or notes redeemed in part, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of each holder affected thereby.

The indenture provides that the Company and the trustee may, without the consent of the holders of the notes, amend or supplement the indenture for one of the following purposes:

(1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in the indenture and the notes in the case of a merger, consolidation or sale of assets in compliance with the covenant set forth above under the caption “Certain Covenants — Merger, Consolidation or Sale of Assets;”

(2) to add to the covenants of the Company or to surrender any right or power conferred on the Company pursuant to the indenture;

(3) to evidence and provide for a successor trustee with respect to the notes;

(4) to cure any ambiguity or defect, to correct or supplement any provision in the indenture that may be inconsistent with any other provision of the indenture, to conform the text of the indenture or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture or the notes or to make any other provisions with respect to matters or questions arising under the indenture; provided that no such action pursuant to this clause (4) shall adversely affect the interests of any holder in any material respect;

(5) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of the notes;

(6) to add any additional Events of Default;

(7) to amend or supplement any of the provisions of the indenture as may be necessary to permit or facilitate the defeasance and discharge of the notes; provided that such action does not adversely affect the interests of any holder in any material respect;

(8) to pledge to the trustee as security for the notes any property or assets;

(9) to secure the notes pursuant to the requirements of the covenant described above under the subheading “Certain Covenants — Liens;”

(10) to provide for certificated notes in addition to, or in place of, global notes; or

(11) to qualify the indenture under the Trust Indenture Act of 1939, as amended.

Discharge, Defeasance and Covenant Defeasance

The indenture provides that we may satisfy and discharge our obligations under the notes and the indenture if:

(a) all notes previously authenticated and delivered, with certain exceptions, have been accepted by the trustee for cancellation; or

(b) (i) the notes have become due and payable, or mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the trustee for giving the notice of redemption and we irrevocably deposit in trust with the trustee, as trust funds solely for the benefit of the holders of the notes, for that purpose, money or governmental obligations or a combination thereof that through the payment of interest and principal in accordance with their terms is sufficient (in the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the applicable trustee) without consideration of any reinvestment to pay the entire indebtedness on the notes to maturity or redemption, as the case may be, and pays all other sums payable by it under the indenture; and

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(ii) the Company delivers to the trustee an officers’ certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in the indenture relating to the satisfaction and discharge of the notes have been complied with.

Notwithstanding such satisfaction and discharge, our obligations to compensate and indemnify the trustee on the notes and the obligations by us and the trustee to hold funds in trust and to apply such funds pursuant to the terms of the indenture, with respect to issuing temporary notes, with respect to the registration, transfer and exchange of the notes, with respect to the replacement of mutilated, destroyed, lost or stolen notes and with respect to the maintenance of an office or agency for payment, shall in each case survive such satisfaction and discharge.

The indenture provides that (i) we will be deemed to have paid and will be discharged from any and all obligations in respect of the notes, and the provisions of the indenture will, except as noted below, no longer be in effect (“legal defeasance”) and (ii) we may omit to comply with the covenants under “Certain Covenants — Merger, Consolidation or Sale of Assets” and “Certain Covenants — Liens”, and such omission shall be deemed not to be an Event of Default under clause (3) of the first paragraph of “— Events of Default and Remedies”; provided that the following conditions shall have been satisfied:

(1) we have irrevocably deposited in trust with the trustee as trust funds solely for the benefit of the holders of the notes, for payment of the principal of and interest, and premium, if any, on the notes, money or government obligations or a combination thereof that through the payment of interest and principal in accordance with their terms is sufficient (in the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the applicable trustee) without consideration of any reinvestment to pay and discharge the principal of, and interest, and premium, if any, on the notes to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the trustee), as the case may be;

(2) such deposit will not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which we are a party or by which we are bound;

(3) no default shall have occurred and be continuing on the date of such deposit;

(4) we have delivered to the trustee an opinion of counsel as described in the indenture to the effect that the holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of our exercise of our option under this provision of the indenture and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(5) we have delivered to the trustee an officers’ certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in the indenture relating to the defeasance contemplated have been complied with; and

(6) if the notes are to be redeemed prior to their maturity, notice of such redemption shall have been duly given or provision therefor shall have been made in another manner satisfactory to the trustee.

Notwithstanding a legal defeasance, our obligations with respect to the following will survive until otherwise terminated or discharged under the terms of the indenture:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, and interest, and premium, if any, payable in respect of, such notes when such payments are due from the trust referred in clause (1) in the preceding paragraph;

(2) the issuance of temporary notes, the registration, transfer and exchange of notes, the replacement of mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and holding payments in trust;

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(3) the rights, powers, trusts, duties and immunities of the trustee, and our obligations in connection therewith; and

(4) the legal defeasance provisions of the indenture.

No Personal Liability

No director, officer, employee, incorporator or stockholder will have any liability for any of our obligations under the notes or the indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Concerning the Trustee

If the trustee becomes a creditor of ours, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (as defined in the Trust Indenture Act) after a default has occurred and is continuing, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security or indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The registration rights agreement, the indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry, Delivery and Form

The exchange notes will be represented by one or more permanent global notes in registered form without interest coupons (collectively, the “Global Notes”).

The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC’s nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to DTC, to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in registered, certificated form (“Certificated Notes”) except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes.”

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by DTC. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

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DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of Participants that have exchanged their outstanding notes for exchange notes with portions of the principal amount of the Global Notes;

(2) we, at our option, and subject to the procedures of DTC, notify the trustee in writing that we elect to cause the issuance of Certificated Notes; or

(3) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations that are Participants in such system. All interests in a Global Note may be subject to the procedures and requirements of DTC.

The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of Certificated Notes and will not be considered the registered owners or “Holders” thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest, and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the indenture. Under the terms of the indenture, the Company and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee nor any agent of ours or of the trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

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DTC has advised us that its current practice, at the due date of any payment in respect of securities such as the notes, is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the notes as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and the Company and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised us that it will take any action permitted to be taken by a Holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for Certificated Notes, and to distribute such notes to its Participants.

Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes, DTC is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Company, the trustee or any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing its operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof, if:

(1) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and in either event we fail to appoint a successor depositary within 90 days; or

(2) there has occurred and is continuing an Event of Default and DTC notifies the trustee of its decision to exchange the Global Note for Certificated Notes.

In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note.

Same-Day Settlement and Payment

We will make payments in respect of the notes represented by the Global Notes (including principal of, and interest, and premium, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. We will make all payments of principal, interest, and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address. The notes represented by the Global Notes are eligible to trade in the PORTAL market and in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will,

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therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Adjusted Treasury Rate” 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 that redemption date.

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction as of any particular time, the present value discounted at the rate of interest implicit in the terms of the lease of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at our option, be extended).

“Board of Directors” means:

(1) with respect to the Company, the board of directors of the Company or any committee of the board of directors of the Company duly authorized to act generally or in any particular respect for the Company under the indenture;

(2) with respect to any other corporation, the board of directors of the corporation or any authorized committee thereof;

(3) with respect to a limited liability company, the managing member or managing members of such limited liability company or any authorized committee thereof;

(4) with respect to a partnership, the board of directors of the general partner of the partnership or any authorized committee thereof; and

(5) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or another place of payment are authorized or required by law, regulation or executive order to close.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or any successor agency.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the notes 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 notes.

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“Comparable Treasury Price” means, with respect to any redemption date:

(1) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or

(2) if the Quotation Agent obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

“Consolidated Net Tangible Assets” means at any date of determination, the total amount of assets of the Company and any Subsidiaries of the Company after deducting therefrom:

(1) all current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current maturities of long-term debt); and

(2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets,

all as set forth, or on a pro forma basis would be set forth, on the Company’s balance sheet (on a consolidated basis, if applicable) for our most recently completed fiscal quarter, prepared in accordance with GAAP.

“Credit Agreement” means that certain Credit Agreement dated as of May 1, 2006 among us, The Williams Companies Inc., Transcontinental Gas Pipe Line Corporation, and Williams Partners L.P., as Borrowers, Citibank, N.A., as Administrative Agent, and the other lenders party thereto, including in each case any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced, or refinanced from time to time.

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time.

“holder” means a Person in whose name a note is registered.

“Indebtedness” means, with respect to any specified Person, any obligation created or assumed by such Person, whether or not contingent, for the repayment of money borrowed from others or any guarantee thereof.

“Joint Venture” means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any Subsidiary of the Company owns any Capital Stock.

“Lien” means any mortgage, pledge, lien, security interest, or other similar encumbrance.

“Permitted Liens” means:

(1) any Lien existing on any property at the time of the acquisition thereof and not created in contemplation of such acquisition by us or any Subsidiary of ours, whether or not assumed by us or any Subsidiary of ours;

(2) any Lien existing on any property of one of our Subsidiaries at the time it becomes a Subsidiary and not created in contemplation thereof and any Lien existing on any property of any Person at the time such Person is merged or liquidated into or consolidated with us or any Subsidiary of ours and not created in contemplation thereof;

(3) purchase money and analogous Liens incurred in connection with the acquisition, development, construction, improvement, repair or replacement of property (including such Liens securing Indebtedness incurred within 12 months of the date on which such property was acquired, developed, constructed, improved, repaired or replaced) provided that all such Liens attach only to the property acquired, developed, constructed, improved, repaired or replaced and the principal amount of the Indebtedness secured by such Lien shall not exceed the gross cost of the property;

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(4) any Liens created or assumed to secure Indebtedness of ours or of any Subsidiary of ours maturing within 12 months of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months;

(5) Liens on accounts receivable and related proceeds thereof arising in connection with a receivables financing and any Lien held by the purchaser of receivables derived from property or assets sold by us or any Subsidiary of ours and securing such receivables resulting from the exercise of any rights arising out of defaults on such receivables;

(6) leases constituting Liens now or hereafter existing and any renewals or extensions thereof;

(7) any Lien securing industrial development, pollution control or similar revenue bonds;

(8) Liens existing on the date of the indenture;

(9) Liens in favor of us or any Subsidiary of ours;

(10) Liens securing Indebtedness incurred to refund, extend, refinance or otherwise replace Indebtedness (“Refinanced Indebtedness”) secured by a Lien permitted to be incurred under the indenture; provided, that the principal amount of such Refinanced Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses incurred therewith) at the time of refinancing;

(11) Liens on and pledges of the Capital Stock of any Joint Venture owned by us or any Subsidiary of ours to the extent securing Indebtedness of such Joint Venture that is non-recourse to us or any Subsidiary of ours;

(12) Liens on the products and proceeds (including insurance, condemnation and eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property permitted by the indenture to be subject to Liens but subject to the same restrictions and limitations set forth in the indenture as to Liens on such property (including the requirement that such Liens on products, proceeds, accessions and rights secure only obligations that such property is permitted to secure);

(13) any Liens securing Indebtedness neither assumed nor guaranteed by us or any Subsidiary of ours nor on which we or they customarily pay interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by us or such Subsidiary, which mortgage Liens do not materially impair the use of such property for the purposes for which it is held by us or such Subsidiary;

(14) any Lien existing or hereafter created on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels);

(15) undetermined Liens and charges incidental to construction or maintenance;

(16) any Lien created or assumed by us or any Subsidiary of ours on oil, gas, coal or other mineral or timber property owned by us or a Subsidiary of ours; and

(17) any Lien created by us or any Subsidiary of ours on any contract (or any rights thereunder or proceeds therefrom) providing for advances by us or such Subsidiary to finance gas exploration and development, which Lien is created to secure indebtedness incurred to finance such advances.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or any agency or political subdivision thereof.

“Quotation Agent” means the Reference Treasury Dealer appointed by us.

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“Reference Treasury Dealer” means (i) J.P. Morgan Securities Inc. and its successors, unless it ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case we shall substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealers selected by us.

“Reference Treasury Dealer Quotations” means, with respect to any Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by us or any Subsidiary of ours of any property that has been or is to be sold or transferred by us or any such Subsidiary to such Person in contemplation of such leasing.

“Senior Debt” means:

(1) all Indebtedness of ours or any Subsidiaries of ours outstanding under any Credit Agreement;

(2) any other Indebtedness of ours or any Subsidiaries of ours, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the notes; and

(3) all obligations with respect to the items listed in the preceding clauses (1) and (2).

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the total voting power of Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company, respectively.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the United States federal tax consequences of an exchange of outstanding notes for exchange notes in the exchange offer and the purchase, beneficial ownership and disposition of exchange notes. It is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated thereunder (the “Treasury Regulations”), and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis. No ruling from the Internal Revenue Service (the “IRS”) has been or will be sought with respect to any aspect of the transactions described herein. Accordingly, no assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation. The following relates only to notes that are held as capital assets (i.e., generally, property held for investment). This summary does not address all of the U.S. federal income tax consequences that may be relevant to particular holders in light of their personal circumstances, or to certain types of holders that may be subject to special tax treatment (such as banks and other financial institutions, employee stock ownership plans, partnerships or other pass-through entities for U.S. federal income tax purposes, certain former citizens or residents of the United States, controlled foreign corporations, corporations that accumulate earnings to avoid U.S. federal income tax, insurance companies, tax-exempt organizations, dealers in securities and foreign currencies, brokers, persons who hold the notes as a hedge or other integrated transaction or who hedge the interest rate on the notes, “U.S. holders” (as defined below) whose functional currency is not U.S. dollars, or persons subject to the alternative minimum tax). In addition, this summary does not include any description of the tax laws of any state, local, or non-U.S. jurisdiction that may be applicable to a particular holder and does not consider any aspects of U.S. federal tax law other than income taxation.

For purposes of this discussion, a “non-U.S. holder” is an individual, corporation, estate, or trust that is a beneficial owner of the notes and that is not, for U.S. federal income tax purposes:

•  an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

•  a corporation (or other business entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•  an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•  a trust if a court within the United States can exercise primary supervision over its administration, and one or more United States persons have the authority to control all of the substantial decisions of that trust (or the trust was in existence on August 20, 1996, and validly elected to continue to be treated as a U.S. trust).

A U.S. holder is an individual, corporation, estate, or trust that is a beneficial owner of the notes and is not a non-U.S. holder.

The U.S. federal income tax treatment of a partner in a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) that holds the notes generally will depend on such partner’s particular circumstances and on the activities of the partnership. Partners in such partnerships should consult their own tax advisors.

HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF THE EXCHANGE OFFER AND THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES AND THE TAX CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. AND OTHER U.S. FEDERAL TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN TAX LAWS.

U.S. Federal Income Tax Consequences of the Exchange Offer to U.S. Holders and Non-U.S. Holders

The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable transaction for U.S. federal income tax purposes. U.S. holders and non-U.S. holders will not recognize

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any taxable gain or loss as a result of such exchange and will have the same adjusted issue price, tax basis, and holding period in the exchange notes as they had in the outstanding notes immediately before the exchange.

U.S. Federal Income Tax Consequences to U.S. Holders

Treatment of stated interest

All stated interest on the notes will generally be taxable to U.S. holders as ordinary interest income as the interest accrues or is paid in accordance with the holder’s regular method of accounting for U.S. federal income tax purposes.

Additional interest

Our obligation to pay you additional interest in the event that we failed to comply with specified obligations under the registration rights agreement may have implicated the provisions of Treasury regulations relating to “contingent payment debt instruments.” We have taken the position that there was a remote likelihood that such additional interest would be paid. Therefore, we intend to take the position that the notes should not be treated as contingent payment debt instruments and this discussion generally assumes that the regulations relating to “contingent payment debt instruments” are not applicable. However, the determination of whether such a contingency is remote or not is inherently factual. Therefore, we can give you no assurance that our position would be sustained if challenged by the IRS. A successful challenge of this position by the IRS could affect the timing and amount of a U.S. holder’s income and could cause the gain from the sale or other disposition of a note to be treated as ordinary income, rather than capital gain. Our position for purposes of the contingent debt regulations as to the likelihood of these additional payments being remote is binding on a U.S. holder, unless the U.S. holder discloses in the proper manner to the IRS that it is taking a different position.

Market Discount

A note that is acquired for an amount that is less than its principal amount by more than a de minimis amount (generally 0.25% of the principal amount multiplied by the number of remaining whole years to maturity), will be treated as having “market discount” equal to such difference. Unless the U.S. holder elects to include such market discount in income as it accrues, a U.S. holder will be required to treat any principal payment on, and any gain on the sale, exchange, retirement or other disposition (including a gift) of, a note as ordinary income to the extent of any accrued market discount that has not previously been included in income. In general, market discount on the notes will accrue ratably over the remaining term of the notes or, at the election of the U.S. holder, under a constant yield method. In addition, a U.S. holder could be required to defer the deduction of all or a portion of the interest paid on any indebtedness incurred or continued to purchase or carry a note unless the U.S. holder elects to include market discount in income currently. Such an election applies to all debt instruments held by a taxpayer and may not be revoked without the consent of the IRS.

Amortization of Premium

A U.S. holder, whose tax basis immediately after its acquisition of a note is greater than the sum of all remaining payments other than qualified stated interest payable on the note, will be considered to have purchased the note at a premium. “Qualified stated interest” is stated interest that is unconditionally payable at least annually at a single fixed rate. A U.S. holder may elect to amortize such bond premium over the life of the notes to offset a portion of the stated interest that would otherwise be includable in income. Such an election generally applies to all taxable debt instruments held by the holder on or after the first day of the first taxable year to which the election applies, and may be revoked only with the consent of the IRS. Holders that acquire a note with bond premium should consult their tax advisors regarding the manner in which such premium is calculated and the election to amortize bond premium over the life of the instrument.

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Sale, exchange, or other disposition of the notes

In general, upon the sale, exchange, redemption, retirement at maturity, or other taxable disposition of a note, a U.S. holder will recognize taxable gain or loss equal to the difference between (1) the amount of the cash and the fair market value of any property received (less any portion allocable to any accrued and unpaid interest, which will be taxable as interest) and (2) the U.S. holder’s adjusted tax basis in the note. Gain or loss realized on the sale, retirement, or other taxable disposition of a note will generally be capital gain or loss. The deductibility of capital losses is subject to limitations.

Backup withholding and information reporting

In general, a U.S. holder of the notes will be subject to backup withholding with respect to interest on the notes, and the proceeds of a sale of the notes, at the applicable tax rate (currently 28%), unless such holder (a) is an entity that is exempt from withholding (including corporations, tax-exempt organizations and certain qualified nominees) and, when required, demonstrates this fact, or (b) provides the payor with its taxpayer identification number (“TIN”), certifies that the TIN provided to the payor is correct and that the holder has not been notified by the IRS that such holder is subject to backup withholding due to underreporting of interest or dividends, and otherwise complies with applicable requirements of the backup withholding rules. In addition, such payments to U.S. holders that are not exempt entities will generally be subject to information reporting requirements. A U.S. holder who does not provide the payor with its correct TIN may be subject to penalties imposed by the IRS. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

Treatment of stated interest

Subject to the discussion of backup withholding below, under the “portfolio interest exemption,” a non-U.S. holder will generally not be subject to U.S. federal income tax (or any withholding tax) on payments of interest on the notes, provided that:

•  the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

•  the non-U.S. holder is not, and is not treated as, a bank receiving interest on an extension of credit pursuant to a loan agreement entered into in the ordinary course of its trade or business;

•  the non-U.S. holder is not a “controlled foreign corporation” that is related (directly or indirectly) to us; and

•  certain certification requirements are met.

Under current law, the certification requirement will be satisfied in any of the following circumstances:

•  If a non-U.S. holder provides to us or our paying agent a statement on IRS Form W-8BEN (or suitable successor form), together with all appropriate attachments, signed under penalties of perjury, identifying the non-U.S. holder by name and address and stating, among other things, that the non-U.S. holder is not a United States person.

•  If a note is held through a securities clearing organization, bank or another financial institution that holds customers’ securities in the ordinary course of its trade or business, (i) the non-U.S. holder provides such a form to such organization or institution, and (ii) such organization or institution, under penalty of perjury, certifies to us that it has received such statement from the beneficial owner or another intermediary and furnishes us or our paying agent with a copy thereof.

•  If a financial institution or other intermediary that holds the note on behalf of the non-U.S. holder has entered into a withholding agreement with the IRS and submits an IRS Form W-8IMY (or suitable successor form) and certain other required documentation to us or our paying agent.

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If the requirements of the portfolio interest exemption described above are not satisfied, a 30% withholding tax will apply to the gross amount of interest on the notes that is paid to a non-U.S. holder, unless either: (a) an applicable income tax treaty reduces or eliminates such tax, and the non-U.S. holder claims the benefit of that treaty by providing a properly completed and duly executed IRS Form W-8BEN (or suitable successor or substitute form) establishing qualification for benefits under the treaty, or (b) the interest is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and the non-U.S. holder provides an appropriate statement to that effect on a properly completed and duly executed IRS Form W-8ECI (or suitable successor form).

If a non-U.S. holder is engaged in a trade or business in the U.S. and interest on a note is effectively connected with the conduct of that trade or business, the non-U.S. holder will be required to pay U.S. federal income tax on that interest on a net income basis (and the 30% withholding tax described above will not apply provided the duly executed IRS Form W-8ECI is provided to us or our paying agent) generally in the same manner as a U.S. person. If a non-U.S. holder is eligible for the benefits of an income tax treaty between the U.S. and its country of residence, and the non-U.S. holder claims the benefit of the treaty by properly submitting an IRS Form W-8BEN, any interest income that is effectively connected with a U.S. trade or business will be subject to U.S. federal income tax in the manner specified by the treaty and generally will only be subject to such tax if such income is attributable to a permanent establishment (or a fixed base in the case of an individual) maintained by the non-U.S. holder in the U.S. In addition, a non-U.S. holder that is treated as a foreign corporation for U.S. federal income tax purposes may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the U.S.

Additional interest if the notes are not timely registered

The interest rate on the notes is subject to increase if the notes are not registered within prescribed time periods. It is possible that such payments might be subject to U.S. federal withholding tax at a rate of 30% or lower treaty rate, if applicable. Non-U.S. holders should consult their own tax advisors as to the tax considerations that relate to the potential additional interest payments.

Sale, exchange, or other disposition of the notes

Subject to the discussion of backup withholding below, a non-U.S. holder generally will not be subject to U.S. federal income tax (or any withholding thereof) on any gain realized by such holder upon a sale, exchange, redemption, retirement at maturity, or other taxable disposition of a note, unless:

•  the non-U.S. holder is an individual present in the U.S. for 183 days or more during the taxable year of disposition and who has a “tax home” in the United States and certain other conditions are met; or

•  the gain is effectively connected with the conduct of a U.S. trade or business of the non-U.S. holder (and, if an applicable income tax treaty so provides, the gain is attributable to a U.S. permanent establishment of the non-U.S. holder or a fixed base in the case of an individual).

If the first exception applies, the non-U.S. holder generally will be subject to U.S. federal income tax at a rate of 30% on the amount by which its U.S.-source capital gains exceed its U.S.-source capital losses. If the second exception applies, the non-U.S. holder will generally be subject to U.S. federal income tax on the net gain derived from the sale, exchange, redemption, retirement at maturity or other taxable disposition of the notes in the same manner as a U.S. person. In addition, corporate non-U.S. holders may be subject to a 30% branch profits tax on any such effectively connected gain. If a non-U.S. holder is eligible for the benefits of an income tax treaty between the United States and its country of residence, the U.S. federal income tax treatment of any such gain may be modified in the manner specified by the treaty.

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Information reporting and backup withholding

When required, we or our paying agent will report to the IRS and to each non-U.S. holder the amount of any interest paid on the notes in each calendar year, and the amount of U.S. federal income tax withheld, if any, with respect to these payments.

Non-U.S. holders who have provided certification as to their non-U.S. status or who have otherwise established an exemption will generally not be subject to backup withholding tax on payments of principal or interest if neither we nor our agent have actual knowledge or reason to know that such certification is unreliable or that the conditions of the exemption are in fact not satisfied.

Payments of the proceeds from the sale of a note to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, additional information reporting, but generally not backup withholding, may apply to those payments if the broker is one of the following: (a) a United States person, (b) a “controlled foreign corporation” for U.S. federal income tax purposes, (c) a foreign person 50 percent or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment was effectively connected with a U.S. trade or business, or (d) a foreign partnership with specified connections to the United States.

Payment of the proceeds from a sale of a note to or through the United States office of a broker will be subject to information reporting and backup withholding unless the non-U.S. holder certifies as to its non-U.S. status or otherwise establishes an exemption from information reporting and backup withholding.

The amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it acquired the outstanding notes for its own account as a result of market-making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A participating broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. The registration rights agreement we executed in connection with the offering of the outstanding notes provides that we will generally not be required to amend or supplement this prospectus for a period exceeding 180 days after the expiration time of the exchange offer and participating broker-dealers shall not be authorized by us to deliver this prospectus in connection with resales after that period of time has expired.

We will not receive any proceeds from any sale of exchange notes by any participating broker-dealer. Exchange notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of the exchange notes. Any participating broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The letter of

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transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain matters with respect to the validity of the exchange notes will be passed upon for us by Gibson, Dunn & Crutcher LLP.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements of Northwest Pipeline Corporation at December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005, incorporated by reference in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon incorporated herein by reference.

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PROSPECTUS

$175,000,000

Northwest Pipeline Corporation

Exchange Offer for All Outstanding

7.00% Senior Notes due 2016

(CUSIP Nos. 667748 AL1 and U66640 AB6)

for new

7.00% Senior Notes due 2016

that have been registered under the Securities Act of 1933

          , 2006

PART II

Item 20.   Indemnification of Directors and Officers

The following summary is subject to the complete text of the statutes and organizational documents of the registrant described below and are qualified in their entirety by reference thereto.

Section 145 of the Delaware General Corporation Law (the “DGCL”) sets forth the circumstances in which a Delaware corporation is permitted and/or required to indemnify its directors and officers. The DGCL permits a corporation to indemnify its directors and officers in certain proceedings if the director or officer has complied with the standard of conduct set out in the DGCL. The standard of conduct requires that the director or officer must have acted in good faith, in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to matters in a criminal proceeding, the director or officer must have had no reason to believe that his or her conduct was unlawful. With respect to suits by or in the right of the corporation, the DGCL permits indemnification of directors and officers if the person meets the standard of conduct, except that it precludes indemnification of directors and officers who are adjudged liable to the corporation, unless the Court of Chancery or the court in which the corporation’s action or suit was brought determines that the director or officer is fairly and reasonably entitled to indemnity for expenses. To the extent that a present or former director or officer of the corporation is successful on the merits or otherwise in his or her defense of a proceeding, the corporation is required to indemnify the director or officer against reasonable expenses incurred in defending himself or herself. The rights provided in Section 145 of the DGCL are not exclusive, and the corporation may also provide for indemnification under bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

The Company’s Amended and Restated By-laws provide for indemnification by it of its directors and officers to the fullest extent permitted by the DGCL. In addition, the Company has entered into indemnity agreements with its directors and certain officers providing for, among other things, the indemnification of and the advancing of expenses to such individuals to the fullest extent permitted by law, and, to the extent insurance is maintained, for the continued coverage of such individuals.

Policies of insurance are maintained by the Company under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers.

Item 21.   Exhibits and Financial Statement Schedules

(a) Exhibits

See the Exhibit Index attached to this registration statement and incorporated herein by reference.

(b) Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts for the Years ended December 31, 2005, 2004 and 2003, incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2005.

Item 22.   Undertakings

The undersigned registrant hereby undertakes:

To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of the receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

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To supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

That, for the purposes of determining any liability under the Securities Act of 1933, each filing of its annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it or them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 23, 2006.

NORTHWEST PIPELINE CORPORATION

By:  /s/  R. Rand Clark

R. Rand Clark

Title: Controller

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date
* Steven J. Malcolm		Chairman of the Board	August 23, 2006
* Phillip D. Wright		Director and Senior Vice President (Principal Executive Officer)	August 23, 2006
* Allison G. Bridges		Director and Vice President	August 23, 2006
* Richard D. Rodekohr		Vice President and Treasurer (Principal Financial Officer)	August 23, 2006
* R. Rand Clark		Controller (Principal Accounting Officer)	August 23, 2006
*By:	/s/  R. Rand Clark R. Rand Clark Attorney-in-Fact

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EXHIBIT INDEX

Exhibit No.			Description
	3	.1	Restated Certificate of Incorporation, as amended, of the Company.
	3	.2	Amended and Restated By-Laws of the Company.
	(4	.1)	Indenture, dated as of June 22, 2006, between the Company and JPMorgan Chase Bank, N.A., as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 23, 2006, File No. 1-7414).
	(4	.2)	Registration Rights Agreement, dated as of June 22, 2006, among the Company and J.P. Morgan securities Inc and Calyon Securities (USA) Inc., on behalf of themselves and the Initial Purchasers listed on Schedule I thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 22, 2006, File No. 1-7414).
	5	.1	Opinion of Gibson, Dunn & Crutcher LLP.
	12	.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
	23	.1	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
	23	.2	Consent of Independent Registered Public Accounting Firm.
	24	.1	Power of Attorney.
	25	.1	Statement of Eligibility of Trustee, JPMorgan Chase Bank, N.A., on Form T-1.
	99	.1	Form of Letter of Transmittal.
	99	.2	Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.
	99	.3	Form of Notice of Guaranteed Delivery.
	99	.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.5	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(  ) Previously filed.

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EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

NORTHWEST PIPELINE CORPORATION

C265-17
FILED
JAN 24 1974 10AM.
[ILLEGIBLE]

RESTATED

CERTIFICATE OF INCORPORATION

OF

NORTHWEST PIPELINE CORPORATION

          NORTHWEST PIPELINE CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

          1. The name of the corporation is Northwest Pipeline Corporation.

          The date of filing its original Certificate of Incorporation with the Secretary of State was June 10, 1965.

          2. The text of the Certificate of Incorporation as amended or supplemented heretofore is further amended hereby to read as herein set forth in full:

          “FIRST: The name of the corporation (hereinafter referred to as the ‘Corporation’) is

NORTHWEST PIPELINE CORPORATION

          SECOND: Its registered office in the State of Delaware is located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, No. 100 West Tenth Street, Wilmington, Delaware, 19801.

          THIRD: The nature of the business, or objects or purposes to be transacted, promoted or carried on are:

     1. To engage in any business or businesses involving the production, purchase, sale, storage, transportation, distribution and marketing of oil, gas, petroleum, chemicals, petrochemicals, hydrocarbons, ores, metals and other minerals and mineral solutions and any and all other natural resources and the derivatives, products and by-products thereof, and, in such connection, to search, prospect and explore for oil, gas, petroleum, ores, metals, minerals and any and all other natural resources and to produce, manufacture, reduce, refine, prepare,

distill and otherwise deal in and with the same and their derivatives, products and by-products; to lay down, construct, maintain and operate pipe lines, tubes, tanks, pump stations, compressor stations, gas purification and dehydration plants, gasoline plants, connections, fixtures, storage houses and reservoirs and such machinery, apparatus, devices and arrangements as may be necessary to operate the same; to own, hold, use and occupy such lands, rights of way, easements, franchises, buildings, plants and structures as may be necessary to accomplish the purposes aforesaid; and in general to engage in such other activities as may in any way relate to or be used or useful in connection with any one or more of the foregoing businesses.

     2. To acquire, by purchase or otherwise, lease, own, hold, sell, convey, develop, equip, maintain, operate and otherwise deal in and with lands containing or thought to contain oil, gas, petroleum, chemicals, petrochemicals, metals, ores, coal and other minerals and mineral substances; and to locate, lease, control, develop, equip, maintain and operate oil wells, gas wells, and mines and the engines, machinery, equipment, appliances and tools of every kind and description used or useful in connection therewith, and any and all rights and interests therein.

     3. To acquire, by purchase or otherwise, construct, lease, own, hold, sell, convey, equip, maintain, operate and otherwise deal in and with pipe lines, cars, tanks, tramways, refineries, reduction plants and any and all other conveyances, facilities, appliances and apparatus for storing, transporting, distributing, marketing, manufacturing, distilling, refining, reducing, preparing or otherwise dealing in and with oil, gas, petroleum, chemicals, petrochemicals, hydrocarbons and the derivatives, products and by-products thereof and any and all other metals, ores, minerals and mineral substances and other natural resources and the derivatives, products and by-products thereof.

     4. To acquire, by purchase or otherwise, lease, sell, convey, own, hold, operate, survey, improve, cultivate, reforest and otherwise deal in and with timber lands, woodlands and timber rights; to cut or take wood or timber therefrom; to acquire, by purchase or otherwise, sell, lease or otherwise dispose of or use in any manner, any and all rights, privileges, easements, and interests in, on, over and upon such lands; to engage in and transact a lumber business in any and all of its branches; to acquire, by purchase or otherwise, sell or otherwise dispose of and in any manner deal in and with timber, trees, logs, lumber and wood of any and all kinds in any and all forms and conditions, whether felled or standing; and to fell, haul, float or otherwise transport, cut, dress, treat,

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work, or handle timber, trees, logs, lumber and wood of any and all kinds in any manner and for any and all purposes.

     5. To engage in any other lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

           FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 11,000,000, of which 1,000,000 shares are to be of a class designated Preferred Stock (hereinafter called the Preferred Stock), of the par value of $1.00 each, and 10,000,000 shares are to be of a class designated Common Stock (hereinafter called the Common Stock), of the par value of $1.00 each.

           The voting powers, designations, preferences, and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of each class of stock of the Corporation which are fixed by this Certificate of Incorporation, and the authority expressly vested in the Board of Directors to fix by resolution or resolutions providing for the issue of Preferred Stock the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of Preferred Stock which are not fixed by this Certificate of Incorporation are as follows:

           (a) The Preferred Stock may be issued from time to time in one or more series of any number of shares provided that the aggregate number of shares issued and not canceled of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized. Each series of Preferred Stock shall be distinctively designated by letter or descriptive words. All series of Preferred Stock shall rank equally and identical in all respects except as permitted by the provisions of this Article FOURTH.

           (b) Authority is hereby expressly vested in the Board of Directors from time to time to issue the Preferred Stock as Preferred Stock of any series and in connection with the creation of each such series to fix by the resolution or resolutions providing for the issue of shares thereof the voting powers, if any, the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such series to the full extent now or hereafter permitted by this Certificate of Incorporation and the laws of the State of Delaware, in respect of the matters set forth in the following subparagraphs (1) to (11) inclusive:

     (1) the distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by a resolution or resolutions of the Board of Directors;

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     (2) the dividend rate payable on shares of such series, any preferences to or provisions in relation to the dividends payable on any other class or classes or of any other series of stock, any limitations, restrictions or conditions on the payment of dividends, whether or not dividends shall be cumulative and the date or dates from which dividends shall commence to accrue and, if cumulative, shall be cumulative;

     (3) whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to redemption, the price or prices at which, and the terms and conditions on which, the shares of such series may be redeemed by the Corporation;

     (4) the amount or amounts payable upon the shares of such series in the event of any liquidation, dissolution or winding up of the Corporation;

     (5) whether or not the share of such series shall be made convertible into, or exchangeable for, shares of any other class or classes of stock of the Corporation, or any series thereof, or of any other series of the same class of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

     (6) whether or not the shares of such series shall have any voting powers and, if voting powers are so granted, the extent of such voting powers;

     (7) whether or not the shares of such series shall be subject to the operation of a retirement or sinking fund, and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;

     (8) the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation, of the Common Stock or any other class or classes of stock of the Corporation ranking junior to the shares of such series either as to dividends or upon liquidation;

     (9) the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock (including additional shares of such

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series or of any other series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets on liquidation, dissolution or winding up;

     (10) whether or not the issue of any additional shares of such series or of any future series in addition to such series shall be subject to restrictions in addition to the restrictions, if any, on the issue of additional shares imposed in the resolution or resolutions fixing the terms of any outstanding series of Preferred Stock theretofore issued pursuant to this Article FOURTH and, if subject to additional restrictions, the extent of such additional restrictions; and

     (11) any other preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall not be inconsistent with this paragraph (b) of this Article FOURTH.

          (c) out of funds of the Corporation legally available for dividends, the holders of Preferred Stock of each series shall be entitled to receive, when and as declared by the Board of Directors, dividends in cash at the per annum rate for such series fixed by the Board of Directors, as provided in paragraph (b) of this Article FOURTH, and no more, payable on such date or dates as may be designated by the Board of Directors (each such date being herein called a dividend payment date and each period ending on a dividend payment date being herein called a dividend period), to stockholders of record on the respective date or dates, not exceeding sixty (60) days preceding such dividend payment date or dates, fixed for that purpose by the Board of Directors, in each case from the date of cumulation (as defined in paragraph (h) of this Article FOURTH) of such series (provided, however, that, if the date of cumulation of such series shall be a date less than thirty (30) days prior to a dividend payment date, the dividend that would otherwise be payable on such dividend payment date will be payable on the next succeeding dividend payment date). Except as may otherwise be provided in the resolution or resolutions providing for the issue of any series of Preferred Stock, dividends on Preferred Stock shall be cumulative (whether or not in any dividend period there shall be funds of the Corporation legally available for the payment of such dividends), so that, if at any time full cumulative dividends (as defined in paragraph (h) of this Article FOURTH) upon the Preferred Stock outstanding of all series to the end of the last completed dividend period shall not have been paid or declared and a sum sufficient for the payment thereof set apart for such payment, the amount of the deficiency shall be fully paid, but without interest, or dividends in such amount declared on each such series and a sum sufficient for the payment thereof shall have been set apart for such payment, before any sum or sums shall be set aside for or applied to the redemption or purchase of Preferred Stock of any series (either pursuant to any applicable sinking fund or purchase fund provisions or any redemptions authorized pursuant to paragraph (g) of this Article FOURTH or otherwise) or set aside for or applied

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to the purchase of Common Stock and before any dividend shall be declared or paid upon or set apart for, or any other distribution ordered or made in respect of, the Common Stock (other than a dividend payable in Common Stock); provided, however, that any moneys deposited in the sinking fund or purchase fund provided for any series of Preferred Stock in the resolution or resolutions providing for the issue of shares of said series, in compliance with the provisions of such sinking fund or purchase fund and of this paragraph (c), may thereafter be applied to the redemption or purchase of Preferred Stock in accordance with the terms of such fund whether or not at the time of such application full cumulative dividends upon the outstanding Preferred Stock of all series to the end of the then current dividend period shall have been paid or declared and a sum sufficient for the payment thereof shall have been set apart for such payment. All dividends declared upon Preferred Stock of the respective series outstanding for any dividend period shall be declared pro rata, so that the amounts of dividends per share declared for such period on the Preferred Stock of different series that were outstanding during such period shall in all cases bear to each other the same ratio that the respective dividend rates of such series for such period bear to each other.

          (d) Before any sum or sums shall be set aside for or applied to the purchase of Common Stock and before any dividend shall be declared or paid upon or set apart for, or any other distribution ordered or made in respect of, the Common Stock (other than a dividend payable in Common Stock), the Corporation shall comply with the sinking fund or purchase fund provisions, if any, of any resolution or resolutions providing for the issue of any series of Preferred Stock any shares of which shall at the time be outstanding.

          (e) Subject to the provisions of paragraphs (c) and (d) of this Article FOURTH, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.

          (f) In the event of any liquidation, dissolution or winding up of the Corporation, the holders of all outstanding Preferred Stock of all series shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, an amount determined as provided in paragraph (b) of this Article FOURTH for every share of their holdings of Preferred Stock of such series before any distributions of assets shall be made to the holders of Common Stock. If upon any such liquidation, dissolution or winding up of the Corporation the assets of the Corporation available for distribution to its stockholders shall be insufficient to permit the payment in full of the respective amounts to which the holders of all outstanding Preferred Stock of all series shall be entitled, the holders of all outstanding Preferred Stock of all series shall share ratably in any distribution of assets according to the respective

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amount which would be payable in respect of the shares of Preferred Stock held by them upon such distribution if all amounts payable on or with respect to Preferred Stock of all series were paid in full. If, in the event of any liquidation, dissolution or winding up of the Corporation, the holders of all outstanding Preferred Stock of all series shall have received the full amount to which they shall be entitled as aforesaid, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders. Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation, nor the sale, lease or conveyance, of all or a part of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph (f).

          (g) Subject to any requirements which may be applicable to the redemption of any series of Preferred Stock as provided in any resolution or resolutions providing for the issue of such series of Preferred Stock, the Preferred Stock of any series, at any time outstanding, may, if so provided in the resolution or resolutions providing for the issue of such series, be redeemed by the Corporation, at its election expressed by resolution of the Board of Directors, at any time or from time to time, upon not less than thirty (30) days’ prior notice to the holders of record of Preferred Stock to be redeemed, given by mail, or by publication in such manner as may be prescribed by resolution or resolutions of the Board of Directors.

     (1) if such redemption shall be otherwise than by the application of moneys in any sinking fund referred to in paragraph (c) of this Article FOURTH, at the redemption price, fixed as provided in paragraph (b) of this Article FOURTH, at which shares of Preferred Stock of the particular series may then be redeemed at the option of the Corporation and

     (2) if such redemption shall be by the application of moneys in any sinking fund referred to in paragraph (c) of this Article FOURTH, at the redemption price, fixed as provided in paragraph (b) of this Article FOURTH, at which shares of Preferred Stock of the particular series may then be redeemed for such sinking fund;

provided, however, that, before Preferred Stock of any series shall be redeemed at said redemption price thereof specified in clause (1) of this paragraph (g), all moneys at the time in the sinking fund, if any, for Preferred Stock of that series shall first be applied, as nearly as may be, to the purchase or redemption of Preferred Stock of that series as provided in the resolution or resolutions of the Board of Directors

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providing for such sinking fund. If less than all the outstanding shares of Preferred Stock of any series are to be redeemed, the redemption may be made either by lot or pro rata or in such fair and equitable other manner as may be prescribed by resolution of the Board of Directors. The Corporation may, if it shall so elect, provide moneys for the payment of the redemption price by depositing the amount thereof for the account of the holders of Preferred Stock entitled thereto with a bank or trust company doing business in the Borough of Manhattan, in the City of New York, State of New York, and having capital and surplus of at least Ten Million Dollars ($10,000,000). The date upon which such deposit may be made by the Corporation (herein called the date of deposit) shall be prior to the date fixed as the date of redemption. In any such case there shall be included in the notice of redemption a statement of the date of deposit and of the name and address of the bank or trust company with which the deposit has been or will be made. From and after the date fixed in any such notice of redemption as the date of redemption (unless default shall be made by the Corporation in providing moneys for the payment of the redemption price pursuant to such notice) or, if the Corporation shall have made such deposit on or before the date specified therefor in such notice, then from and after the date of deposit, all dividends on the shares of Preferred Stock called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price as hereinafter provided and, in the case of such deposit, any conversion rights not theretofore expired, shall cease and terminate and such shares shall no longer be deemed outstanding. Such conversion rights, however, in any event shall cease and terminate upon the date fixed for redemption or upon any earlier date fixed by the Board of Directors pursuant to paragraph (b) of this Article FOURTH for termination of such conversion rights. At any time on or after the date fixed as aforesaid for such redemption or, if the Corporation shall elect to deposit the moneys for such redemption as herein provided, then at any time on or after the date of deposit and without awaiting the date fixed as aforesaid for such redemption, the respective holders of record of the Preferred Stock to be redeemed shall be entitled to receive the redemption price upon actual delivery to the Corporation, or, in the event of such deposit, to the bank or trust company with which such deposit shall be made of certificates for the number of shares to be redeemed, such certificates to be duly endorsed in blank or accompanied by proper instruments of assignment and transfer thereof duly endorsed in blank. Any moneys so deposited which shall not be required for such redemption because of the exercise of any right of conversion subsequent to the making of such deposit shall be returned to the Corporation. Any moneys so deposited which shall remain unclaimed by the holders of such Preferred Stock at the end of four (4) years after the redemption date, together with any interest thereon allowed by the bank or trust company with which the deposit shall have been made, shall be paid by such bank or trust company to the Corporation and such holders shall thereafter look only to the Corporation for payment of the redemption price.

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          (h) The term ‘date of cumulation’ as used with reference to the Preferred Stock of any series shall be deemed to mean the date fixed by the Board of Directors as the date of cumulation of such series at the time of the creation thereof or, if no date shall have been so fixed, the date on which shares of such series are first issued; provided, however, that the date of cumulation for additional shares of any series of Preferred Stock issued after the original issue of shares of such series shall be the first day of the dividend period in which such additional shares shall be issued. Whenever used with reference to any shares of any series of Preferred Stock, the term ‘full cumulative dividends’ shall be deemed to mean (whether or not in any dividend period, or any part thereof, in respect of which such term is used there shall have been funds of the Corporation legally available for the payment of such dividends) that amount which shall be equal to dividends at the full dividend rate fixed for such series as provided in paragraph (b) of this Article FOURTH for the period of time elapsed from the date of cumulation of such series to the date as of which full cumulative dividends are to be computed (including any amount equal to the dividend at such rate for any fraction of a dividend period included in such period of time). In the event of the issue of additional shares of Preferred Stock of any series after the original issue of shares of Preferred Stock of such series, all dividends paid on Preferred Stock of such series prior to the date of issue of such additional shares, and all dividends declared and payable to holders of record of Preferred Stock of such series on any date prior to the issue of such additional shares, shall be deemed to have been paid on the additional shares so issued.

          (i) Shares of any series of Preferred Stock which have been redeemed or purchased by the Corporation (whether through the operation of a sinking fund or purchase fund or otherwise), or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of the Corporation of any other class or classes, or any series thereof, or of any other series of the same class of stock of the Corporation, shall, upon appropriate filing and recording to the extent required by law, have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of such series or of any other series of Preferred Stock.

          (j) No holder of any shares of stock of any class of the Corporation, whether now or hereafter authorized, shall be entitled to any preemptive, preferential or other rights to subscribe for or purchase or acquire any shares of stock of any class or any other securities of the Corporation, whether now or hereafter authorized, and whether or not convertible into, or evidencing or carrying the right to purchase or acquire, shares of stock of any class, or any series thereof, or any other securities now or hereafter authorized, and, in either case, whether the same shall be issued for cash, services or property, or by way of dividend or otherwise.

          (k) Subject to the provisions of this Certificate of Incorporation and except as otherwise provided by law, the shares

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of stock of the Corporation, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

          (l) Except as otherwise provided by law, or this Certificate of Incorporation, or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of shares of Preferred Stock, as such holders, shall not have any right to vote, and are hereby specifically excluded from the right to vote, in the election of directors or for any other purpose. Except as aforesaid, the holders of Preferred Stock, as such holders, shall not be entitled to notice of any meeting of stockholders.

          (m) Subject to the provisions of any applicable law, or of the By-laws of the Corporation as from time to time amended, with respect to the closing of the transfer books or the fixing of a record date for the determination of stockholders entitled to vote and except for such voting powers, if any, as are granted to the holders of Preferred Stock by law or as may be granted by the Board of Directors to the holders of any one or more series of Preferred Stock in the resolution or resolutions providing for the issue of any such series, voting power for the election of directors and for all other purposes shall be vested exclusively in the Common Stock, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation.

          FIFTH: The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars ($1,000).

          SIXTH: The Corporation is to have perpetual existence.

          SEVENTH: The private property of the stockholders of the Corporation shall not be subject to the payment of corporate debts to any extent whatever.

          EIGHTH: The Board of Directors is expressly authorized and empowered to make, adopt, alter, amend and repeal from time to time the By-laws of the Corporation, subject to the power of the stockholders of the Corporation to alter and repeal any By-laws made by the Board of Directors.

          NINTH: The Corporation reserves the right to amend the provisions contained in this Certificate and in any Certificate amendatory thereof in the manner now or hereafter prescribed by law, and all rights conferred on stockholders or others hereunder or thereunder are granted subject to such reservation.”

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          3. This restated Certificate of Incorporation was duly adopted by unanimous written consent of the stockholders in accordance with the applicable provisions of Sections 228, 242 and 245, of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, NORTHWEST PIPELINE CORPORATION has caused this Certificate to be signed by John B. Megahan, its Vice President, and attested by Wayne S. Gerber, its Secretary, this 16th day of January, 1974.

[SEAL OF NORTHWEST PIPELINE CORPORATION]	NORTHWEST PIPELINE CORPORATION
	By	/s/ John B. Megahan
		Vice President

ATTEST:

By	/s/ Wayne S. Gerber
	Secretary

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CERTIFICATE OF AGREEMENT OF MERGER

OF

NORTHWEST PIPELINE CORPORATION (DEL.DOM.)

MERGING

NPC, INC. (DEL.DOM.)

UNDER NAME OF

NORTHWEST PIPELINE CORPORATION (DEL. DOM.)

6265-17

FILED

1975

FEB 28 1975 12 YEARS

[ILLEGIBLE]

AGREEMENT AND PLAN OF MERGER

      This Agreement dated as of December 5, 1974, among Northwest Pipeline Corporation, a Delaware corporation (“Pipeline”). NPC, INC., a Delaware corporation (“NPC”), said two corporations being herein sometimes collectively called the “Constituent Corporations” and Northwest Energy Company, a Delaware corporation (“Energy”), as a third party thereto.

Witnesseth:

     Whereas, Pipeline is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on June 10, 1965 by a Certificate of Incorporation filed with the Secretary of State and recorded in the Office of the Recorder of Deeds of the County of New Castle, Delaware on that date, said Certificate of Incorporation having been amended from time to time thereafter: the principal office of Pipeline in the State of Delaware is located at 100 West Tenth Street in the City of Wilmington, County of New Castle; and the name of its registered agent at such office is The Corporation Trust Company; and

     Whereas, Energy is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on February 7, 1974, by a Certificate of Incorporation filed with the Secretary of State and recorded in the Office of the Recorder of Deeds in the County of New Castle, Delaware, on that date; the principal office of Energy in the State of Delaware is located at 100 West Tenth Street, in the City of Wilmington, County of New Castle; and the name of its registered agent at such office is The Corporation Trust Company; and

     Whereas, NPC is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on September 23, 1974, by a Certificate of Incorporation filed with the Secretary of State and recorded in the Office of the Recorder of Deeds in the County of New Castle, Delaware on that date; the principal office of NPC in the State of Delaware is located at 100 West Tenth Street in the City of Wilmington, County of New Castle; and the name of its registered agent at such office is The Corporation Trust Company; and

     Whereas, Pipeline at the date of this Agreement has an authorized capitalization consisting of (i) 10,000,000 shares of Common Stock, par value $1 per share, of which 3,491,168 shares are now issued and outstanding; and (ii) 1,000,000 shares of Preferred Stock, par value $1 per share, issuable in series, of which no shares are now issued and outstanding; and

     Whereas, on the date this Agreement becomes effective, Energy will have an authorized capitalization consisting of 10,000,000 shares of Common Stock, par value of $1 per share, of which 1,000 shares have been validly issued and are outstanding and owned by Pipeline, and 1,000,000 shares of Preferred Stock, par value of $1 per share, issuable in series, of which no shares are now issued and outstanding; and

     Whereas, NPC has an authorized capitalization consisting of 100 shares of Common Stock, par value of $ 1 per share, all of which have been validly issued and are outstanding; and all of which are owned by Energy; and

     Whereas. the Boards of Directors of the parties hereto deem it desirable, upon the terms and subject to the conditions herein stated, that NPC be merged with and into Pipeline and that Pipeline be the surviving corporation, with the outstanding shares of Common Stock, par value $1 per share of Pipeline converted into shares of Common Stock, par value $1 per share, of Energy; the outstanding shares of Common Stock, par value $1 per share, of NPC converted into shares of Common Stock, par value $1 per share of Pipeline; and the 1,000 shares of Common Stock of Energy owned by Pipeline returned by Pipeline to Energy, so that after the merger all of the outstanding Common Stock of Energy will be owned by those who, prior to the merger, owned the outstanding Common Stock of Pipeline;

     Now, Therefore , it is agreed as follows:

SECTION 1

Terms

     1.1 Upon the terms and subject to the conditions herein stated, it is agreed that on the effective date of the merger, NPC shall be merged with and into Pipeline, with Pipeline as the surviving corporation (hereinafter referred to as the “Surviving Corporation”).

     1.2 Upon the effective time of the merger:

     (a) Each outstanding share of Common Stock of Pipeline immediately prior to the effective time of the merger and all rights in respect thereof shall, by virtue of the merger and without any action on the part of the holder thereof, be converted into one outstanding share of Common Stock of Energy.

     (b) The number of outstanding shares of NPC Common Stock immediately prior to the effective time of the merger shall be increased to equal the number of shares of Pipeline outstanding immediately prior to the effective time of the merger and each such outstanding share of NPC Common Stock and all rights in respect thereof shall, by virtue of the merger and without any action on the part of Energy, be converted into one outstanding share of Common Stock of Pipeline.

     (c) The 1,000 shares of Common Stock of Energy owned by Pipeline immediately prior to the effective time of the merger shall be contributed to, and transferred by Pipeline to, Energy.

     1.3 Each holder of a stock certificate or certificates representing outstanding shares of Common Stock of Pipeline immediately prior to the merger, upon surrender of such certificate or certificates to Energy after the effective date of the merger, shall be entitled to receive a stock certificate or certificates representing the same number of shares of Common Stock of Energy. Until so surrendered, each such stock certificate shall, by virtue of the merger, become and be deemed for all purposes to evidence ownership of the same number of shares of Common Stock of Energy.

     1.4 If any certificate representing Common Stock of Energy is to be issued in a name other than that in which the certificate of Pipeline surrendered is registered, it shall be a condition of such issuance that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance shall either pay to Energy or its transfer agents any transfer or other taxes required by reason of the issuance of certificates representing Common Stock of Energy in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of Energy or its transfer agents that such tax has been paid or is not applicable.

SECTION 2

Effective Time of Merger

     2.1 This Agreement shall be submitted to the stockholders of each of the Constituent Corporations as provided by the applicable laws of the State of Delaware. If this Agreement is duly adopted by the requisite votes of such stockholders and is not terminated as contemplated by Section 4, this Agreement, certified, executed and acknowledged in compliance with the provisions of applicable law, shall be delivered for filing to the Secretary of State of Delaware, and thereafter one copy of this Agreement, certified by the Secretary of State of Delaware, shall be recorded in the Office of the Recorder of New Castle County, Delaware.

     The Merger shall become effective as of 5:00 P.M., Delaware time, on the day on which this Agreement is filed with the Secretary of State of Delaware, which time is sometimes referred to as the “effective time of the merger.”

2

     2.2 The Certificate of Incorporation and the By-laws of Pipeline in existence and effect immediately prior to the effective time of the merger shall be the Certificate of Incorporation and By-laws, respectively, of the Surviving Corporation, until the same shall thereafter be altered, amended, or repealed, in accordance with their respective terms.

     2.3 At the effective time of the merger all and singular the rights, privileges, powers and franchises, as well of a public as of a private nature, and all the property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to either of them on whatever account, including subscriptions to shares and all other things in action, or belonging to either of them, shall be taken and deemed to be transferred to, and shall be vested in, the Surviving Corporation without further act or deed; and all property, rights, privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate, whether vested by deed or otherwise in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the merger; but the Surviving Corporation shall thenceforth be liable for all debts, liabilities, obligations, duties and penalties of each of the Constituent Corporations, and all said debts, liabilities, obligations, duties and penalties shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities, obligations, duties and penalties had been incurred or contracted by it. No liability or obligation due at the effective time of the merger, or then to become due, claim or demand for any cause then existing against either of the Constituent Corporations, or any shareholder, officer or director thereof, shall be released or impaired by the merger, and all rights of creditors and all liens upon property of either of the Constituent Corporations shall be preserved unimpaired.

     2.4 At the effective time of the merger the assets and liabilities of the Constituent Corporations (except items of capital and surplus) shall be taken up or continued, as the case may be, on the books of the Surviving Corporation at the amounts at which they respectively shall be carried on the books of the respective Constituent Corporations immediately prior to the effective time of the merger, and the capital and surplus accounts of the Surviving Corporation shall be determined in accordance with generally accepted accounting principles by the Board of Directors of the Surviving Corporation.

     2.5 From time to time, as and when requested by the Surviving Corporation, or by its successors or assigns, Pipeline shall execute and deliver or cause to be executed and delivered all such deeds and other instruments, and shall take or cause to be taken all such further and other action, as the Surviving Corporation, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation, and its successors and assigns, title to and possession of all the property, rights, privileges, powers and franchises referred to in Section 2.3 hereof and otherwise to carry out the intent and purposes of this Agreement.

SECTION 3

Covenants and Agreements

     3.1 Pipeline covenants and agrees that it will present this Agreement for adoption or rejection by vote of the holders of Common Stock of Pipeline at a Special Meeting of Stockholders called for such purpose, will furnish to such holders such documents and information in connection therewith as required by law, and will recommend approval of this Agreement by such holders.

     3.2 Energy covenants and agrees that (i) it will, as sole stockholder of NPC, vote all shares of NPC Common Stock owned by it to approve this Agreement as provided by law, and (ii) it will not, prior to the effective date of the merger, without obtaining the written consent of Pipeline, permit any change in NPC or its capital stock.

     3.3 Energy and Pipeline covenant and agree that they will, before or after the effective date of the merger, take or cause to be taken such actions as are necessary to amend or supplement the existing employee benefit plans of Pipeline or cause comparable new plans to be adopted, so that the existing rights of participants under such plans are preserved to the fullest possible extent and benefits comparable to those currently available thereunder continue to be available.

3

SECTION 4

Termination of Agreement

     At any time prior to the filing of this Agreement with the Secretary of State of Delaware, this Agreement may be terminated and abandoned by the Board of Directors of Pipeline, notwithstanding favorable action on the merger by the stockholders of either or both of the Constituent Corporations.

SECTION 5

Miscellaneous

     5.1 This Agreement may be amended by an agreement in writing, before or after the meeting of stockholders of Pipeline and the vote of Energy as sole stockholder of NPC, at any time prior to the effective date of the merger, with respect to any of the terms contained herein except the terms of the conversion provided for in Section 1.2.

     5.2 This Agreement shall be construed under and in accordance with and be governed by the laws of the State of Delaware.

     5.3 This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

     5.4 This Agreement may be executed in one or more counterparts, each of which when duly executed shall be deemed an original, and such counterparts shall together constitute one and the same instrument.

     In Witness Whereof, Pipeline, NPC and Energy have each caused this Agreement to be executed by its Chairman of the Board or President or any Vice President and attested by its Secretary or any Assistant Secretary, and its corporate seal affixed, all as of the date first above written.

	The Constituent Corporations:
		Northwest Pipeline Corporation
[SEAL OF NORTHWEST PIPELINE CORPORATION]
			By	/s/ A.N Porter
Attest:				Vice President-Finance & Treasurer
/s/ William P. Diener
Assistant Secretary
[SEAL OF NPC, INC.]
	NPC, INC.
			By	/s/ [ILLEGIBLE]
Attest:				Vice President
/s/ David M. Higbee
Assistant Secretary
	The Third Party:
		Northwest Energy Company
[SEAL OF NORTHWEST ENERGY COMPANY]
			By	/s/ Thomas W. diZerega
Attest:				Vice President
/s/ David M. Higbee Assistant Secretary

     I, Thomas W. diZerega, Secretary of Northwest Pipeline Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary, that the Agreement and Plan of Merger to which this certificate is attached, after having been duly signed on behalf of the said corporation and having been signed on behalf of NPC, INC., a corporation of the State of Delaware, was duly submitted to the stockholders of said Northwest Pipeline Corporation at a special meeting of said stockholders called and held separately from the meeting of stockholders of any other corporation after at least 20 days’ notice by mail as provided by Section 251 of Title 8 of the Delaware Code of 1953 on the 27th day of February, 1975, for the purpose, among other things, of considering and taking action upon the proposed Agreement and Plan of Merger; that 3,491,168 shares of Common Stock of said corporation were on said date issued and outstanding and were the only shares having voting power; that the proposed Agreement and Plan of Merger was approved by an affirmative vote representing at least a majority of the outstanding stock of said corporation entitled to vote thereon, and that thereby the Agreement and Plan of Merger was at said meeting duly adopted as the act of the stockholders of Northwest Pipeline Corporation and was the duly adopted agreement of said corporation.

     Witness my hand this 27^th day of Feb, 1975.

/s/ Thomas W. deZerega

Secretary

     I, David M. Higbee, Assistant Secretary of NPC, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certify as such Assistant Secretary, that the Agreement and Plan of Merger to which this certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of Northwest Pipeline Corporation, a corporation of the State of Delaware, was duly adopted pursuant to Section 228 of Title 8 of the Delaware Code of 1953, by the unanimous written consent of Northwest Energy Company, the sole stockholder holding 100 shares of the Common Stock of NPC, INC., these being all its issued and outstanding shares having voting power, and that thereby the Agreement and Plan of Merger was duly adopted as the act of the sole stockholder of NPC, INC. and the duly adopted agreement of the said corporation.

     Witness my hand this 27^th day of February, 1975.

/s/ David M. Higbee

Assistant Secretary

[SEAL]

[SEAL]

5

     The Above Agreement and Plan of Merger, having been executed on behalf of each of the Constituent Corporations which are parties thereto, and having been adopted separately by each such corporate party thereto, in accordance with the provisions of the General Corporation Law of the State of Delaware, and that fact having been certified on said Agreement and Plan of Merger by the Secretary or Assistant Secretary of each such corporate party thereto, the Chairman of the Board of Directors or the President of each such corporate party thereto does hereby attest the said Agreement and Plan of Merger, as the respective act, deed and agreement of each of said corporations, on this 27^th day of February, 1975.

	Northwest Pipeline Corporation
[SEAL OF NORTHWEST PIPELINE CORPORATION]		By	[ILLEGIBLE]
			President & Chairman of the Board
[ILLEGIBLE] Assistant Secretary
	npc, inc.
[SEAL OF NPC. INC.]		By	[ILLEGIBLE]
			President & Chairman of the Board
[ILLEGIBLE] Assistant Secretary

6

CERTIFICATE OF AMENDMENT

OF

NORTHWEST PIPELINE CORPORATION

6265 - 17
FILED
MAY 22 1975 10 AM

[ILLEGIBLE]
[ILLEGIBLE]

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

**********

          NORTHWEST PIPELINE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of Northwest Pipeline Corporation, at a meeting of said Board held on May 2, 1975, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and resolving to put the matter before the sole stockholder of said Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

     RESOLVED that the first paragraph of Article FOURTH of the Restated Certificate of Incorporation of this Corporation be amended so that, as amended, said first paragraph of Article FOURTH shall be and read as follows:

     FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,034,912, of which 1,000,000 shares are to be of a class designated Preferred Stock (hereinafter called the Preferred Stock) of the par value of $1.00 each, and 34,912 shares are to be of a class designated Common Stock (hereinafter called the Common Stock) of the par value of $100.00 each.

     RESOLVED that upon the filing with the Secretary of State of a Certificate of Amendment of the Restated Certificate of Incorporation to effect the foregoing change in Article FOURTH of said Restated Certificate of Incorporation, the number of shares of outstanding Common Stock of this Corporation and the par value thereof shall be changed from 3,491,168 shares of the par value of One Dollar ($1.00) each to 34,912 shares of the par value of One Hundred Dollars ($100.00) each.

          SECOND: That thereafter, pursuant to Section 228 of the General Corporation Law of the State of Delaware, the sole stockholder of the Corporation unanimously consented to said amendment.

          THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said Northwest Pipeline Corporation has caused this Certificate to be signed by Thomas W. diZerega, its Vice President, and attested by David M. Higbee, its Assistant Secretary, this 9th day of May,1975.

	NORTHWEST PIPELINE CORPORATION
	By	/s/ Thomas W. diZerega
		Thomas W. diZerega
		Vice President
[SEAL OF NORTHWEST PIPELINE CORPORATION]
ATTEST:
/s/ David M. Higbee
David M. Higbee
Assistant Secretary

STATE OF UTAH	)
	:	ss.
COUNTY OF SALT LAKE	)

          BE IT REMEMBERED, that on this 9th day of May, 1975, before me, a Notary Public in and for the State of Utah, personally appeared Thomas W. diZerega, personally known to me to be one of the persons whose name is subscribed to the foregoing Certificate, and, I having first made known to him the contents of said Certificate, he did acknowledge

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said Certificate to be his act and deed, and that the facts therein stated are truly set forth therein.

          Given under my hand and seal of office this day and year aforesaid.

	/s/ Barbara Morens
	Notary Public
	Residing at: Salt Lake City, Utah
[SEAL]
My Commission Expires:
May 6, 1978

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CERTIFICATE OF AMENDMENT

OF

NORTHWEST PIPELINE CORPORATION

6265-17
FILED
DEC 31, 1975 10 A.M
[ILLEGIBLE]

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

*******

          NORTHWEST PIPELINE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of Northwest Pipeline Corporation, at a meeting of said Board held on December 29, 1975, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and resolving to put the matter before the sole stockholder of said Corporation for consideration thereof. The resolutions setting forth the proposed amendment are as follows:

     RESOLVED, that the first paragraph of Article FOURTH of the Restated Certificate of Incorporation of this Corporation be amended so that, as amended, said first paragraph of Article FOURTH shall be and read as follows:

     “FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 10,034,912, of which 10,000,000 shares are to be of a class designated Preferred Stock (hereinafter called the Preferred Stock) of

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the par value of $1.00 each, and 34,912 shares are to be of a class designated Common Stock (hereinafter called the Common Stock) of the par value of $100.00 each.”

          SECOND: That thereafter, pursuant to Section 228 of the General Corporation Law of the State of Delaware, the sole stockholder of the Corporation consented to said amendment.

          THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said Northwest Pipeline Corporation has caused this Certificate to be signed by A.N. Porter, a Vice President, and attested by William P. Diener, an Assistant Secretary this 30th day of December, 1975.

	NORTHWEST PIPELINE CORPORATION
	By	/s/ A. N. Porter
		Vice President
ATTEST:
/s/ William P. Diener Assistant Secretary

CERTIFICATE OF DESIGNATION

OF

NORTHWEST PIPELINE CORPORATION

6265 - 17
FILED
JAN 14 1976 10 AM.

[ILLEGIBLE]
SECRETARY OF STATE

NORTHWEST PIPELINE CORPORATION

Certificate of Designation, Preferences and Rights of a Series of Preferred Stock by Resolution of the Board of Directors providing for an Issue of 800,000 Shares of Preferred Stock Designated “ $2.50 Cumulative Preferred Stock”

NORTHWEST PIPELINE CORPORATION

Certificate of Designation, Preferences and Rights of a Series of Preferred Stock by Resolution of the Board of Directors providing for an Issue of 800,000 Shares of Preferred Stock Designated “$2.50 Cumulative Preferred Stock”

          Northwest Pipeline Corporation (hereinafter referred to as the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 of Title 8 of the Delaware Code, does HEREBY CERTIFY:

          That pursuant to authority conferred upon the Board of Directors of the Corporation by the Restated Certificate of Incorporation of the Corporation, said Board of Directors, at a meeting duly convened and held on January 12,1976, at which a quorum was present and acting throughout, adopted a resolution providing for the issuance of a series of Preferred Stock consisting of 800,000 shares, designated “$2.50 Cumulative Preferred Stock”, which resolution is as follows:

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     RESOLVED, that pursuant to the authority vested in this Board of Directors by the Restated Certificate of Incorporation, this Board of Directors does hereby provide for the issue of an initial series of the Preferred Stock, par value $1.00 per share, of the Corporation to be designated “$2.50 Cumulative Preferred Stock” (herein called the “$2.50 Preferred Stock”), consisting of and to be limited to 800,000 shares of the presently authorized but unissued shares of Preferred Stock, and, to the extent that the voting powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the $2.50 Preferred Stock are not stated and expressed in the Restated Certificate of Incorporation, does hereby fix and herein state and express such voting powers, designations, preferences and relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof as follows (all terms used herein which are defined in the Restated Certificate of Incorporation to have the meanings provided in said Restated Certificate of Incorporation):

     I. The dividend rate on the $2.50 Preferred Stock shall be $2.50 per annum, payable quarterly on the first days of January, April, July and October, which dividends shall be cumulative; and the date from which dividends thereon shall accrue and cumulate shall be the date of original issuance.

     II. The holders of the $2.50 Preferred Stock shall be entitled to receive (in addition to accrued and unpaid dividends) the then applicable optional redemption price per share in the event of a voluntary liquidation, dissolution or winding up of the Corporation and $25 per share in the event of an involuntary liquidation, dissolution or winding up of the Corporation.

     III. The $2.50 Preferred Stock may be redeemed in whole or in part at any time or from time to time at the option of the Board of Directors at the following redemption prices per share, plus in each case an amount equal to accrued and unpaid dividends thereon to the redemption date:

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	Optional Redemption
If Redeemed	Price Per Share
On or before December 31, 1980	$	27.50
From January 1, 1981 to December 31, 1984, inclusive	$	26.875
From January 1, 1985 to December 31, 1988, inclusive	$	26.250
From January 1, 1989 to December 31, 1992, inclusive	$	25.625
On or after January 1, 1993	$	25.00;

provided, however, that prior to January 1, 1981 no shares of $2.50 Preferred Stock may be so redeemed at the option of the Corporation, directly or indirectly, from or in anticipation of moneys borrowed, or proceeds from Preferred Stock (or any other stock ranking prior to or on a parity with the Preferred Stock in respect of dividends or distribution of assets upon liquidation) sold, by or for the account of the Corporation, at a cost of money to it (calculated in accordance with generally accepted financial practice) of less than 10% per annum.

     If the Corporation shall elect to redeem all or part of the $2.50 Preferred Stock, it shall cause at least 30 days’ previous notice of such redemption to be mailed, addressed to the holders of record of the shares to be redeemed at their respective addresses as the same shall appear on the books of the Corporation as of such date no more than 50 days prior to the redemption date as shall be established by the Board of Directors of the Corporation, and such notice shall also be published at least once and at least 30 days prior to such redemption in a daily newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, the City of New York.

     In the case of the redemption of only part of the $2.50 Preferred Stock, the Corporation shall select by lot or other means of random selection the shares so to be redeemed. The Board of Directors shall have full power and authority to prescribe the manner in which such selection shall be made.

-4-

     IV. The $2.50 Preferred Stock shall also be redeemed for the sinking fund hereinafter referred to on each January 1, beginning January 1, 1981, at $25 per share, plus an amount equal to accrued and unpaid dividends thereon to the date of redemption (hereinafter called the “sinking fund redemption price”).

     A. So long as any of the $2.50 Preferred Stock shall be outstanding, on January 1 in each year, commencing with the year 1981 (each such January 1 being hereinafter called a “sinking fund redemption date”) the Corporation shall, subject to the provisions of paragraph (c) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation and to the provisions of paragraph F of this Section IV, redeem at the sinking fund redemption price 50,000 shares of the $2.50 Preferred Stock. The obligation of the Corporation to redeem shares of the $2.50 Preferred Stock is herein sometimes referred to as the sinking fund obligation.

     B. The Corporation’s sinking fund obligation shall be cumulative so that if on any January 1 on or after January 1, 1981 the Corporation shall not have satisfied in full its sinking fund obligation under paragraph A above, whether by reason of the provisions of paragraph (c) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation or of any applicable restrictions of the character mentioned in paragraph F of this Section IV, or for any other reason whatsoever, then any such deficiency shall be made good on January 1 in the succeeding year or years as soon as and to the extent permitted by law and said provisions of the Restated Certificate of Incorporation and any applicable restrictions of the character mentioned in paragraph F of this Section IV; and, until any such deficiency in the fulfillment of any sinking fund obligation shall so be made good, the Corporation shall not declare or pay any dividend on, or make any distribution to the holders of Junior Stock (other than a dividend or distribution payable in Junior Stock), and no moneys or other consideration shall be

-5-

set aside for or applied to the purchase or redemption of any Junior Stock.

     C. The Corporation shall have the right to take as a credit against all or any part of any sinking fund obligation any shares of the $2.50 Preferred Stock redeemed by the Corporation at the applicable optional redemption price set forth in Section III above, or purchased or otherwise acquired by the Corporation, and which have reverted to the status of authorized and unissued shares of Preferred Stock (other than pursuant to paragraph D of this Section IV) and not theretofore applied as a credit against a sinking fund obligation.

     D. The Corporation shall, at its option, have the non-cumulative right to redeem, at the sinking fund redemption price, up to an additional 50,000 shares of $2.50 Preferred Stock on each sinking fund redemption date. The election of the Corporation to make any such optional redemption shall be irrevvocable from the time notice of such election is given as provided in the second paragraph of Section III above. No share of $2.50 Preferred Stock so redeemed may be credited against a sinking fund obligation.

     E. The provisions of the second and third paragraphs of Section III hereof relating to redemption of the $2.50 Preferred Stock at the option of the Board of Directors shall also be applicable to and shall govern redemptions of the $2.50 Preferred Stock for the sinking fund and pursuant to the option of the Corporation described in paragraph D of this Section IV.

     F. Notwithstanding the foregoing provisions of this Section IV, the Corporation shall not be required to redeem any shares of the $2.50 Preferred Stock in connection with any sinking fund obligation if, to the extent that, and so long as, such redemption would be in violation of any provision of any agreement now existing or hereafter entered into by the Corporation relating to indebtedness of the Corporation.

     V. Except as herein or by law expressly provided, the $2.50 Preferred Stock shall have no right or power to vote on any question or in any proceeding or to be represented at or to receive notice of any meeting of

-6-

stockholders. On any matters on which the holders of the $2.50 Preferred Stock shall be entitled to vote, they shall be entitled to one vote for each share held.

     A. If, however, and whenever, at any time or times, dividends payable on the Preferred Stock shall be in arrears in an aggregate amount equivalent to six full quarter-yearly dividends, the outstanding Preferred Stock shall have the exclusive right, voting separately as a class, to elect two members of the Board of Directors of the Corporation, and the remaining directors shall be elected by the other class or classes of stock entitled to vote therefor, also voting separately as a class, at each meeting of the stockholders held for the purpose of electing directors, until such time as all dividends on the Preferred Stock for all past quarter-yearly dividend periods shall have been paid in full, at which time the right of Preferred Stock to vote and to be represented at and to receive notice of meetings shall terminate, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned.

     At any time when such voting power shall be vested in the Preferred Stock as herein provided, a proper officer of the Corporation shall, upon the written request of the holders of record of at least ten per cent (10%) in amount of the Preferred Stock then outstanding, addressed to the Secretary of the Corporation, call a special meeting of the Preferred Stock and of any other class or classes of stock having voting power with respect thereto, for the purpose of electing directors. Such meeting shall be called upon the notice required for annual meetings of stockholders and shall be held at the earliest practicable date at the place at which the last preceding annual meeting of the stockholders of the Corporation was held, but may be held at the time and place of the annual meeting if such annual meeting is to be held within 60 days after such voting power shall be vested in the Preferred Stock.

     At any meeting so called, and at any other meeting of stockholders held for the purpose of electing directors at which the Preferred Stock shall have the right, voting separately and as a class, to elect directors as aforesaid, the presence in person or by proxy of one-third of the outstanding shares of Preferred Stock

-7-

shall be required to constitute a quorum of such class for the election of any director by the Preferred Stock as a class. If such quorum of the shares of Preferred Stock be present, then such shares of Common Stock as may be present at the meeting in person or by proxy, shall, for the purpose of electing directors, constitute a quorum of the Common Stock.

     If at any such meeting or adjournment thereof a quorum of the Preferred Stock shall not be present, no election of the directors shall take place and the meeting shall be adjourned from time to time for periods not exceeding thirty days until a quorum of the Preferred Stock is present at such adjourned meeting.

     The term of office of all directors in office at any time when voting power shall, as aforesaid, become vested in the Preferred Stock shall terminate upon the election of any new directors at any meeting of stockholders called for the purpose of electing directors. Upon any termination of the right of the Preferred Stock to vote for directors as herein provided, the term of office of all directors then in office shall terminate upon the election of any new directors at a meeting of the other class or classes of stock of the Corporation then entitled to vote for directors, which meeting may be held at any time after such termination of voting rights in the Preferred Stock, upon notice as required by law or the by-laws of the Corporation for meetings of stockholders.

     B. So long as any shares of $2.50 Preferred Stock shall be outstanding, the Corporation shall not, (i) without the consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at a special meeting called for the purpose, amend, alter or repeal any of the provisions of Article FOURTH of the Restated Certificate of Incorporation of the Corporation so as to affect adversely the rights, powers or preferences of the Preferred Stock or of the holders thereof, or (ii) without the consent of the holders of at least two-thirds of the number of shares of the $2.50 Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at a special meeting called for the purpose, amend, alter

-8-

or repeal any of the provisions of the resolution establishing the $2.50 Preferred Stock, so as to affect adversely the rights, powers or preferences of the $2.50 Preferred Stock or of the holders thereof.

     C. So long as any shares of the $2.50 Preferred Stock shall be outstanding, the Corporation shall not, without the consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding given in person or by proxy, either in writing or by vote at a special meeting called for the purpose, create or authorize any additional class of stock ranking prior to the Preferred Stock in respect of dividends or distribution of assets on liquidation or increase the authorized amount of any such additional class of stock.

     D. So long as any shares of the $2.50 Preferred Stock shall be outstanding, the Corporation shall not, without the consent of the holders of a majority of the number of shares of Preferred Stock at the time outstanding given in person or by proxy, either in writing or by vote at a special meeting called for the purpose:

     (a) merge into or consolidate with any other corporation or corporations, except in the case of a merger in which the Corporation shall be the surviving corporation; or

     (b) create or authorize any additional class of stock ranking on a parity with the Preferred stock in respect of dividends or distribution of assets on liquidation; or increase the authorized amount of any such additional class of stock; or

     (c) increase the total authorised number of shares of Preferred Stock; or

     (d) issue or sell any shares of Preferred Stock or any shares of any class of stock ranking prior to or on a parity with the Preferred Stock in respect of dividends or distribution of assets on liquidation, unless

          (i) the net earnings of the Corporation available for interest and dividends for a period of twelve consecutive calendar months out of the fifteen months immediately preceding such

-9-

issue or sale of additional stock shall amount to at least one and one-half times the sum of (x) the aggregate amount of interest accrued for said twelve month period on all indebtedness incurred or guarantied by the Corporation from time to time outstanding during such period, and (y) the annual dividend requirements on all shares of Preferred Stock and stock ranking prior thereto or on a parity therewith in respect of dividends or distribution of assets on liquidation to be outstanding immediately after such proposed issue or sale; and

          (ii) after giving effect to the proposed issue or sale of such additional stock, the Junior Stock Equity of the Corporation shall be at least equal to the involuntary liquidation value of the outstanding shares of Preferred Stock and stock ranking prior thereto or on a parity therewith in respect of dividends or distribution of assets on liquidation.

     In the event that, at the time of any determination of net earnings of the Corporation available for interest and dividends or net income of the Corporation available for dividends on Junior Stock (as hereinafter defined), the Corporation shall be collecting increased rates which have been placed in effect subject to refund by order of the Federal Power Commission or other governmental regulatory authority or any court, in any proceeding relating to such rate increase, the revenues resulting from such rate increase shall be taken into account in such determination to the extent that the inclusion of such revenues does not, in the opinion of the Corporation, result in the Corporation’s earning a rate of return in respect of its Common Stock Equity on its business subject to rate regulation in excess of such rate of return last allowed to the Corporation by the Federal Power Commission or other governmental regulatory authority having jurisdiction in the premises.

     VI. So long as any shares of $2.50 Preferred Stock shall be outstanding, the Corporation shall not declare or pay any dividend on, or make any distribution to the holders of, Junior Stock (other than a dividend or distribution payable in Junior Stock), nor shall the Corporation purchase, redeem or otherwise acquire for a

-10-

consideration any shares of Junior Stock (other than in exchange for Junior Stock or from the cash proceeds of a substantially concurrent sale of Junior Stock), unless, after giving effect to such dividend, distribution, purchase, redemption or acquisition, the aggregate amount of all such dividends, distributions, purchases, redemptions or acquisitions during a period of 12 consecutive calendar months out of the 15 months immediately preceding the taking of such action (a) does not exceed 50% of the net income of the Corporation available for dividends on Junior Stock during said 12–month period, in case Junior Stock Equity of the Corporation would be reduced to less than 20% of total capitalization of the Corporation, or (b) does not exceed 75% of such net income, in case Junior Stock Equity of the Corporation would be reduced to less than 25%, but not less than 20%, of total capitalization of the Corporation.

     VII. For all purposes of these resolutions, except as otherwise expressly provided or unless the context otherwise requires:

     The term “Common Stock Equity of the Corporation” shall mean, at any date as of which the amount thereof is to be determined, the aggregate of the amount of Common Stock liability of the Corporation, plus (or minus in the case of a deficit) the capital surplus applicable to the Common Stock and the earned surplus of the Corporation, plus any premium on Common Stock of the Corporation, as determined in accordance with generally accepted accounting principles.

     The term “funded debt”, as applied to the Corporation, shall mean all indebtedness created, guaranteed or assumed by the Corporation or upon which it customarily pays interest charges, which matures by its terms, or is renewable at the option of the obligor, to a date more than one year after the date as of which the funded debt of the Corporation is being determined.

     The term “Junior Stock” shall mean the Common Stock of the Corporation and any other stock of the Corporation, now or hereafter authorized, over which the Preferred Stock has preference or priority as to the payment of

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dividends or as to distribution of assets on liquidation.

     The term “Junior Stock Equity of the Corporation” shall mean, at any date as of which the amount thereof is to be determined, the aggregate of the amount of Junior Stock liability of the Corporation, plus (or minus in the case of a deficit) the capital surplus applicable to the Junior Stock and the earned surplus of the Corporation, plus any premium on Junior Stock of the Corporation, as determined in accordance with generally accepted accounting principles.

     The term “net earnings of the Corporation available for interest and dividends” shall mean the total operating and non-operating revenues of the Corporation, including the allowance for funds used during construction, together with interest and dividends upon securities held by the Corporation, less all operating expenses, expenditures for repairs and maintenance, taxes (other than taxes based on or measured by income or profits), appropriations or depreciation, depletion, amortization and property retirements and all non-operating expenditures and losses, but excluding all interest charges and all amortization of stock and debt discount and expense or premiums.

     The term “net income of the Corporation available for dividends on Junior Stock” shall mean the net earnings of the Corporation available for interest and dividends as above defined, after deducting therefrom (i) all interest charges, (ii) taxes based on or measured by income or profits, and (iii) the annual dividend requirements on all shares of Preferred Stock and stock ranking prior thereto or on a parity therewith in respect of dividends or distribution of assets on liquidation during the period for which the computation is being made.

-12-

     The term “total capitalization of the Corporation” shall mean the sum of the principal amount of funded debt at the time outstanding and the total capital represented by the capital stock of the Corporation at the time outstanding, based, in the case of stock having par value, upon its par value, and in the case of stock having no par value, upon the value stated on the books of the Corporation, plus the total amount of surplus of the Corporation, whether earned, paid in or capital, or less the amount of any net deficit in the Corporation’s surplus account, and plus the amount of any premium on capital stock not included in surplus.

     VIII. Shares of $2.50 Preferred Stock redeemed by the Corporation or purchased by the Corporation and credited against the sinking fund for the $2.50 Preferred Stock may not be reissued as shares of $2.50 Preferred Stock.

          IN WITNESS WHEREOF, said Northwest Pipeline Corporation has caused this Certificate to be signed by A. N. Porter as Vice President, and its corporate seal to be hereunto affixed and attested by Herman F. Assmus, as Assistant Secretary, this 12th day of January, 1976.

[SEAL OF NORTHWEST PIPELINE CORPORATION]	NORTHWEST PIPELINE CORPORATION
	By	/s/ A. N. Porter
		(vice President)

/s/ Herman F. Assmus          
(Assistant Secretary)

CERTIFICATE OF DESIGNATION

OF

NORTHWEST PIPELINE CORPORATION

6265-17 10 AM.
FILED

MAY 24 1978

[ILLEGIBLE]

NORTHWEST PIPELINE CORPORATION

Certificate of Designation, Preferences and Rights of a Series of Preferred Stock by Resolution of the Board of Directors providing for an Issue of 1,400,000 Shares of Preferred Stock Designated “$2.36 Cumulative Preferred Stock”

NORTHWEST PIPELINE CORPORATION

Certificate of Designation, Preferences and Rights of a Series of Preferred Stock by Resolution of the Board of Directors providing for an Issue of 1,400,000 Shares of Preferred Stock Designated “$2.36 Cumulative Preferred Stock”

          Northwest Pipeline Corporation (hereinafter referred to as the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 of Title 8 of the Delaware Code, does HEREBY CERTIFY:

          That pursuant to authority conferred upon the Board of Directors of the Corporation by the Restated Certificate of Incorporation of the Corporation, said Board of Directors, at a meeting duly convened and held on May 22, 1978, at which a quorum was present and acting throughout, adopted a resolution providing for the issuance of a series of Preferred Stock consisting of 1,400,000 shares, designated “$2.36 Cumulative Preferred Stock”, which resolution is as follows:

-2-

     RESOLVED, that pursuant to the authority vested in this Board of Directors by the Restated Certificate of Incorporation, this Board of Directors does hereby provide for the issue of an initial series of the Preferred Stock, par value $1.00 per share, of the Corporation to be designated “$2.50 Cumulative Preferred Stock” (herein called the “$2.50 Preferred Stock”), consisting of and to be limited to 800,000 shares of the presently authorized but unissued shares of Preferred Stock, and, to the extent that the voting powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the $2.50 Preferred Stock are not stated and expressed in the Restated Certificate of Incorporation, does hereby fix and herein state and express such voting powers, designations, preferences and relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof as follows (all terms used herein which are defined in the Restated Certificate of Incorporation to have the meanings provided in said Restated Certificate of Incorporation):

     I. The dividend rate on the $2.50 Preferred Stock shall be $2.50 per annum, payable quarterly on the first days of January, April, July and October, which dividends shall be cumulative; and the date from which dividends thereon shall accrue and cumulate shall be the date of original issuance.

     II. The holders of the $2.50 Preferred Stock shall be entitled to receive (in addition to accrued and unpaid dividends) the then applicable optional redemption price per share in the event of a voluntary liquidation, dissolution or winding up of the Corporation and $25 per share in the event of an involuntary liquidation, dissolution or winding up of the Corporation.

     III. The $2.50 Preferred Stock may be redeemed in whole or in part at any time or from time to time at the option of the Board of Directors at the following redemption prices per share, plus in each case an amount equal to accrued and unpaid dividends thereon to the redemption date:

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	Optional Redemption
If Redeemed	Price Per Share
On or before June 30, 1983	$	27.36
From July 1, 1983 to June 30, 1987, inclusive	$	26.77
From July 1, 1987 to June 30, 1991, inclusive	$	26.18
From July 1, 1991 to June 30, 1995, inclusive	$	25.59
On or after July 1, 1995	$	25.00	;

provided, however, that prior to July 1, 1983 no shares of $2.36 Preferred stock may be so redeemed at the option of the Corporation, directly or indirectly, from or in anticipation of moneys borrowed, or proceeds from Preferred Stock (or any other stock ranking prior to or on a parity with the Preferred Stock in respect of dividends or distribution of assets upon liquidation) sold, by or for the account of the Corporation, at a cost of money to it (calculated in accordance with generally accepted financial practice) of less than 9.44% per annum.

     If the Corporation shall elect to redeem all or part of the $2.36 Preferred Stock, it shall cause at least 30 days’ previous notice of such redemption to be mailed, addressed to the holders of record of the shares to be redeemed at their respective addresses as the same shall appear on the books of the Corporation as of such date no more than 50 days prior to the redemption date as shall be established by the Board of Directors of the Corporation, and such notice shall also be published at least once and at least 30 days prior to such redemption in a daily newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, the City of New York.

     In the case of the redemption of only part of the $2.36 Preferred Stock, the Corporation shall select by lot or other means of random selection the shares so to be redeemed. The Board of Directors shall have full power and authority to prescribe the manner in which such selection shall be made.

-4-

     IV. The $2.36 Preferred Stock shall also be entitled to the benefits of the sinking fund hereinafter referred to providing for the redemption of $2.36 Preferred Stock on each July 1, beginning July 1, 1984, at $25 per share, plus an amount equal to accrued and unpaid dividends thereon to the date of redemption (hereinafter called the “sinking fund redemption price”).

     A. So long as any of the $2.36 Preferred Stock shall be outstanding, on July 1 in each year, commencing with the year 1984 (each such July 1 being hereinafter called a “sinking fund redemption date”) the Corporation shall, subject to the provisions of paragraph (c) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation and to the provisions of paragraph F of this Section IV, redeem at the sinking fund redemption price 94,000 shares of the $2.36 Preferred Stock. The obligation of the Corporation to redeem shares of the $2.36 Preferred Stock is herein sometimes referred to as the sinking fund obligation.

     B. The Corporation’s sinking fund obligation shall be cumulative so that if on any July 1 on or after July 1, 1984 the Corporation shall not have satisfied in full its sinking fund obligation under paragraph A above, whether by reason of the provisions of paragraph (c) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation or of any applicable restrictions of the character mentioned in paragraph F of this Section IV, or for any other reason whatsoever, then any such deficiency shall be made good on July 1 in the succeeding year or years as soon as and to the extent permitted by law and said provisions of the Restated Certificate of Incorporation and any applicable restrictions of the character mentioned in paragraph F of this Section IV; and, until any such deficiency in the fulfillment of any sinking fund obligation shall so be made good, the Corporation shall not declare or pay any dividend on, or make any distribution to the holders of, Junior Stock (as hereinafter defined) (other

-5-

than a dividend or distribution payable in stock over which the Preferred Stock has preference or priority both as to the payment of dividends and as to distribution of assets on liquidation), and no moneys or other consideration shall be set aside for or applied to the purchase or redemption of any Junior Stock.

     C. The Corporation shall have the right to take as a credit against all or any part of any sinking fund obligation any shares of the $2.36 Preferred Stock redeemed by the Corporation at the applicable optional redemption price set forth in Section III above, or purchased or otherwise acquired by the Corporation, and which have reverted to the status of authorized and unissued shares of Preferred Stock (other than pursuant to paragraph D of this Section IV) and not theretofore applied as a credit against a sinking fund obligation.

     D. The Corporation shall, at its option, have the non-cumulative right to redeem, at the sinking fund redemption price, up to an additional 94,000 shares of $2.36 Preferred Stock on each sinking fund redemption date. The election of the Corporation to make any such optional redemption shall be irrevocable from the time notice of such election is given as provided in the second paragraph of Section III above. No share of $2.36 Preferred Stock so redeemed may be credited against a sinking fund obligation.

     E. The provisions of the second and third paragraphs of Section III hereof relating to redemption of the $2.36 Preferred Stock at the option of the Board of Directors shall also be applicable to and shall govern redemptions of the $2.36 Preferred Stock for the sinking fund and pursuant to the option of the Corporation described in paragraph D of this Section IV.

     F. Notwithstanding the foregoing provisions of this Section IV, the Corporation shall not be required to redeem any shares of the $2.36 Preferred Stock in connection with any sinking fund obligation if, to the extent that, and so long as, such redemption would be in violation of any provision of any agreement now existing or hereafter entered into by the Corporation relating to indebtedness of the Corporation.

-6-

     V. Except as herein or by law expressly provided, the $2.36 Preferred Stock shall have no right or power to vote on any question or in any proceeding or to be represented at or to receive notice of any meeting of stockholders. On any matters on which the holders of the $2.36 Preferred Stock shall be entitled to vote, they shall be entitled to one vote for each share held.

     A. If, however, and whenever, at any time or times, dividends payable on the Preferred Stock shall be in arrears in an aggregate amount equivalent to six full quarter-yearly dividends, the outstanding Preferred Stock shall have the exclusive right, voting separately as a class, to elect two members of the Board of Directors of the Corporation, and the remaining directors shall be elected by the other class or classes of stock entitled to vote therefor, also voting separately as a class, at each meeting of the stockholders held for the purpose of electing directors, until such time as all dividends on the Preferred Stock for all past quarter-yearly dividend periods shall have been paid in full, at which time the right of Preferred Stock to vote and to be represented at and to receive notice of meetings shall terminate, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned.

     At any time when such voting power shall be vested in the Preferred Stock as herein provided, a proper officer of the Corporation shall, upon the written request of the holders of record of at least ten per cent (10%) in amount of the Preferred Stock then outstanding, addressed to the Secretary of the Corporation, call a special meeting of the Preferred Stock and of any other class or classes of stock having voting power with respect thereto, for the purpose of electing directors. Such meeting shall be called upon the notice required for annual meetings of stockholders and shall be held at the earliest practicable date at the place at which the last preceding annual meeting of the stockholders of the Corporation was held, but may be held at the time and place of the annual meeting if such annual meeting is to be held within 60 days after such voting power shall be vested in the Preferred Stock.

-7-

     At any meeting so called, and at any other meeting of stockholders held for the purpose of electing directors at which the Preferred Stock shall have the right, voting separately and as a class, to elect directors as aforesaid, the presence in person or by proxy of one-third of the outstanding shares of Preferred Stock shall be required to constitute a quorum of such class for the election of any director by the Preferred Stock as a class. If such quorum of the shares of Preferred Stock be present, then such shares of Common Stock as may be present at the meeting in person or by proxy, shall, for the purpose of electing directors, constitute a quorum of the Common Stock.

     If at any such meeting or adjournment thereof a quorum of the Preferred Stock shall not be present, no election of the directors shall take place and the meeting shall be adjourned from time to time for periods not exceeding 30 days until a quorum of the Preferred Stock is present at such adjourned meeting.

     The term of office of all directors in office at any time when voting power shall, as aforesaid, become vested in the Preferred Stock shall terminate upon the election of any new directors at any meeting of stockholders called for the purpose of electing directors. Upon any termination of the right of the Preferred Stock to vote for directors as herein provided, the term of office of all directors then in office shall terminate upon the election of any new directors at a meeting of the other class or classes of stock of the Corporation then entitled to vote for directors, which meeting may be held at any time after such termination of voting rights in the Preferred Stock, upon notice as required by law or the by-laws of the Corporation for meetings of stockholders.

     B. So long as any shares of $2.36 Preferred Stock shall be outstanding, the Corporation shall not, (i) without the consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at a special meeting called for the purpose, amend, alter or repeal any of the provisions of Article FOURTH of the Restated Certificate of Incorporation

-8-

of the Corporation so as to affect adversely the rights, powers and preferences of the Preferred Stock or of the holders thereof, or (ii) without the consent of the holders of at least two-thirds of the number of shares of the $2.36 Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at a special meeting called for the purpose, amend, alter or repeal any of the provisions of the resolution establishing the $2.36 Preferred Stock, so as to affect adversely the rights, powers or preferences of the $2.36 Preferred Stock or of the holders thereof.

     C. So long as any shares of the $2.36 Preferred Stock shall be outstanding, the Corporation shall not, without the consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding given in person or by proxy, either in writing or by vote at a special meeting called for the purpose, create or authorize any additional class of stock ranking prior to the Preferred Stock in respect of dividends or distribution of assets on liquidation or increase the authorized amount of any such additional class of stock.

     D. So long as any shares of the $2.36 Preferred Stock shall be outstanding, the Corporation shall not, without the consent of the holders of a majority of the number of shares of Preferred Stock at the time outstanding given in person or by proxy, either in writing or by vote at a special meeting called for the purpose:

     (a) merge into or consolidate with any other corporation or corporations, except in the case of a merger in which the Corporation shall be the surviving corporation; or

     (b) create or authorize any additional class of stock ranking on a parity with the Preferred Stock in respect of dividends or distribution of assets on liquidation which is not a stock ranking prior to the Preferred Stock in either such respect; or increase the authorized amount of any such additional class of stock; or

-9-

     (c) increase the total authorized number of shares of Preferred Stock; or

     (d) issue or sell any shares of Preferred Stock or any shares of any class of stock ranking prior to or on a parity with the Preferred Stock in respect of dividends or distribution of assets on liquidation, unless

          (i) the net earnings of the Corporation available for interest and dividends for a period of twelve consecutive calendar months out of the fifteen months immediately preceding such issue or sale of additional stock shall amount to at least one and one-half times the sum of (x) the aggregate amount of interest accrued for said twelve-month period on all indebtedness incurred or guaranteed by the Corporation from time to time outstanding during such period, and (y) the annual dividend requirements on all shares of Preferred Stock and stock ranking prior thereto or on a parity therewith in respect of dividends or distribution of assets on liquidation to be outstanding immediately after such proposed issue or sale; and

          (ii) after giving effect to the proposed issue or sale of such additional stock, the Junior Stock Equity of the Corporation (as hereinafter defined) shall be at least equal to the involuntary liquidation value of the outstanding shares of Preferred Stock and stock ranking prior thereto or on a parity therewith in respect of dividends or distribution of assets on liquidation.

     In the event that, at the time of any determination of net earnings of the Corporation available for interest and dividends or net income of the Corporation available for dividends on Junior Stock, the Corporation shall be collecting increased rates which have been placed in effect subject to refund by order of the Federal Energy Regulatory Commission or other governmental regulatory authority or any court, in any proceeding relating to such rate increase, the revenues resulting from such rate increase shall be taken into account in such determination to the extent that the inclusion of such revenues does not, in the opinion of the Corporation,

-10-

result in the Corporation’s earning a rate of return in respect of its Common Stock Equity (as hereinafter defined) on its business subject to -rate regulation in excess of such rate of return last allowed to the Corporation by the Federal Energy Regulatory Commission or other governmental regulatory authority having jurisdiction in the premises.

     VI. So long as any shares of $2.36 Preferred Stock shall be outstanding, the Corporation shall not declare or pay any dividend on, or make any distribution to the holders of, Junior Stock (other than a dividend or distribution payable in stock over which the Preferred Stock has preference or priority both as to the payment of dividends and as to distribution of assets on liquidation), nor shall the Corporation purchase, redeem or otherwise acquire for a consideration any shares of Junior Stock (other than in exchange for stock over which the Preferred Stock has preference or priority both as to the payment of dividends and as to distribution of assets on liquidation or from the cash proceeds of a substantially concurrent sale of such stock), unless, after giving effect to such dividend, distribution, purchase, redemption or acquisition, the aggregate amount of all such dividends, distributions, purchases, redemptions or acquisitions during a period of 12 consecutive calendar months out of the 15 months immediately preceding the taking of such action (a) does not exceed 50% of the net income of the Corporation available for dividends on Junior Stock during said 12-month period, in case Junior Stock Equity of the Corporation would be reduced to less than 20% of total capitalization of the Corporation, or (b) does not exceed 75% of such net income, in case Junior Stock Equity of the Corporation would be reduced to less than 25%, but not less than 20%, of total capitalization of the Corporation.

     VII. For all purposes of these resolutions, except as otherwise expressly provided or unless the context otherwise requires:

     The term “Common Stock Equity”, as applied to the Corporation, shall mean, at any date as of which the amount thereof is to be determined,

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the aggregate of the amount of Common Stock liability of the Corporation, plus (or minus in the case of a deficit) the capital surplus applicable to the Common Stock and the earned surplus of the Corporation, plus any premium on Common Stock of the Corporation, as determined in accordance with generally accepted accounting principles.

     The term “funded debt”, as applied to the Corporation, shall mean all indebtedness created, guaranteed or assumed by the Corporation or upon which it customarily pays interest charges, which matures by its terms, or is renewable at the option of the obligor, to a date more than one year after the date as of which the funded debt of the Corporation is being determined.

     The term “Junior Stock” shall mean the Common Stock of the Corporation and any other stock of the Corporation, now or hereafter authorized, over which the Preferred Stock has preference or priority as to the payment of dividends or as to distribution of assets on liquidation.

     The term “Junior Stock Equity of the Corporation” shall mean, at any date as of which the amount thereof is to be determined, the aggregate of the amount of stock liability of the Corporation in respect of stock over which the Preferred Stock has preference or priority both as to the payment of dividends and as to distribution of assets on liquidation, plus (or minus in the case of a deficit) the capital surplus applicable to such stock and the earned surplus of the Corporation, plus any premium on such stock of the Corporation, as determined in accordance with generally accepted accounting principles.

     The term “net earnings of the Corporation available for interest and dividends” shall mean the total operating and non-operating revenues of the Corporation, including the allowance for funds used during construction, together with interest and

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dividends upon securities held by the Corporation, less all operating expenses, expenditures for repairs and maintenance, taxes (other than taxes based on or measured by income or profits), appropriations or depreciation, depletion, amortization and property retirements and all non-operating expenditures and losses, but excluding all interest charges and all amortization of stock and debt discount and expense or premiums.

     The term “net income of the Corporation available for dividends on Junior Stock” shall mean the net earnings of the Corporation available for interest and dividends as above defined, after deducting therefrom (i) all interest charges, (ii) taxes based on or measured by income or profits, and (iii) the annual dividend requirements on all shares of Preferred Stock and stock ranking prior thereto or on a parity therewith in respect of dividends or distribution of assets on liquidation during the period for which the computation is being made.

     The term “total capitalization of the Corporation” shall mean the sum of the principal amount of funded debt at the time outstanding and the total capital represented by the capital stock of the Corporation at the time outstanding, based, in the case of stock having par value, upon its par value, and in the case of stock having no par value, upon the value stated on the books of the Corporation, plus the total amount of surplus of the Corporation, whether earned, paid in or capital, or less the amount of any net deficit in the Corporation’s surplus account, and plus the amount of any premium on capital stock not included in surplus.

     VIII. Shares of $2.36 Preferred Stock redeemed by the Corporation, or purchased by the Corporation and credited against the sinking fund for the $2.36 Preferred Stock, may not be reissued as shares of $2.36 Preferred Stock.

     IN WITNESS WHEREOF, said Northwest Pipeline Corporation has caused this Certificate to be signed by A.N. Porter as Vice President, and its corporate seal to be hereunto affixed, and attested by David M. Higbee, as Assistant Secretary, this 23^rd day of May, 1978.

NORTHWEST PIPELINE CORPORATION
By	/s/ A. N. Porter
	Vice President

[SEAL OF NORTHWEST PIPELINE CORPORATION]

/s/  David M. Higbee

Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 05/29/1992

722150176 — 626517

CERTIFICATE OF MERGER

     The undersigned corporations, pursuant to Section 252 of the Delaware Corporation Law as amended, hereby execute the following Certificate of Merger:

ARTICLE ONE

     The names of the corporations proposing to merge and the names of the States under the law of which such corporations are organized, are as follows:

Name of Corporation	State of Incorporation
Northwest Energy Company	Utah
(“Northwest Energy”)
Northwest Pipeline Corporation	Delaware
(“Northwest Pipeline”)

ARTICLE TWO

     A Plan and Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations. The laws of the State of Utah, the State under which Northwest Energy is organized, permit such merger.

ARTICLE THREE

     The name of surviving corporation is Northwest Pipeline Corporation.

ARTICLE FOUR

     The Certificate of Incorporation of Northwest Pipeline shall be its certificate of incorporation.

ARTICLE FIVE

     A copy of the Plan and Agreement of Merger is on file at the principal place of business of Northwest Pipeline Corporation, 295 Chipeta Way, Salt Lake City, Utah.

ARTICLE SIX

     A copy of the Plan and Agreement of Merger will be furnished by Northwest Pipeline, on request and without cost, to any stockholder of Northwest Pipeline or Northwest Energy.

ARTICLE SEVEN

     All the provisions of the law of the State of Utah and the law the State of Delaware applicable to the proposed merger have been complied with.

ARTICLE EIGHT

     Northwest Pipeline, as the surviving corporation, will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Utah which is a party to the merger the amount, if any, to which they shall be entitled under the provisions of the Utah Business Corporation Act with respect to the rights of dissenting shareholders.

     IN WITNESS WHEREOF each of the undersigned corporations has caused these Articles of Merger to be executed in its name by its Vice President and Assistant Secretary as of the 24^th day of February, 1992.

NORTHWEST PIPELINE CORPORATION
By	/s/ H. F. Assmus
	H. F. Assmus, Vice President
and	/s/ Karrie L. Hummel
	Assistant Secretary
NORTHWEST ENERGY COMPANY
By	/s/ J. Douglas Whisenant
	J. Douglas Whisenant, Vice President
and	/s/ Karrie L. Hummel
	Assistant Secretary

2

STATE OF UTAH	)
	)	ss.
COUNTY OF SALT LAKE	)

     Before me, Marie Donovan, a Notary Public in and for the said County and State, personally appeared and H. F. Assmus and Karrie L. Hummel who acknowledged before me that they were the Vice President and Assistant Secretary, respectively, of Northwest Pipeline Corporation, a Delaware corporation, and that they each signed the foregoing document as their free and voluntary act and deed for the uses and purposes therein set forth.

     IN WITNESS WHEREOF I have hereunto set my hand and seal this 24^th day of February, 1992.

[SEAL]	NOTARY PUBLIC	/s/  Marie Donovan
	MARIE DONOVAN	Notary Public
	295 Chipeta Way.P.O Box 5890
	Salt Lake City. Utah B4158
	My Commission Expires
	March 18, 1995
	STATE OF UTAH

STATE OF	)
	)	ss.
COUNTY OF SALT LAKE	)

     Before me, Marie Donovan, a Notary Public in and for the said County and State, personally appeared J. D. Whisenant and Karrie L. Hummel who acknowledged before me that they were the Vice President and Assistant Secretary, respectively, of Northwest Energy Company, a Utah corporation, and that they each signed the foregoing document as their free and voluntary act and deed for the uses and purposes therein set forth.

     In witness whereof I have hereunto set my hand and seal this 24^th day of February, 1992.

[SEAL]	NOTARY PUBLIC	/s/  Marie Donovan
	MARIE DONOVAN	Notary Public
	295 Chipeta Way.P.O Box 5890
	Salt Lake City Utah B4158
	My Commission Expires
	March 18, 1995
	STATE OF UTAH

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 02/01/1993

723032069 — 626517

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

* * * * * * *

     NORTHWEST PIPELINE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of Northwest Pipeline Corporation by unanimous written consent taken on January 23, 1993, pursuant to Section 141(f) of the Delaware Corporation Law, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and resolving to put the matter before the sole stockholder of said Corporation for consideration thereof. The resolutions setting forth the proposed amendment are as follows:

     RESOLVED, that the first paragraph of Article FOURTH of the Restated Certificate of Incorporation of this Corporation be amended so that, as amended, said first paragraph of Article FOURTH shall be and read as follows:

     “FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,000 of which 1,000 shares are to be of a class designated common Stock (herein called the Common Stock) of the par value of $1.00 each.”

     SECOND: That thereafter, pursuant to Section 228 of the General Corporation Law of the State of Delaware, the sole stockholder of the Corporation consented to said amendment.

     THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.

     IN WITNESS WHEREOF, said Northwest Pipeline Corporation has caused this Certificate to be signed by Tim J. Hausler, a Vice President, and attested by Karrie Hummel, an Assistant Secretary, this 28^th day of January, 1993.

NORTHWEST PIPELINE CORPORATION
By	/s/ Tim J. Hausler
	Vice President

ATTEST:

/s/ Karrie L. Hummel

Assistant Secretary

2

STATE OF UTAH	)
	:	ss.
COUNTY OF SALT LAKE	)

     BE IT REMEMBERED, that on this 28th day of January 1993, before me, a Notary Public in and for the State of Utah, personally appeared TIM J. HAUSLER and KARRIE HUMMEL, personally known to me to be the persons whose names are subscribed to the foregoing Certificate, and, I having first made known to them the contents of said Certificate, they did acknowledge said Certificate to be their act and deed, and that the facts therein stated are truly set forth therein.

     GIVEN under my hand and seal of office this day and year aforesaid.

[SEAL]	NOTARY PUBLIC	/s/ JAYNE A. WILLIS
	JAYNE A. WILLIS	Notary Public
	295 Chipeta Way	Residing at: Salt Lake City, Utah
	Salt Lake City, Utah B4158
	My Commission Expires
	October 25, 1304
	STATE OF UTAH

3

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

NORTHWEST PIPELINE CORPORATION

Effective April 1, 2003

ARTICLE I

Stockholders

     Section 1.1. Annual Meetings. The Annual Meeting of Stockholders shall be held for the election of Directors on the first Tuesday in June in each year, beginning with the year 2003, if such day be not a legal holiday in the state where such meeting is to be held, or, if a legal holiday, then at the same time on the next succeeding business day at the principal office of the Corporation in the State of Delaware or at such other place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any proper business may be transacted at the Annual Meeting.

     Section 1.2. Special Meetings. Special meetings of stockholders, to be held at the principal office of the Corporation in the State of Delaware or at such other place within or without the State of Delaware and at such date and time as may be stated in the notice of the meeting, and for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors or by the Chairman of the Board or by the President, and shall be called by the President or the Secretary at the request in writing of stockholders owning a majority of the issued and outstanding shares of capital stock of the Corporation of the class or classes which would be entitled to vote on the matter or matters proposed to be acted upon at such special meeting of stockholders. Any such request shall state the purpose or purposes of the proposed meeting.

     Section 1.3. Notices of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, except as provided by Section 7.3 hereof, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

     Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a

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notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 1.5. Quorum. At any meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these By-laws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these By-laws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another Corporation, if a majority of the shares entitled to vote in the election of directors of such other Corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

     Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, or in his absence by the President, or in his absence by a Senior Vice President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

     Section 1.7. Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. The vote for Directors and, upon the demand of any stockholder, the vote upon any question before the meeting shall be by written ballot. All elections shall be had and all questions decided, unless otherwise provided by law, the Certificate of Incorporation or these By-laws, by a plurality vote.

     Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for

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determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be on the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

     Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

ARTICLE II

Board of Directors

     Section 2.1. Powers; Numbers; Qualifications. The business and affairs of the Corporation shall be managed by the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The number of Directors constituting the whole Board shall be not more than fifteen nor less than three. The authorized number of Directors within the limits above specified shall be determined by resolution of the Board of Directors.

     Section 2.2. Election; Term of Office; Resignation; Vacancies. Each Director shall hold office until the Annual Meeting of Stockholders next succeeding his election and until his successor is elected and qualified or until his earlier resignation or removal. Any Director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Unless otherwise provided in the Certificate of Incorporation or these By-laws, vacancies and newly created directorships resulting from any increase in the authorized number of Directors or from any other cause may be filled by a majority of the Directors then in office, although less than a quorum.

     Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined, notice thereof need not be given.

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     Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board or the President or a majority of the Directors then in office. Reasonable notice thereof shall be given by the person or persons calling the meeting.

     Section 2.5. Telephonic Meetings Permitted. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this By-law shall constitute presence in person at such meeting.

     Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors, Directors constituting a majority of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board unless the Certificate of Incorporation or these By-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

     Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence by a President or Senior Vice President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

     Section 2.8. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

Committees

     Section 3.1. Committees of the Board. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in the By-laws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the

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power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware law to be submitted to stockholders for approval; or (ii) adopting, amending or repealing any By-law of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

     Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such if a quorum is then present shall be the act of such committee, and in other respects such committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these By-laws.

ARTICLE IV

Officers

     Section 4.1. General. The officers of the Corporation shall be elected by the Board of Directors and shall be a Chairman of the Board of Directors, and may be a Chief Executive Officer, President, one or more Senior Vice Presidents and one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time elect. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be Directors of the Corporation.

     Section 4.2. Election. The Board of Directors shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

     Section 4.3. Chairman of the Board of Directors. The Chairman of the Board of Directors shall direct the policy of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of Directors. The Chairman shall, if present, preside at all meetings of the Board of Directors and of the stockholders. The Chairman may, with the Treasurer or the Secretary, or an Assistant Treasurer or an Assistant Secretary, sign certificates for stock of the Corporation. The Chairman may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by a duly authorized committee of Directors, or by these By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed. The Chairman shall have the power to appoint, determine the duties and fix the compensation of such agents and employees as in the

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Chairman’s judgment may be necessary or proper for the transaction of the business of the Corporation, including the right of removal of any officer (other than an officer who is also a Director), with or without cause, and the termination of employment of any employee. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board, and such other duties as may from time to time be assigned by the Board of Directors or by any duly authorized committee of Directors.

     Section 4.4. Chief Executive Officer. The Chief Executive Officer of the Corporation, if other than the Chairman of the Board, shall, during the absence or disability of the Chairman of the Board, exercise all powers and discharge all the duties of the Chairman of the Board. The Chief Executive Officer may, with the Treasurer or the Secretary, or an Assistant Treasurer or an Assistant Secretary, sign certificates for stock of the Corporation. The Chief Executive Officer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by a duly authorized committee of Directors, or by these By-laws, to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed. The Chief Executive Officer shall have the power to appoint, determine the duties and fix the compensation of such agents and employees as in the judgment of the Chief Executive Officer may be necessary or proper for the transaction of the business of the Corporation, including the right of removal of any officer (other than an officer who is also a Director), with or without cause, and the termination of employment of any employee. In general, the Chief Executive Officer shall perform all duties incident to the office and such other duties as may from time to time be assigned by the Board of Directors, the Chairman of the Board or by any duly authorized committee of Directors. If no Chief Executive Officer is elected, then the President shall have all the rights and powers of the Chief Executive Officer.

     Section 4.5. President. The President shall have general supervision of the business of the Corporation. During the absence or disability of the Chairman of the Board and the Chief Executive Officer, the President shall exercise all the powers and discharge all the duties of the Chairman of the Board and the Chief Executive Officer. The President may, with the Treasurer or the Secretary, or an Assistant Treasurer or an Assistant Secretary, sign certificates for stock of the Corporation. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by a duly authorized committee of Directors, or by these By-laws, to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed. The President shall have the power to appoint, determine the duties and fix the compensation of such agents and employees as in the judgment of the President may be necessary or proper for the transaction of the business of the Corporation, including the right of removal of any officer (other than an officer who is also a Director), with or without cause, and the termination of employment of any employee. In general, the President shall perform all duties incident to the office of President, and such other duties as may from time to time be assigned by the Board of Directors, the Chairman of the Board or by any duly authorized committee of Directors. If no President is elected, then the Senior Vice Presidents shall have all the rights and powers of the President.

     Section 4.6. Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act, any Vice President shall perform the duties of the

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President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President; any Vice President may also sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by a duly authorized committee of Directors, or by these By-laws, to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.

     Section 4.7. Secretary. The Secretary shall keep the minutes of the meetings of the stockholders, of the Board of Directors and of any committee appointed by the Board in books provided for that purpose; he shall see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; he shall be custodian of the records and of the corporate seal or seals of the Corporation; he shall see that the corporate seal is affixed to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed may attest the same; he may sign, with the President or a Vice President, certificates of stock of the Corporation; and, in general, he shall perform all duties incident to the office of a secretary of a Corporation, and such other duties as, from time to time, may be assigned to him by the Board of Directors.

     Section 4.8. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation; he may sign, with the President or Vice President, certificates of stock of the Corporation; and, in general, he shall perform all duties incident to the office of a treasurer of a Corporation, and such other duties as, from time to time, may be assigned to him by the Board of Directors.

     Section 4.9. Assistant Officers. The Board of Directors may appoint one or more assistant officers. Each assistant officer shall, at the request of or in the absence or disability of the officer to whom he is an assistant, perform the duties of such officer and he shall have such other authority and perform such other duties as the Board of Directors may prescribe.

     Section 4.10. Subordinate Officers. The Board of Directors may appoint such subordinate officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers and prescribe the powers and duties thereof.

     Section 4.11. Officers Holding Two or More Offices. Any number of the above offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-laws to be executed, acknowledged or verified by two officers.

     Section 4.12. Removal. Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of the entire Board of Directors at a meeting for that purpose.

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     Section 4.13. Signatures. Any corporate instrument signed by an officer shall be presumed to have been so signed (a) at the request of the Board of Directors or the President, as the case may be, or (b) in the absence or because of the disability of the officer or officers otherwise authorized to so sign, or (c) because of expressly delegated or assigned authority to the officer so signing, and such signature may be relied upon by the person to whom the instrument is delivered without establishing the authority or power of the officer to so sign.

ARTICLE V

Stock

     Section 5.1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification

     Section 6.1. Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,

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conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.

     Section 6.2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

     Section 6.3. Authorization of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. To the extent, however, that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith, without the necessity of authorization in the specific case.

     Section 6.4. Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term

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“another enterprise” as used in this Section 6.4 shall mean any other Corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provision of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

     Section 6.5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any Director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Director, officer, employee or agent is proper in the circumstances because such person has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application.

     Section 6.6. Expenses Payable in Advance. Expenses incurred by an officer or Director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VI. Such expenses incurred by other employees and agents shall be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

     Section 6.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of stockholders or disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 and 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

     Section 6.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VI.

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     Section 6.9. Meaning of “Corporation” and “Other Enterprises” for the Purposes of Article VI. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving Corporation as such person would have with respect to such constituent Corporation if its separate existence had continued.

     For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

     Section 6.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE VII

Miscellaneous

     Section 7.1. Fiscal Year. The fiscal year of the Corporation shall end on the thirty-first day of December in each year, or on such other day as may be fixed from time to time by the Board of Directors.

     Section 7.2. Seal. The Corporation may have a corporate seal which shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

     Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these By-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to

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the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or committees of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these By-laws.

     Section 7.4. Interested Directors, Quorum. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other Corporation, partnership, association or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose; if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

     Section 7.5. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

     Section 7.6. Amendment of By-laws. These By-laws may be altered or repealed, and new By-laws made, by the affirmative vote of a majority of the entire Board of Directors, but the stockholders may make additional By-laws and may alter or repeal any By-law whether or not adopted by them.

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EX-5.1

Exhibit 5.1

August 23, 2006

(212) 351-4000	C 97394-00045
(212) 351-4035

Northwest Pipeline Corporation
295 Chipeta Way
Salt Lake City, UT 84108

Re: Northwest Pipeline Corporation
       Registration Statement on Form S-4

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on August 23, 2006 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of Northwest Pipeline Corporation, a Delaware corporation (the “Company”), in connection with the offering by the Company of up to $175,000,000 aggregate principal amount of 7.00% Senior Notes due 2016 (the “New Notes”).

     The New Notes will be offered in exchange for a like principal amount of the Company’s outstanding 7.00% Senior Notes due 2016 (the “Outstanding Notes”) pursuant to the Registration Rights Agreement, dated as of June 22, 2006, among the Company and J.P. Morgan Securities Inc. and Calyon Securities (USA) Inc., on behalf of themselves and the initial purchasers of the Outstanding Notes (the “Registration Rights Agreement”).

     The New Notes will be issued under an Indenture, dated as of June 22, 2006, between the Company and JPMorgan Chase Bank, N.A., as Trustee. The New Notes and the Indenture are each governed under the laws of the State of New York and are sometimes collectively referred to herein as the “Documents.”

     We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed without independent investigation that:

Northwest Pipeline Corporation
August 23, 2006
Page 2

     (a) the signatures on all documents examined by us are genuine, all individuals executing such documents had all requisite legal capacity and competency, the documents submitted to us as originals are authentic and the documents submitted to us as copies conform to the originals; and

     (b) the execution and delivery by the Company of the Exchange Notes will not, at any time, violate any applicable law or result in a violation of any provision or any instrument or agreement then binding on the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.

     Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the New Notes, when executed and authenticated in accordance with the provisions of the Indenture and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, will be validly issued and will constitute valid and binding obligations of the Company.

     The foregoing opinion is subject to the following exceptions, qualifications and limitations:

     A. Our opinion is subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally (including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

     B. We express no opinion regarding (i) the effectiveness of any waiver (whether or not stated as such) under the Documents of, or any consent thereunder relating to, any stay, extension or usury laws or any unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (ii) the effectiveness of any waiver (whether or not stated as such) contained in the Documents of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (iv) any provisions of the Documents that may be construed as penalties or forfeitures; or (v) the effectiveness of any covenants (other than covenants relating to the payment of principal, interest, indemnities and expenses) to the extent they are construed to be independent

2

Northwest Pipeline Corporation
August 23, 2006
Page 3

requirements as distinguished from conditions to the declaration or occurrence of a default or any event of default.

     C. We are admitted to practice in the State of New York and render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York. This opinion letter is limited to the effect of the current state of the laws of the State of New York and the facts as they currently exist. We assume no obligation to revise or supplement this opinion letter in the event of future changes in such laws or the interpretations thereof or such facts.

     D. We have assumed that there are no agreements or understandings between or among the parties to the Documents or third parties that would expand, modify or otherwise affect the terms of the Documents or the respective rights or obligations of the parties thereunder.

     E. We express no opinion as to the effect of noncompliance by the holders of the New Notes or the Trustee with any state or federal laws applicable to the transactions contemplated by the Documents because of the nature of the business of such party.

     We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

3

EX-12.1

Exhibit 12.1

Northwest Pipeline Corporation Computation of Ratio of Earnings to Fixed Charges
(Dollars in Millions)

											For the		For the
											Six Months		Six Months
											Ended		Ended
	For the Year Ended December 31,										June 30,		June 30,
	2001		2002		2003		2004		2005		2005		2006
Earnings:
Income before income taxes	$	107,173	$	129,381	$	117,812	$	123,434	$	111,949	$	57,045	$	52,285
Add:
Interest on long-term debt		25,670		25,577		37,144		38,721		38,164		19,223		19,189
Other interest expense		5,302		2,688		3,388		3,368		3,389		1,715		1,913
Rental expense representative of interest factor		2,020		1,783		1,350		1,002		854		446		367
Total earnings, as adjusted, plus fixed charges	$	140,165	$	159,429	$	159,694	$	166,525	$	154,356	$	78,429	$	73,754
Fixed Charges:
Interest expense on long-term debt	$	25,670	$	25,577	$	37,144	$	38,721	$	38,164	$	19,223	$	19,189
Other interest expense		5,302		2,688		3,388		3,368		3,389		1,715		1,913
Rental expense representative of interest factor		2,020		1,783		1,350		1,002		854		446		367
Total fixed charges	$	32,992	$	30,048	$	41,882	$	43,091	$	42,407	$	21,384	$	21,469
Ratio of earnings to fixed charges		4.25		5.31		3.81		3.86		3.64		3.67		3.44

For the purposes of this ratio (i) earnings consist of income before fixed charges and income taxes for the Company, and (ii) fixed charges consist of interest and debt expense on all indebtedness (without reduction for interest capitalized) and that portion of rental payments on operating leases estimated to represent an interest factor for the Company.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” in the Registration Statement (Form S-4) and related Prospectus of Northwest Pipeline Corporation for the registration of $175,000,000 of its 7.00% Senior Notes due 2016 and to the incorporation by reference therein of our report dated March 8, 2006, with respect to the financial statements and schedule of Northwest Pipeline Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas
August 18, 2006

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Each of the undersigned, being a director and/or officer of Northwest Pipeline Corporation, a Delaware corporation (“Northwest Pipeline”), hereby constitutes and appoints R. Rand Clark, Brian K. Shore, and Richard D. Rodekohr, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign a registration statement on Form S-4 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of debt securities of Northwest Pipeline and any and all amendments to such registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this 23rd day of August, 2006.

Signature	Title	Date
/s/ Steven J. Malcolm
Steven J. Malcolm	Chairman of the Board	August 23, 2006
/s/ Phillip D. Wright Phillip D. Wright	Director and Senior Vice President (Principal Executive Officer)	August 23, 2006
/s/ Allison G. Bridges
Allison G. Bridges	Director and Vice President	August 23, 2006
/s/ Richard D. Rodekohr	Vice President and Treasurer	August 23, 2006
Richard D. Rodekohr	(Principal Financial Officer)
/s/ R. Rand Clark	Controller	August 23, 2006
R. Rand Clark	(Principal Accounting Officer)

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

	13-4994650
(State of incorporation if not a national bank)	(I.R.S. employer identification No.)
1111 Polaris Parkway
Columbus, Ohio	43271
(Address of principal executive offices)	(Zip Code)

Pauline E. Higgins
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
707 Travis Street, 4th Floor North
Houston, Texas 77002
Tel: (713) 216-1436
(Name, address and telephone number of agent for service)

Northwest Pipeline Corporation
(Exact name of obligor as specified in its charter)

Delaware	87-0269236
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification No.)
295 Chipeta Way
Salt Lake City, Utah	84108
(Address of principal executive offices)	(Zip Code)

7.00% Senior Notes due 2016
(Title of the indenture securities)

GENERAL

Item 1. General Information.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it is subject.

          Comptroller of the Currency, Washington, D.C.

          Board of Governors of the Federal Reserve System, Washington, D.C., 20551

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

     None.

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Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 16th day of August, 2006.

JPMORGAN CHASE BANK, N.A.
By	/s/ Joanne Adamis /s/ Joanne Adamis

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Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank, N.A.
of 1111 Polaris Parkway, Columbus, Ohio 43240
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business March 31, 2006, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	in Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	35,771
Interest-bearing balances		11,008
Securities:
Held to maturity securities		72
Available for sale securities		55,459
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		17,813
Securities purchased under agreements to resell		228,565
Loans and lease financing receivables:
Loans and leases held for sale		32,025
Loans and leases, net of unearned income		381,159
Less: Allowance for loan and lease losses		5,042
Loans and leases, net of unearned income and allowance		376,117
Trading Assets		246,732
Premises and fixed assets (including capitalized leases)		8,145
Other real estate owned		388
Investments in unconsolidated subsidiaries and associated companies		1,620
Intangible assets:
Goodwill		23,681
Other Intangible assets		11,704
Other assets		44,294
TOTAL ASSETS	$	1,093,394

	Dollar Amounts
	in Millions
LIABILITIES
Deposits:
In domestic offices	$	417,676
Noninterest-bearing		134,430
Interest-bearing		283,246
In foreign offices, Edge and Agreement subsidiaries and IBF’s		163,635
Noninterest-bearing		6,677
Interest-bearing		156,958
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		9,221
Securities sold under agreements to repurchase		125,094
Trading liabilities		137,150
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		90,745
Subordinated notes and debentures		18,638
Other liabilities		41,884
TOTAL LIABILITIES		1,004,043
Minority Interest in consolidated subsidiaries		1,956
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,785
Surplus (exclude all surplus related to preferred stock)		59,450
Retained earnings		27,149
Accumulated other comprehensive income		(989	)
Other equity capital components		0
TOTAL EQUITY CAPITAL		87,395
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL	$	1,093,394

     I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

     We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct.

MICHAEL J. CAVANAGH	)
WILLIAM B. HARRISON , JR.	)	DIRECTORS
JAMES DIMON	)

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

NORTHWEST PIPELINE CORPORATION

Exchange Offer for All Outstanding

7.00% Senior Notes due 2016

(CUSIP Nos. 667748 AL1 and U66640 AB6)

for new 7.00% Senior Notes due 2016

that have been registered under the Securities Act of 1933

Pursuant to the Prospectus dated          , 2006

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2006, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE ‘‘EXPIRATION TIME”). TENDERS MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO THE EXPIRATION TIME.

The exchange agent is:

JPMorgan Chase Bank, N.A.

By Registered or Certified Mail:	By Regular Mail & Overnight Courier:
JPMorgan Chase Bank, N.A. Att: Worldwide Securities Services P.O. Box 2320 Dallas, Texas 75221-2320 Att: Customer Service	JPMorgan Chase Bank, N.A. Att: Worldwide Securities Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Att: Customer Service
By Facsimile Transmission: Attention: Frank Ivins (214) 468-6494	Confirm Facsimile Transmission by Telephone: (214) 468-6464

For information, call:

1-800-275-2048

TO TENDER OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL (OR AN AGENT’S MESSAGE) MUST BE DELIVERED TO THE EXCHANGE AGENT AT ONE OF ITS ADDRESSES SET FORTH ABOVE, WITH ALL REQUIRED DOCUMENTATION, AT OR PRIOR TO THE EXPIRATION TIME. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.

The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

By execution of this Letter of Transmittal, the undersigned acknowledges that he, she or it has received the prospectus, dated          , 2006 (the “Prospectus”), of Northwest Pipeline Corporation, a Delaware corporation (“the Company”), and this Letter of Transmittal, which together constitute the offer of the Company (the “Exchange Offer”) to exchange up to $175,000,000 in aggregate principal amount of new 7.00% Senior Notes due 2016 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of outstanding 7.00% Senior Notes due 2016 (the “Outstanding Notes”), subject to the terms and conditions set forth therein. Recipients of the Prospectus should carefully read the Prospectus, including the requirements described in the Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW.

This Letter of Transmittal is to be used to tender Outstanding Notes:

•  if certificates representing tendered Outstanding Notes are to be forwarded herewith; or

•  if a tender is made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”) through DTC’s Automated Tender Offer Program (“ATOP”) pursuant to the procedures set forth in “The Exchange Offer — How to Tender Outstanding Notes for Exchange” in the Prospectus, unless an Agent’s Message (as defined below) is transmitted in lieu thereof.

The term “Agent’s Message” means a message, electronically transmitted by DTC to the Exchange Agent, forming part of a book-entry transfer, which states that DTC has received an express acknowledgement from the tendering holder of the Outstanding Notes that such holder has received and agrees to be bound by, and makes each of the representations and warranties contained in, this Letter of Transmittal, and, further, that such holder agrees that the Company may enforce this Letter of Transmittal against such holder.

Only registered holders are entitled to tender their Outstanding Notes for exchange in the Exchange Offer. In order for any holder of Outstanding Notes to tender in the Exchange Offer all or any portion of such holder’s Outstanding Notes, the Exchange Agent must receive, at or prior to the Expiration Time, this Letter of Transmittal or an Agent’s Message, the certificates for all physically tendered Outstanding Notes or a confirmation of the book-entry transfer of the Outstanding Notes being tendered into the Exchange Agent’s account at DTC, and all documents required by this Letter of Transmittal, or a notice of guaranteed delivery.

Any participant in DTC’s system and whose name appears on a security position listing as the registered owner of Outstanding Notes and who wishes to make book-entry delivery of Outstanding Notes to the Exchange Agent’s account at DTC can execute the tender through ATOP, for which the Exchange Offer will be eligible, by following the applicable procedures thereof. Upon such tender of Outstanding Notes:

•  DTC will verify the acceptance of the tender and execute a book-entry delivery of the tendered Outstanding Notes to the Exchange Agent’s account at DTC;

•  DTC will send to the Exchange Agent for its acceptance an Agent’s Message forming part of such book-entry transfer; and

•  transmission of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

In order to properly complete this Letter of Transmittal, a holder of Outstanding Notes must:

•  complete the box entitled, “Description of Outstanding Notes Tendered”;

•  if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, broker dealers, special issuance instructions and special delivery instructions;

•  complete the box entitled “Sign Here to Tender Your Outstanding Notes in the Exchange Offer”; and

•  complete the Substitute Form W-9 accompanying this Letter of Transmittal or the applicable IRS Form W-8, which may be obtained from the Exchange Agent.

If a holder of Outstanding Notes desires to tender his, her or its Outstanding Notes for exchange and, at or prior to the Expiration Time, (1) such holder’s Outstanding Notes are not immediately available, (2) such holder cannot deliver to the Exchange Agent his, her or its Outstanding Notes, this Letter of Transmittal and all other documents required hereby, or (3) such holder cannot complete the procedures for book-entry transfer, such holder must tender the Outstanding Notes pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 2.

2

The Exchange Offer may be extended, terminated, or amended as provided in the Prospectus. During any such extension of the Exchange Offer, all Outstanding Notes previously tendered and not withdrawn pursuant to the Exchange Offer will remain subject to the Exchange Offer. The Exchange Offer is scheduled to expire at 5:00 p.m., New York City time, on          , 2006, unless extended by the Company.

Persons who are beneficial owners of Outstanding Notes but are not registered holders and who desire to tender Outstanding Notes should contact the registered holder of such Outstanding Notes and instruct such registered holder to tender on such beneficial owner’s behalf.

SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

3

The undersigned hereby tenders for exchange the Outstanding Notes described in the box entitled “Description of Outstanding Notes Tendered” below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.

DESCRIPTION OF OUTSTANDING NOTES TENDERED
(1)	(2)	(3)
Name(s) and Address(es) of registered holder(s)	Outstanding Notes’	Principal Amount Tendered
(Please fill in, if blank)	Certificate Numbers(A)	for Exchange(B)
		$
(A) Need not be completed if Outstanding Notes are being delivered by book-entry transfer.
(B) The minimum permitted tender is $2,000 in principal amount of Outstanding Notes and integral multiples of $1,000 in excess of $2,000. If this column is left blank, it will be assumed that the holder is tendering all of such holder’s Outstanding Notes.

o   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

o   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: _ _

DTC Account Number: _ _  Transaction Code Number: _ _

By crediting Outstanding Notes to the Exchange Agent’s account at DTC in accordance with ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting an Agent’s Message to the Exchange Agent in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of this Letter of Transmittal, the participant in ATOP confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal applicable to it and such beneficial owners as if it had completed the information required herein and executed and delivered this Letter of Transmittal to the Exchange Agent.

o   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered Holder(s): _ _

Window Ticket Number (if any): _ _

Date of Execution of Notice of Guaranteed Delivery: _ _

Name of Institution that Guaranteed Delivery: _ _

o   CHECK HERE IF YOU ARE A BROKER-DEALER AND COMPLETE THE FOLLOWING:

Name: _ _

Address: _ _

o   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

4

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the Outstanding Notes indicated above. Subject to, and effective upon, acceptance for exchange of the Outstanding Notes tendered herewith, the undersigned hereby sells, assigns and transfers to the Company all right, title and interest in and to all such Outstanding Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as agent of the Company) with respect to such Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

•  deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by DTC, together, in each such case, with all accompanying evidences of transfer and authenticity to the Company;

•  present and deliver such Outstanding Notes for transfer on the books of the Company; and

•  receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire the Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the Outstanding Notes are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by DTC.

The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of certain of its obligations under the registration rights agreement that was filed as an exhibit to the registration statement of which the Prospectus is a part.

The undersigned also acknowledges that the Exchange Offer is being made by the Company in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties. The Company believes that Exchange Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or that tenders Outstanding Notes for the purpose of participating in a distribution of the Exchange Notes), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business, and such holders have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. However, the Company does not intend to request that the SEC consider, and the SEC has not considered, the Exchange Offer in the context of a no-action letter and therefore the Company cannot guarantee that the staff of the SEC would make a similar determination with respect to the Exchange Offer. The undersigned acknowledges that if the interpretation of the Company of the above mentioned no-action letters is incorrect such holder may be held liable for any offers, resales or transfers by the undersigned of the Exchange Notes that are in violation of the Securities Act. The undersigned further acknowledges that neither the Company nor the Exchange Agent will indemnify any holder for any such liability under the Securities Act.

The undersigned represents and warrants that:

•  such holder is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act;

•  the Exchange Notes acquired in the Exchange Offer will be obtained in the ordinary course of such holder’s business;

•  neither such holder nor, to the actual knowledge of such holder, any other person receiving Exchange Notes from such holder, has any arrangement or understanding with any person to participate in the distribution of such Exchange Notes;

•  if the holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes; and

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•  if such holder is a broker-dealer, the Outstanding Notes being tendered for exchange were acquired for its own account as a result of market-making activities or other trading activities (and not directly from the Company), and it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus in connection with the resale of the Exchange Notes, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act, and such holder will comply with the applicable provisions of the Securities Act with respect to resale of any Exchange Notes.

Any holder of Outstanding Notes who is an affiliate of the Company who tenders Outstanding Notes in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes:

•  may not rely on the position of the staff of the SEC enunciated in its series of interpretive no-action letters with respect to exchange offers; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and personal and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.

Outstanding Notes properly tendered may be withdrawn at any time at or prior to the Expiration Time in accordance with the terms of the Prospectus and this Letter of Transmittal.

The Exchange Offer is subject to certain conditions, some of which may be waived or modified by the Company, in whole or in part, at any time and from time to time, as described in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that as a result of such conditions the Company may not be required to accept for exchange, or to issue Exchange Notes in exchange for, any of the Outstanding Notes validly tendered hereby. All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance or rejection of their Outstanding Notes for exchange.

The Company is not aware of any jurisdiction in which the making of the Exchange Offer or the tender of Outstanding Notes in connection therewith would not be in compliance with the laws of such jurisdiction. If the making of the Exchange Offer would not be in compliance with the laws of any jurisdiction, the Exchange Offer will not be made to the registered holders residing in such jurisdiction.

Unless otherwise indicated under “Special Issuance Instructions” below, please return any certificates representing Outstanding Notes not tendered or not accepted for exchange and certificates representing Exchange Notes issued in exchange for Outstanding Notes in the name(s) of the holder(s) appearing under “Description of Outstanding Notes Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail any certificates representing Outstanding Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate) and any certificates representing Exchange Notes issued in exchange for Outstanding Notes to the address of the holder(s) appearing under “Description of Outstanding Notes Tendered.” In the event that both the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange in the name(s) of, and return any Outstanding Notes not tendered or not accepted for exchange to, the person or persons so indicated. Unless otherwise indicated under “Special Issuance Instructions,” in the case of a book-entry delivery of Outstanding Notes, please credit the account of the undersigned maintained at DTC appearing under the table “Description of Outstanding Notes Tendered” with any Outstanding Notes not accepted for exchange or any Exchange Notes issued in exchange for Outstanding Notes. The undersigned recognizes that the Company has no obligation pursuant to the special issuance instructions to transfer any Outstanding Notes from the name of the holder thereof if the Company does not accept for exchange any of the Outstanding Notes so tendered or if such transfer would not be in compliance with any transfer restrictions applicable to such Outstanding Notes.

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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)

To be completed ONLY if (i) certificates for Exchange Notes issued for Outstanding Notes, or certificates for Outstanding Notes not exchanged for Exchange Notes, or certificates for Outstanding Notes not tendered for exchange are to be issued in the name of someone other than the undersigned, or (ii) Outstanding Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issued to:

Name: _ _
(Please Print)

Address: _ _




(Including Zip Code)


 _ _
(Taxpayer Identification Number or Social Security Number)
Credit Outstanding Notes not exchanged and delivered by book-entry transfer to the DTC account set forth below:
 _ _
(DTC Account Number) SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)

To be completed ONLY if the certificates for Exchange Notes issued for Outstanding Notes, certificates for Outstanding Notes not exchanged for Exchange Notes, or certificates for Outstanding Notes not tendered for exchange are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail to:

Name: _ _
(Please Print)

Address: _ _




(Including Zip Code)


 _ _
(Taxpayer Identification Number or Social Security Number)

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SIGN HERE TO TENDER YOUR OUTSTANDING NOTES IN THE EXCHANGE OFFER

Signature(s) of holder(s) of Outstanding Notes

Dated: _ _, 2006

Must be signed by the registered holder(s) of Outstanding Notes exactly as name(s) appear(s) on certificate(s) representing the Outstanding Notes or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.

Capacity (Full Title): 

Name(s): 

(Please type or print)

Address: 

(Include Zip Code)

Area Code and Telephone Number: 

GUARANTEE OF SIGNATURE(S)

(If required — see Instructions 1 and 6)

Authorized Signature: 

Name: 

(Please type or print)

Title: 

Name of Firm: 

Address: 

(Include Zip Code)

Area Code and Telephone Number: 

Dated: _ _, 2006

IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9

ACCOMPANYING THIS LETTER OF TRANSMITTAL

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.  Guarantee of Signatures.  Signatures on this Letter of Transmittal need not be guaranteed if the Outstanding Notes tendered hereby are tendered:

•  by the registered holder(s) of Outstanding Notes thereof, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above; or

•  for the account of an Eligible Institution. The term “Eligible Institution” means an institution that is a member in good standing of a Medallion Signature Guarantee Program recognized by the Exchange Agent, for example, the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Signature Program. An Eligible Institution includes firms that are members of a registered national securities exchange, members of the National Association of Securities Dealers, Inc., commercial banks or trust companies having an office in the United States or certain other eligible guarantors.

In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution.

2.  Delivery of this Letter of Transmittal and Certificates for Outstanding Notes or Book-Entry Confirmations; Guaranteed Delivery Procedures.  In order for a holder of Outstanding Notes to tender all or any portion of such holder’s Outstanding Notes, the Exchange Agent must receive either a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or, if tendering by book-entry transfer, an Agent’s Message with respect to such holder, the certificates for all physically tendered Outstanding Notes, or a confirmation of the book-entry transfer of the Outstanding Notes being tendered into the Exchange Agent’s account at DTC, and any other required documents, at or prior to the Expiration Time, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC does not constitute delivery to the Exchange Agent.

The method of delivery to the Exchange Agent of this Letter of Transmittal, Outstanding Notes and all other required documents is at the election and risk of the holder thereof. If such delivery is by mail, it is suggested that holders use properly insured registered mail, return receipt requested, and that the mailing be sufficiently in advance of the Expiration Time to permit delivery to the Exchange Agent at or prior to such date. Except as otherwise provided below, the delivery will be deemed made when actually received or confirmed by the Exchange Agent. This Letter of Transmittal and Outstanding Notes tendered for exchange should be sent only to the Exchange Agent, not to the Company or DTC.

If holders desire to tender Outstanding Notes for exchange pursuant to the Exchange Offer and, if at or prior to the Expiration Time:

•  certificates representing such Outstanding Notes are not lost but are not immediately available;

•  time will not permit this Letter of Transmittal, certificates representing Outstanding Notes or other required documents to reach the Exchange Agent; or

•  the procedures for book-entry transfer cannot be completed;

such holder may effect a tender of Outstanding Notes for exchange in accordance with the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” Pursuant to the guaranteed delivery procedures:

•  at or prior to the Expiration Time, the Exchange Agent must have received from an Eligible Institution, at one of the addresses of the Exchange Agent set forth above, a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile, mail or hand delivery) substantially in the form provided by the Company setting forth the name(s) and address(es) of the registered holder(s) of such Outstanding Notes, the certificate number(s) and the principal amount of Outstanding Notes being tendered for exchange and stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal, or a facsimile thereof, together with certificates representing the Outstanding Notes (or confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account with DTC and an Agent’s Message) and any other documents required by this Letter of Transmittal and the instructions hereto, will be deposited by such Eligible Institution with the Exchange Agent; and

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•  this Letter of Transmittal or a facsimile thereof, properly completed together with duly executed certificates for all physically delivered Outstanding Notes in proper form for transfer (or confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account with DTC and an Agent’s Message) and all other required documents must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance or rejection of their Outstanding Notes for exchange.

3.  Inadequate Space.  If the space provided in the box entitled “Description of Outstanding Notes Tendered” above is not adequate, the certificate numbers and principal amounts of Outstanding Notes tendered should be listed on a separate signed schedule affixed hereto.

4.  Withdrawal of Tenders.  A tender of Outstanding Notes may be withdrawn at any time at or prior to the Expiration Time by delivery of a written or facsimile notice of withdrawal to the Exchange Agent at the address set forth on the cover of this Letter of Transmittal. To be effective, a notice of withdrawal must:

•  be received by the Exchange Agent at or prior to the Expiration Time;

•  specify the name of the person having tendered the Outstanding Notes to be withdrawn;

•  identify the Outstanding Notes to be withdrawn (including the certificate number or numbers, if applicable, and principal amount of such Outstanding Notes);

•  specify the principal amount of Outstanding Notes to be withdrawn;

•  where certificates for Outstanding Notes were transmitted, specify the name in which such Outstanding Notes are registered, if different from that of the withdrawing holder, and the serial numbers of the particular certificates to be withdrawn;

•  if Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer, specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of DTC;

•  include a statement that such holder is withdrawing his, her or its election to have such Outstanding Notes exchanged;

•  be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Outstanding Notes were tendered, with such signature guaranteed by an Eligible Institution (unless such withdrawing holder is an Eligible Institution) or be accompanied by documents of transfer (including a signature guarantee by an Eligible Institution) sufficient to permit the trustee under the Indenture to register the transfer of such Outstanding Notes into the name of the person withdrawing the tender; and

•  specify the name in which any such Outstanding Notes are to be registered, if different from that of the person tendering the Outstanding Notes.

The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of the notice of withdrawal. All questions as to the validity of notices of withdrawal, including time of receipt, will be determined by the Company in its sole discretion and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with DTC specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer — How to Tender Outstanding Notes for Exchange” in the Prospectus at any time at or prior to the Expiration Time.

5.  Partial Tenders.  Tenders of Outstanding Notes will be accepted only in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess of $2,000. If a tender for exchange is to be made with respect to less than the

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entire principal amount of any Outstanding Notes, fill in the principal amount of Outstanding Notes that are tendered for exchange in column (3) of the box entitled “Description of Outstanding Notes Tendered,” as more fully described in the footnotes thereto. A blank in column (3) of the box will indicate that the holder is tendering all of such holder’s Outstanding Notes. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Outstanding Notes, will be sent to the holders of Outstanding Notes unless otherwise indicated in the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” above, as soon as practicable after the expiration or termination of the Exchange Offer.

6.  Signatures on this Letter of Transmittal; Bond Powers and Endorsements.

•  If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered for exchange hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

•  If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are names in which certificates are held.

•  If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of its authority to so act must be submitted, unless waived by the Company.

•  If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes listed and transmitted hereby, no endorsements of certificates or separate bond powers are required, unless certificates for Outstanding Notes not tendered or not accepted for exchange are to be issued or returned in the name of a person other than the holder(s) thereof. In such event, signatures on this Letter of Transmittal or such certificates must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

•  If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes, the certificates representing such Outstanding Notes must be properly endorsed for transfer by the registered holder(s) or be accompanied by a properly completed bond power from the registered holder(s), in either case signed by such registered holder(s) exactly as the name(s) of the registered holder(s) of the Outstanding Notes appear(s) on the certificates. Signatures on the endorsement or bond power must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

•  If the Outstanding Notes or the Exchange Notes issued in exchange for the Outstanding Notes are to be issued in the name of a person other than the registered holder(s), this Letter of Transmittal must be accompanied by bond powers or other documents of transfer sufficient to permit the trustee under the Indenture to register the transfer of such Outstanding Notes into the name of such person.

7.  Transfer Taxes.  Except as set forth in this Instruction 7, the Company will pay or cause to be paid any transfer taxes applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of any transfer taxes (whether imposed on the registered holder(s) or any other persons) will be payable by the tendering holder. If satisfactory evidence of the payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

8.  Special Issuance and Delivery Instructions.  If the Exchange Notes are to be issued or if any Outstanding Notes not tendered or not accepted for exchange are to be issued or sent to a person other than the person(s) signing this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders of Outstanding Notes tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not accepted for exchange be credited to such other account maintained at DTC as such holder may designate. In such event, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution.

9.  Irregularities.  All questions as to the forms of all documents and the validity of (including time of receipt) and acceptance of the tenders and withdrawals of Outstanding Notes will be determined by the Company, in its sole discretion,

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which determination shall be final and binding. Alternative, conditional or contingent tenders will not be considered valid. The Company reserves the absolute right to reject any or all tenders of Outstanding Notes that are not in proper form or the acceptance of which would, in the Company’s opinion, be unlawful. The Company also reserves the right to waive any defects or irregularities as to the tender of any particular Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with tenders of Outstanding Notes must be cured within such time as the Company determines, unless waived by the Company. Tenders of Outstanding Notes shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. Neither the Company nor the Exchange Agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of Outstanding Notes, or will incur any liability to registered holders or beneficial owners of Outstanding Notes for failure to give such notice.

10.  Waiver of Conditions.  To the extent permitted by applicable law, the Company reserves the right to waive any and all conditions to the Exchange Offer as described under “The Exchange Offer — Conditions to the Exchange Offer” in the Prospectus, and accept for exchange any Outstanding Notes tendered. To the extent that the Company waives any condition to the Exchange Offer, it will waive such condition as to all Outstanding Notes.

11.  Tax Identification Number and Backup Withholding.  Federal income tax law generally requires that a holder of Outstanding Notes whose tendered Outstanding Notes are accepted for exchange or such holder’s assignee (in either case, the “Payee”), provide the Exchange Agent (the “Payor”) with such Payee’s correct Taxpayer Identification Number (“TIN”), which, in the case of a Payee who is an individual, is such Payee’s social security number. If the Payor is not provided with the correct TIN or an adequate basis for an exemption, such Payee may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding at the applicable withholding rate (which is currently 28%) on all reportable payments (such as interest), that are made to the Payee with respect to the Exchange Notes. If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, each Payee must provide the Exchange Agent such Payee’s correct TIN by completing the “Substitute Form W-9” accompanying this Letter of Transmittal, certifying that the TIN provided is correct (or that such Payee is awaiting a TIN) and that:

•  the Payee is exempt from backup withholding;

•  the Payee has not been notified by the Internal Revenue Service that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends; or

•  the Internal Revenue Service has notified the Payee that such Payee is no longer subject to backup withholding.

If the Payee does not have a TIN, such Payee should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for instructions on applying for a TIN. A Payee who has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future should check the “Awaiting TIN” box in Part 3 of the Substitute Form W-9, and should sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth therein. If such a Payee does not provide his, her or its TIN to the Exchange Agent within 60 days, backup withholding on all reportable payments will begin and continue until such Payee furnishes such Payee’s TIN to the Exchange Agent.

If the Outstanding Notes are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

Exempt Payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Payee must enter its correct TIN in Part 1 of the Substitute Form W-9, check the “Exempt” box in Part 4 of such form and sign and date the form. See the W-9 Guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt from these backup withholding and information reporting requirements, such person must complete and submit an appropriate Form W-8, signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Exchange Agent.

12.  Mutilated, Lost, Stolen or Destroyed Outstanding Notes.  Any holder of Outstanding Notes whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal for further instructions.

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13.  Requests for Assistance or Additional Copies.  Requests for assistance with respect to the procedures for the Exchange Offer or for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery, or the W-9 Guidelines may be directed to the Exchange Agent at its address set forth on the cover of this Letter of Transmittal.

14.  Incorporation of this Letter of Transmittal.  This Letter of Transmittal shall be deemed to be incorporated in, and acknowledged and accepted by, a tender through DTC’s ATOP procedures by any participant on behalf of itself and the beneficial owners of any Outstanding Notes so tendered by such participant.

IMPORTANT — This Letter of Transmittal, together with certificates for tendered Outstanding Notes, with any required signature guarantees or an Agent’s Message in lieu thereof, together with all other required documents or a Notice of Guaranteed Delivery must be received by the Exchange Agent at or prior to the Expiration Time.

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EX-99.2

Exhibit 99.2

What Number to Give the Payer

The holder is required to give the Payer his or her TIN (e.g., Social Security Number or Employer Identification Number). If the Outstanding Notes are held in more than one name or are held not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

PAYER’S NAME: JPMorgan Chase Bank, N.A.
SUBSTITUTE Form W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX TO THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
		Social Security Number or Employer Identification Number
Department of the Treasury Internal Revenue Service	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii) after being so notified, the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
Payer’s Request for Taxpayer Identification Number (TIN)	Certificate instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). Signature _ _ Name _ _ Address: _ _(Please Print) Date _ _, 2006		Part 3 Awaiting TIN [  ]           Part 4 Exempt from backup withholding [  ]

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, all reportable payments made to me thereafter will be subject to backup withholding at the applicable withholding rate (which is currently 28%) until I provide such a number.

Signature _ _      Date _ _, 2006
Name (please print) _ _

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE (WHICH IS CURRENTLY 28%) ON ANY REPORTABLE PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL DETAILS.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. — Social security numbers have nine digits separated by two hyphens, i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the Payer.

		Give name and
		SOCIAL SECURITY
For this type of account:		Number of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. A revocable savings trust account (in which grantor is also trustee)	The grantor trustee(1)
	b. Any “trust” account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship account	The owner (3)

		Give name and
		EMPLOYER IDENTIFICATION
For this type of account:		Number of —
6.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
7.	Corporate account or entity electing corporate status	The corporation
8.	Religious, charitable or educational organization account	The organization
9.	Partnership or multi-member LLC treated as a partnership	The partnership
10.	Association, club, or other tax-exempt organization	The organization
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Employer Identification Number or your Social Security Number.

(4) List first and circle the name of the legal trust, estate, or pension trust.

Note:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

If you don’t have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), or Form W-7 for International Taxpayer Identification Number (for alien individuals required to file U.S. tax returns), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

To complete Substitute Form W-9 if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in Part I, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

Unless otherwise noted herein, all references below to section numbers or to regulations are references to the Internal Revenue Code and the regulations promulgated thereunder.

Payees specifically exempted from backup withholding on ALL payments include the following:

1.	A corporation.
2.	A financial institution.
3.	An organization exempt from tax under Section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(F)(2).
4.	The United States or any agency or instrumentality thereof.
5.	A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.
6.	A foreign government or a political subdivision thereof, or any agency or instrumentality thereof.
7.	An international organization or any agency or instrumentality thereof.
8.	A registered dealer in securities or commodities registered in the United States or a possession of the United States.
9.	A real estate investment trust.
10.	A common trust fund operated by a bank under Section 584(a).
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A foreign central bank of issue.
13.	A future commission merchant registered with the Commodities Futures Trading Commission.
14.	A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under Section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

•  Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the Payer’s trade or business, and (iii) you have not provided your correct taxpayer identification number to the Payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

•  Payments described in Section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under Section 1451.

•  Payments made by certain foreign organizations.

•  Payments made to a nominee.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notices — Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to the Payer who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The Payer must be given the numbers whether or not recipients are required to file tax returns. The Payer must generally withhold tax at the applicable withholding rate (which is currently 28%) taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to the Payer. Certain penalties may also apply.

Penalties

(1)	Penalty for Failure to Furnish Taxpayer Identification Number — If you fail to furnish your taxpayer identification number to the Payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2)	Civil Penalty for False Statements With Respect to Withholding — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
(3)	Criminal Penalty for Falsifying Information — If you falsify certifications or affirmations, you are subject to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.3

Exhibit 99.3

NOTICE OF GUARANTEED DELIVERY

NORTHWEST PIPELINE CORPORATION

Exchange Offer for All Outstanding

7.00% Senior Notes due 2016

(CUSIP Nos. 667748 AL1 and U66640 AB6)

for new 7.00% Senior Notes due 2016

that have been registered under the Securities Act of 1933

Pursuant to the Prospectus dated          , 2006

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2006, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION TIME”). TENDERS MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO THE EXPIRATION TIME.

The exchange agent is:

JPMorgan Chase Bank, N.A.

By Registered or Certified Mail:	By Regular Mail & Overnight Courier:
JPMorgan Chase Bank, N.A. Att: Worldwide Securities Services P.O. Box 2320 Dallas, Texas 75221-2320 Att: Customer Service	JPMorgan Chase Bank, N.A. Att: Worldwide Securities Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Att: Customer Service
By Facsimile Transmission: Attention: Frank Ivins   (214) 468-6494	Confirm Facsimile Transmission by Telephone: (214) 468-6464

For information, call:

1-800-275-2048

TO TENDER OUTSTANDING NOTES, THIS NOTICE OF GUARANTEED DELIVERY MUST BE DELIVERED TO THE EXCHANGE AGENT AT ONE OF ITS ADDRESSES SET FORTH ABOVE AT OR PRIOR TO THE EXPIRATION TIME. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.

As set forth in the prospectus dated          , 2006 (the “Prospectus”), of Northwest Pipeline Corporation, a Delaware corporation (“the Company”), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), this Notice of Guaranteed Delivery must be used to accept the offer (the “Exchange Offer”) to exchange up to $175,000,000 in aggregate principal amount of new 7.00% Senior Notes due 2016 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of outstanding 7.00% Senior Notes due 2016 (the “Outstanding Notes”), if at or prior to the Expiration Time (1) the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent, (2) Outstanding Notes cannot be delivered to the Exchange Agent, or (3) the procedures for book-entry transfer cannot be completed. This form must be delivered by an eligible institution (as described in the Prospectus) by mail or hand delivery or transmitted via facsimile to the Exchange Agent at one of its addresses set forth above at or prior to the Expiration Time. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions thereto, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (receipt of which are hereby acknowledged), the principal amount of Outstanding Notes specified below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal. By so tendering, the undersigned does hereby make as of the date hereof, the representations and warranties of a tendering holder of Outstanding Notes set forth in the Letter of Transmittal.

The undersigned understands that exchange of the Outstanding Notes for Exchange Notes will be made only after valid receipt by the Exchange Agent of (1) such Outstanding Notes, or a book-entry confirmation of the transfer of such Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”), and (2) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any signature guarantees and any other documents required by the Letter of Transmittal, or a properly transmitted Agent’s Message, within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. The term “Agent’s Message” means a message, transmitted by DTC and received by the Exchange Agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the undersigned agrees to be bound by, and makes each of the representations and warranties contained in, the Prospectus and Letter of Transmittal and that the Company may enforce the Letter of Transmittal against the undersigned. The undersigned agrees that the Outstanding Notes surrendered for exchange will be accepted only in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess of $2,000.

The undersigned understands that tenders of Outstanding Notes may be withdrawn if the Exchange Agent receives at one of its addresses specified on the cover of this Notice of Guaranteed Delivery, at or prior to the Expiration Time, a Notice of Withdrawal, including the name of the holder having tendered the Outstanding Notes to be withdrawn, the aggregate principal amount of Outstanding Notes the holder delivered for exchange, the certificate number(s) (if any) of the Outstanding Notes and a statement that such holder is withdrawing his, her or its election to have such Outstanding Notes or any specified portion thereof exchanged, in accordance with the procedures set forth in the Prospectus and the Letter of Transmittal.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

2

PLEASE SIGN AND COMPLETE

Signature(s) of registered holder(s) or Authorized Signatory: _ _

Name(s) of registered holder(s): 

Address(es): 

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of the Outstanding Notes exactly as their name(s) appear on certificate(s) for the Outstanding Notes or, if tendered by a DTC participant, exactly as such participant’s name appears on a security position listing as the owner of the Outstanding Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery.

Date: _ _, 2006

Area Code and Telephone No.: 

Principal Amount of Outstanding 7.00% Senior Notes Tendered: 

Certificate No.(s) of Outstanding Note(s) (if available): 

o  If Outstanding Notes will be delivered by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company, check box, and provide account number:

DTC Account No.: 

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE IN LIEU THEREOF.

     If the signature above is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Name(s): 

Capacity: 

PLEASE PRINT NAME(S) AND ADDRESS(ES)

GUARANTEE ON REVERSE MUST BE COMPLETED

3

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange, or the National Association of Securities Dealers, Inc. or a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each, an “Eligible Institution”), hereby guarantees that the certificates for Outstanding Notes tendered hereby in proper form for transfer or confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees, or an Agent’s Message, and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at its address set forth above within three New York Stock Exchange trading days after the date of execution hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and certificates representing the Outstanding Notes to the Exchange Agent, or in the case of a book-entry transfer, an Agent’s Message and confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC, within the time periods shown herein. The undersigned acknowledges that failure to do so could result in a financial loss to such Eligible Institution.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name of Firm: 

Authorized Signature: 

Name: 

Title: 

Date: _ _, 2006

Address: 

(Zip Code)

Area Code and Telephone Number: 

4

EX-99.4

Exhibit 99.4

LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES

NORTHWEST PIPELINE CORPORATION

Exchange Offer for All Outstanding

7.00% Senior Notes due 2016
(CUSIP Nos. 667748 AL1 and U66640 AB6)
for new 7.00% Senior Notes due 2016
that have been registered under the Securities Act of 1933

Pursuant to the Prospectus dated          , 2006

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2006, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION TIME”). TENDERS MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO THE EXPIRATION TIME.

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Northwest Pipeline Corporation, a Delaware corporation (“the Company”), is offering to exchange, upon the terms and subject to the conditions set forth in the prospectus dated          , 2006 (the “Prospectus”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), up to $175,000,000 in aggregate principal amount of new 7.00% Senior Notes due 2016 ( the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of outstanding 7.00% Senior Notes due 2016 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (the “Exchange Offer”). The Exchange Offer is being made pursuant to the registration rights agreement that the Company entered into with the initial purchasers in connection with the issuance of the Outstanding Notes. As set forth in the Prospectus, the terms of the Exchange Notes are substantially identical to the Outstanding Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes will not apply to the Exchange Notes. The Prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus.

We are requesting that you contact your clients for whom you hold Outstanding Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Outstanding Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

1. Prospectus dated          , 2006;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if, at or prior to the Expiration Time, certificates for Outstanding Notes are not available, if time will not permit all required documents to reach the Exchange Agent or if the procedure for book-entry transfer cannot be completed;

4. A form of letter that may be sent to your clients for whose account you hold Outstanding Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

5. Substitute Form W-9 and Guidelines for Certification of Taxpayer identification number on Substitute Form W-9.

Your prompt action is required. The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2006, unless extended. Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time at or prior to the Expiration Time.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof), with any required signature guarantees and any other required documents, must be sent to the Exchange Agent and certificates representing the Outstanding Notes must be delivered to the Exchange Agent (or book-entry transfer of the Outstanding Notes must be made into the Exchange Agent’s account at DTC), all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Outstanding Notes held by such brokers, dealers, commercial banks and trust companies as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all transfer taxes applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer, except as set forth in Instruction 7 of the Letter of Transmittal.

Any inquiries you may have with respect to the procedure for tendering Outstanding Notes pursuant to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to JPMorgan Chase Bank, N.A., the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

NORTHWEST PIPELINE CORPORATION

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2

EX-99.5

Exhibit 99.5

LETTER TO CLIENTS

NORTHWEST PIPELINE CORPORATION

Exchange Offer for All Outstanding

7.00% Senior Notes due 2016
(CUSIP Nos. 667748 AL1 and U66640 AB6)
for new 7.00% Senior Notes due 2016
that have been registered under the Securities Act of 1933

Pursuant to the Prospectus dated          , 2006

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2006, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION TIME”). TENDERS MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO THE EXPIRATION TIME.

To our Clients:

Enclosed for your consideration is the Prospectus dated          , 2006 (the “Prospectus”) and the accompanying Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by Northwest Pipeline Corporation (“the Company”), to exchange up to $175,000,000 in aggregate principal amount of new 7.00% Senior Notes due 2016 ( the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of outstanding 7.00% Senior Notes due 2016 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made pursuant to the registration rights agreement that the Company entered into with the initial purchasers in connection with the issuance of the Outstanding Notes. As set forth in the Prospectus, the terms of the Exchange Notes are substantially identical to the Outstanding Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes will not apply to the Exchange Notes. The Prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus.

This material is being forwarded to you as the beneficial owner of the Outstanding Notes carried by us in your account, but not registered in your name. A tender of such Outstanding Notes can be made only by us as the registered holder for your account and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used to tender Outstanding Notes.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2006, unless extended by the Company. If you desire to exchange your Outstanding Notes in the Exchange Offer, your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Outstanding Notes on your behalf at or prior to the Expiration Time in accordance with the provisions of the Exchange Offer. Any Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time at or prior to the Expiration Time.

Your attention is directed to the following:

1. The Exchange Offer is described in and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

2. The Exchange Offer is for any and all Outstanding Notes.

3. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange promptly following the Expiration Time all Outstanding Notes validly tendered and will issue Exchange Notes promptly after such acceptance.

4. Any transfer taxes incident to the transfer of Outstanding Notes from the holder to the Company will be paid by the Company, except as otherwise provided in Instruction 7 of the Letter of Transmittal.

5. The Exchange Offer expires at 5:00 p.m., New York City time, on          , 2006, unless extended by the Company. If you desire to tender any Outstanding Notes pursuant to the Exchange Offer, we must receive your instructions in ample time to permit us to effect a tender of the Outstanding Notes on your behalf at or prior to the Expiration Time.

Pursuant to the Letter of Transmittal, each holder of Outstanding Notes must represent to the Company that:

•  the holder is not an “affiliate,” as defined under Rule 405 of the Securities Act, of the Company;

•  the Exchange Notes issued in the Exchange Offer are being acquired in the ordinary course of business of the holder;

•  neither the holder nor, to the actual knowledge of such holder, any other person receiving Exchange Notes from such holder, has any arrangement or understanding with any person to participate in the distribution of the Exchange Notes issued in the Exchange Offer;

•  if the holder is not a broker-dealer, the holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes;

•  if the holder is a broker-dealer, the holder will receive Exchange Notes for its own account in exchange for Outstanding Notes, the Outstanding Notes to be exchanged by the holder for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and the holder will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act, and such holder will comply with the applicable provisions of the Securities Act with respect to resale of any Exchange Notes.

Any person who is an affiliate of the Company, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction of the Exchange Notes acquired by such person and such person cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its series of interpretative no-action letters with respect to exchange offers.

The enclosed “Instructions to Registered Holder from Beneficial Owner” form contains an authorization by you, as the beneficial owner of Outstanding Notes, for us to make, among other things, the foregoing representations on your behalf.

We urge you to read the enclosed Prospectus and Letter of Transmittal in conjunction with the Exchange Offer carefully before instructing us to tender your Outstanding Notes. If you wish to tender any or all of the Outstanding Notes held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form attached hereto.

None of the Outstanding Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given, your signature on the attached “Instructions to Registered Holder from Beneficial Holder” shall constitute an instruction to us to tender ALL of the Outstanding Notes held by us for your account.

2

NORTHWEST PIPELINE CORPORATION

Instructions to Registered Holder
from Beneficial Owner
of
7.00% Senior Notes due 2016
(CUSIP Nos. 667748 AL1 and U66640 AB6)
for new 7.00% Senior Notes due 2016
that have been registered under the Securities Act of 1933

The undersigned hereby acknowledges receipt of the prospectus dated          , 2006 (the “Prospectus”) of Northwest Pipeline Corporation, a Delaware corporation (“the Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the offer (the “Exchange Offer”) to exchange up to $175,000,000 in aggregate principal amount of new 7.00% Senior Notes due 2016 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of outstanding 7.00% Senior Notes due 2016 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned, on the terms and subject to the conditions in the Prospectus and Letter of Transmittal.

The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in the amount):

$      of the 7.00% Senior Notes due 2016

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o   To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered, if less than all):

$      of the 7.00% Senior Notes due 2016

o   NOT to TENDER any Outstanding Notes held by you for the account of the undersigned.

If the undersigned is instructing you to tender the Outstanding Notes held by you for the account of the undersigned, the undersigned agrees and acknowledges that you are authorized:

•  to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that:

•  the undersigned is not an “affiliate,” as defined under Rule 405 of the Securities Act, as amended (the “Securities Act”), of the Company;

•  the undersigned is acquiring the Exchange Notes to be issued in the Exchange Offer in the ordinary course of business of the undersigned;

•  neither the undersigned nor, to the actual knowledge of the undersigned, any other persons receiving Exchange Notes from the undersigned, has any arrangement or understanding with any person to participate in the distribution of the Exchange Notes issued in the Exchange Offer;

•  if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes;

•  if the undersigned is a broker-dealer, the undersigned will receive Exchange Notes for its own account in exchange for Outstanding Notes, the Outstanding Notes to be exchanged by the undersigned for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and the undersigned will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act, and such holder will comply with the applicable provisions of the Securities Act with respect to resale of any Exchange Notes; and

•  the undersigned acknowledges that any person who is an affiliate of the Company or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction of the Exchange Notes acquired by such person and such person cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its series of interpretative no-action letters with respect to exchange offers;

•  to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

•  to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Outstanding Notes.

SIGN HERE

Name of Beneficial Owner(s): 

Signature(s): 

Capacity (full title)(1) 

Address: 

Telephone Number(s): 

Taxpayer Identification Number or Social Security Number(s): 

     o  CHECK HERE IF YOU ARE A BROKER DEALER

Date:                         , 2006

(1)  Please provide if signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity.

2