EXHIBIT 99.1

               NORTHERN PLAINS NATURAL GAS COMPANY
                        PHANTOM UNIT PLAN


     Section 1.     Purposes of the Plan. The purposes of this
Northern Plains Natural Gas Company Phantom Unit Plan (the
"Plan") are to provide employees of Northern Plains Natural Gas
Company an increased incentive to contribute to the future
success and prosperity of Northern Border Pipeline Company and
Northern Border Partners, L.P., thus enhancing the value of the
partnerships for the benefit of their owners, and to enhance the
ability of Northern Plains Natural Gas Company to attract and
retain employees who are essential to the progress, growth and
profitability of the partnerships.

     Section 2.     Administration of the Plan.

     2.1.  The Committee.  The Plan shall be administered by the
Board of Directors of Northern Plains Natural Gas Company (the
"Board") acting as an administrative committee of the whole or by
another administrative committee appointed from time to time by
the Board (in each case the "Committee").  Members of any such
Committee need not be directors of Northern Plains Natural Gas
Company.  The Committee shall have all of the powers and duties
specified for it under the Plan, including, without limitation,
the selection of Participants and the determination of Grants of
Phantom Units to be granted to each Participant.  The Committee
may from time to time establish rules and procedures for the
administration of the Plan which are not inconsistent with the
provisions of the Plan, and any such rules and procedures shall
be effective as if included in the Plan.

     2.2.  Meetings.  A majority of the members of the Committee
shall constitute a quorum for the transaction of business.  All
action taken by the Committee at a meeting shall be by the vote
of a majority of those present at such meeting, but any action
may be taken by the Committee without a meeting upon written
consent signed by all of the members of the Committee.  Members
of the Committee may participate in a meeting by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear or see
the comments of one another.  No member of the Committee shall
vote on any matter directly affecting the amounts payable under
the Plan to such member.

     2.3.  Committee Determinations.  All determinations of the
Committee shall be final, binding and conclusive upon all
persons.

     Section 3.     Eligibility and Participation.

     3.1.  Eligible Employees.  Employees of Northern Plains
Natural Gas Company are eligible to be selected by the Committee
for participation in the Plan.  Participation in the Plan and the
Grant of Phantom Units to such eligible employees shall be in the
discretion of the Committee, and the Committee may from time to
time establish further eligibility requirements for participation
in the Plan.  Subject to provisions of the Plan, Phantom Units
granted to each Participant shall be determined in the sole
discretion of the Committee.

     3.2.  Grant Agreements.  The terms and provisions of each
Grant of Phantom Units, as determined by the Committee in its
sole discretion, shall be set forth in a written Grant Agreement,
which shall incorporate by reference, and be subject to, the
terms and provisions of the Plan.  Each Grant Agreement shall
contain such provisions not inconsistent with the Plan as the
Committee deems appropriate.  The terms and provisions set forth
in Grant Agreements may vary among Participants.  Phantom Units
and all rights attendant thereto are transferable only by will or
the laws of descent and distribution, and are only redeemable
while the Participant remains an employee of Northern Plains
Natural Gas Company, or dies while an employee thereof unless
otherwise provided by a provision of the Plan or of the
Participant's Grant Agreement.  Subject to the foregoing, the
Committee has complete authority to determine the identity of
participants, the time of grant, time and provisions for
redemption and duration of a Grant of Phantom Units and any other
conditions or limitations applicable to the Grant and redemption
of a Grant of Phantom Units.

     3.3.  Limit On Phantom Units.  The number of Grants of
Phantom Units, including Grants of Phantom Units which have been
redeemed, shall not exceed forty thousand (40,000).  If a Grant
of Phantom Units is forfeited before its redemption, then the
number of Phantom Units attributable to such forfeited Grant is
available for Grants of Phantom Units subsequent to such
forfeiture.

     Section 4.     Plan Accounts.  A bookkeeping account shall
be established for each Participant on books kept by Northern
Plains Natural Gas Company.  Such account shall be unfunded and
shall set forth the initial Grant of Phantom Units to a
Participant, the Phantom Units Value of such Phantom Units at the
time of such Grant and such other information as may be necessary
for administration of such Grant.

     Section 5.     Provisions Regarding Phantom Units.

     5.1. Grant of Phantom Units.  Phantom Units may be granted
by the Committee on such terms and conditions as the Committee
may determine.  A Phantom Unit shall be a bookkeeping credit
equal in value to the Phantom Unit Value at the time of grant.

     5.2. Redemption.  A Grant of Phantom Units shall be
redeemed according to the provisions of the Grant Agreement.

     5.3. Redemption Payment.  Upon redemption of a Grant of
Phantom Units, Northern Plains Natural Gas Company will pay or
cause to be paid to the Participant a Redemption Payment in
Common Units of the Partnership or in cash, or a combination
thereof, as determined in the sole discretion of the Committee.
The Committee shall have final discretion in determining the
method and form of the Redemption Payment.  The number of Common
Units of the Partnership paid pursuant to a redemption shall be
determined using the value of a Redemption Payment attributable
to the number of Phantom Units redeemed and the closing price of
a Common Unit as reported on the New York Stock Exchange on the
Redemption Date.  Subject to applicable law, such Common Units of
the Partnership shall be unrestricted and freely transferable,
without limitation.

     5.4. Participants Not Shareholders or Unitholders.

          (1)  The existence of the Plan and Grants of Phantom
     Units do not restrict the right or power of the Partnership
     or Northern Plains Natural Gas Company to effect any
     organizational actions, including, but not limited to,
     issuance of securities, changes of capital structure, and
     mergers or other reorganizations.  Participants will not
     have any rights of equity or ownership in either the
     Partnership or Northern Plains Natural Gas Company as a
     result of receiving or holding Grants of Phantom Units.
     
          (2)  If an event occurs which results in the withdrawal
     of Northern Plains Natural Gas Company pursuant to the
     provisions of the Partnership Agreement (an "Event of
     Withdrawal"), then within thirty (30) days of an Event of
     Withdrawal all unpaid Grants of Phantom Units shall become
     fully redeemable and surrendered to Northern Plains Natural
     Gas Company by each Participant, and shall be canceled;
     provided, however, each Participant (or the Participant's
     estate in the event of death) shall receive a Redemption
     Payment for such Phantom Units from Northern Plains Natural
     Gas Company pursuant to the provisions of the underlying
     Grant Agreement, using as the Determination Date the date of
     Event of Withdrawal as determined by the Committee.

     Section 6.     No Right of Employment.   Neither the
adoption of the Plan nor a Grant of Phantom Units or crediting of
amounts with respect thereto shall confer on any person the right
to continued employment by Northern Plains Natural Gas Company,
or affect in any way the right of Northern Plains Natural Gas
Company to terminate its employment of a person at any time.

     Section 7.     Prohibition Against Assignment or
Encumbrance.  No right, title, interest or benefit hereunder
shall ever be transferable or liable for or charged with any of
the torts or obligations of a Participant or any person claiming
under a Participant, or be subject to seizure by any creditor of
a Participant or any person claiming under a Participant.  No
Participant or any person claiming under a Participant shall have
the power to anticipate or dispose of any right, title, interest
or benefit hereunder in any manner until the same shall have been
actually distributed free and clear of the terms of the Plan.

     Section 8.     Amendment and Termination of Plan.

     8.1.  Amendment of Plan.  The Board shall have the right to
alter or amend the Plan or any part thereof from time to time,
except that the Board shall not make any alteration or amendment
which would impair the rights of a Participant without that
Participant's consent with respect to amounts, rights or
provisions theretofore granted.

     8.2.  Termination of Plan. Notwithstanding any other
provision of the Plan to the contrary, the Board may, in its sole
discretion, terminate the Plan at any time, except that
termination of the Plan shall not impair the rights of a
Participant without the Participant's consent.  If not earlier
terminated under the provisions of this Section 8, the Plan shall
terminate as of the Plan Termination Date.

     Section 9.     Source of Payments.  The Plan shall constitute
an unfunded, unsecured obligation of Northern Plains Natural Gas
Company to make Redemption Payments according to the provisions
of the Plan from its general assets.  Neither the establishment
of the Plan nor the allocation of Phantom Units or making
bookkeeping credits to Participant accounts with respect thereto
shall be deemed to create a trust.  By virtue of being a
Participant in the Plan, no Participant shall have any security
or other interest in any assets or equity of the Partnership or
Northern Plains Natural Gas Company.  A Participant, his or her
beneficiary and any other person or persons having or claiming a
right to payments hereunder or to any interest in Phantom Units
or this Plan shall rely solely on the unsecured promise of
Northern Plains Natural Gas Company set forth herein, and nothing
in this Plan shall be construed to give a Participant,
beneficiary or any other person or persons any right, title,
interest or claim in or to any specific asset, fund, reserve,
account or property of any kind whatsoever owned by the
Partnership or Northern Plains Natural Gas Company, or in which
either of them may have any right, title or interest now or in
the future; but a Participant shall have the right to enforce a
claim arising under the Plan against Northern Plains Natural Gas
Company in the same manner as any unsecured creditor.

     Section 10.    Plan Binding.  This Plan shall be binding upon
Northern Plains Natural Gas Company, its successors and assigns.
Northern Plains Natural Gas Company shall not be a party to any
merger, consolidation or reorganization, unless and until the
Plan and Northern Plains Natural Gas Company's obligations
hereunder shall be expressly assumed by its successor or
successors.

     Section 11.    Administration of Plan.

     11.1.  Committee Powers and Duties.  The Committee, in good
faith, shall supervise the administration and enforcement of the
Plan according to the terms and provisions hereof and shall have
the sole discretionary authority and all powers necessary to
accomplish these purposes, including, but not by way of
limitation, the right, power, authority and duty:

     1)  to make rules, regulations and procedures for the
     administration of the Plan which are not inconsistent with
     the terms and provisions hereof, provided such rules,
     regulations and procedures are evidenced in writing and
     copies thereof are delivered to Northern Plains Natural Gas
     Company;

     2)  to construe and interpret all terms, provisions,
     conditions and limitations of the Plan;

     3)  to correct any defect, supply any omission, construe any
     ambiguous or uncertain provisions, or reconcile any
     inconsistency that may appear in the Plan, in such manner
     and to such extent as it shall deem expedient to carry the
     Plan into effect;

     4)  to employ and compensate and delegate responsibilities
     to such accountants, attorneys, investment advisors and
     other agents and persons as the Committee may deem necessary
     or advisable in the proper and efficient administration of
     the Plan;

     5)  to determine all questions and issues relating to
     eligibility;

     6)  to determine the amount, manner and time or payment of
     any benefits under the Plan and to prescribe procedures to
     be followed by Participants in obtaining benefits;

     7)  to cause to be prepared, filed and distributed, in such
     manner as the Committee determines to be appropriate, such
     information and material as is required by the reporting and
     disclosure requirements of applicable statute or regulation;
     and

     8)  to make a determination as to the right of any person to
     receive an amount payable under the Plan.

     11.2.  Northern Plains Natural Gas Company to Supply
Information.  Northern Plains Natural Gas Company shall supply or
cause to be supplied full and timely information to the Committee
relating to Participants and such pertinent facts as the
Committee may require. When making a determination in connection
with the Plan, the Committee shall be entitled to rely upon the
aforesaid information furnished by Northern Plains Natural Gas
Company.

     11.3.  Reliance.  The Committee and the Board shall not
be liable for any decision or action taken in good faith in
connection with the administration of the Plan.  Without limiting
the generality of the foregoing, any such decision or action
taken by the Board or the Committee in reliance upon any
information supplied to them by Northern Plains Natural Gas
Company, Northern Plains Natural Gas Company's legal counsel, or
by Northern Plains Natural Gas Company's independent accountants
in connection with the administration of the Plan shall be deemed
to have been taken in good faith.

     Section 12.    Governing Law.  This Plan shall be subject to,
and governed by, the laws of the State of Nebraska without regard
to conflict of law principles.

     Section 13.    Construction.  In the event any parts of this
Plan are found to be void, the remaining provisions of this Plan
shall nevertheless be binding with the same effect as though the
void parts were deleted.

     Section 14.    Withholding.  Any payment provided for under
the Plan shall be made by Northern Plains Natural Gas Company as
provided herein and shall be reduced by any amount required to be
withheld by Northern Plains Natural Gas Company under applicable
local, state or federal withholding requirements.

     Section 15.    Definitions.  For the purposes of this Plan,
the terms defined below shall have the following meanings:

     "Common Units" or a " Common Unit" of the Partnership shall
have the same meaning as "Common Unit" is defined in the
Partnership Agreement.

     "Determination Date" means the date as of which a 1) Phantom
Unit Value, 2) a value equal to the closing price of a Common
Unit on the New York Stock Exchange (NYSE), or 3) other  values
specified by the Committee for administration of the Plan, is
calculated.

     "GP Distribution Rate" means the indicated annual
distribution to the general partners of the Partnership based on
the most recently declared distribution to limited partners of
the Partnership divided by the number of equivalent units
represented by such general partners' interest in the
Partnership, as determined by the Committee.

     "Distribution Yield" means the indicated annual Common Unit
distribution rate divided by the closing price of a Common Unit
as reported on the New York Stock Exchange on a Determination
Date, as determined by the Committee.

     "Grant" means an award of Phantom Units pursuant to a Grant
Agreement.

     "Grant Agreement" means a written agreement making a Grant
of Phantom Units to a Participant.

     "Phantom Unit" shall mean the interest granted to a
Participant pursuant to a Grant made by the Committee pursuant to
the provisions of the Plan.

     "Phantom Unit Value" for a single Phantom Unit is the GP
Distribution Rate divided by the Distribution Yield.

     "Participant" shall mean an eligible employee of Northern
Plains Natural Gas Company who has been selected by the Committee
to participate in the Plan and who, with Northern Plains Natural
Gas Company, has entered into a Grant Agreement.

     "Partnership" shall mean the limited partnership formed and
continued pursuant to the Partnership Agreement; presently, as of
the effective date of this Plan, Northern Border Partners, L.P.

     "Partnership Agreement" shall mean the Amended and Restated
Agreement of Limited Partnership Of Northern Border Partners,
L.P., as may be amended from time to time.

     "Permanent Disability" shall mean an injury or illness to or
of a Participant for which the Committee makes a determination
that the Participant is permanently and totally unable to perform
his or her duties for the Participant's employer as a result of
any medically determinable physical or mental impairment as
supported by a written medical opinion satisfactory to the
Committee by a physician selected by the Committee, or if
earlier, the date the Participant becomes entitled to receive
long term disability benefits under the long term disability plan
maintained or provided by the Participant's employer for its
employees generally.

     "Plan Termination Date" shall mean the earlier date of a
termination of the Plan subject to the provisions of Section 8.2
of the Plan or December 31, 2004.

     "Redemption Date" shall mean the date specified in a Grant
Agreement for redemption of the Grant of  Phantom Units.

     "Redemption Payment" shall mean a payment equal to the
product of the Phantom Unit Value as of the Determination Date
multiplied by the number of the Phantom Units being redeemed plus
the amount of cash distributions credited to a Participant's
account pursuant to the applicable provisions of the underlying
Grant Agreement or according to the provisions of the Plan.