Exhibit
4.32


FISCAL
AGENCY AGREEMENT




Between




NORTHERN
NATURAL GAS COMPANY,




as
Issuer




and




THE
BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,




as Fiscal
Agent




__________




Dated as
of July 15, 2008




__________




5.75%
Senior Notes due 2018











TABLE OF
CONTENTS









Page1.
                    The
      Securities
                    1(a)
                    General
                    1(b)
                    Form
      of Securities; Denominations of Securities
                    1(c)
                    Temporary
      Securities
                    4(d)
                    Legends
                    5(e)
                    Book-Entry
      Provisions
                    52
                    Fiscal
      Agent; Other Agents
                    63.
                    Authentication
                    74.
                    Payment
      and Cancellation
                    7(a)
                    Payment
                    7(b)
                    Cancellation
                    85.
                    Transfer
      and Exchange of Securities
                    8(a)
                    Transfers
      of Global Securities as Such
                    8(b)
                    Exchanges
      of Global Securities for Definitive Securities
                    8(c)
                    Beneficial
      Interests
                    9(d)
                    Special
      Provisions Regarding Transfer of Beneficial Interests in a
                      Regulation
      S Global Security
                    10(e)
                    Special
      Provisions Regarding Transfer of Beneficial Interests in a
      Rule
                      144A
      Global Security
                    13(f)
                    Special
      Provisions Regarding Transfer of Restricted Definitive
      Securities
                    156.
                    Mutilated,
      Destroyed, Stolen or Lost Securities
                    177.
                    Register;
      Record Date for Certain Actions
                    188.
                    Delivery
      of Certain Information
                    19(a)
                    Non-Reporting
      Issuer
                    19(b)
                    Information
      After One Year
                    19(c)
                    Periodic
      Reports
                    209.
                    Conditions
      of Fiscal Agent’s Obligations
                    20(a)
                    Compensation
      and Indemnity
                    20(b)
                    Agency
                    21(c)
                    Advice
      of Counsel
                    21(d)
                    Reliance
                    21





i




Page(e)
                    Interest
      in Securities, etc.
                    21(f)
                    Certifications
                    22(g)
                    No
      Implied Obligations
                    22(h)
                    No
      Liability
                    22(i)
                    No
      Inquiry
                    22(j)
                    Agents
                    22(k)
                    Directors,
      Officers
                    2210.
                    Resignation
      and Appointment of Successor
                    22(a)
                    Fiscal
      Agent and Paying Agent
                    22(b)
                    Resignation
                    23(c)
                    Successors
                    23(d)
                    Acknowledgment
                    24(e)
                    Merger,
      Consolidation, etc.
                    2411.
                    Payment
      of Taxes
                    2412.
                    Amendments
                    24(a)
                    Approval
                    24(b)
                    Binding
      Nature of Amendments, Notice, Notations, etc
                    25(c)
                    “Outstanding”
      Defined
                    2613.
                    GOVERNING
      LAW
                    2614.
                    Notices
                    2615.
                    Defeasance
      (Legal and Covenant)
                    26(a)
                    Issuer’s
      Option to Effect Defeasance or Covenant Defeasance
                    27(b)
                    Defeasance
      and Discharge
                    27(c)
                    Covenant
      Defeasance
                    27(d)
                    Conditions
      to Defeasance and Covenant Defeasance
                    27(e)
                    Deposit
      in Trust; Miscellaneous
                    29(f)
                    Reinstatement
                    3016.
                    Headings
                    3017.
                    Counterparts
                    3018.
                    Successors
      and Assigns
                    3019.
                    Separability
      Clause
                    3020.
                    Waiver
      of Jury Trial
                    3121.
                    Force
      Majeure
                    31





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FISCAL
AGENCY AGREEMENT (this “Agreement”), dated as
of July 15, 2008, between NORTHERN NATURAL GAS COMPANY, a corporation duly
organized under the laws of the State of Delaware (the “Issuer”), and THE
BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking
association, as Fiscal Agent (as defined in Section 2
hereof).




RECITALS
OF THE ISSUER




The
Issuer has duly authorized the creation of an issue of its 5.75% Senior Notes
due July 15, 2018 (the “Securities”) of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Issuer has duly authorized the execution and delivery of this
Agreement.




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




1.  The
Securities .




(a)  General . The
initial aggregate principal amount of Securities issued under this Agreement
will be $200,000,000. The aggregate principal amount of Securities which may be
authenticated and delivered under this Agreement is unlimited, including without
limitation, Securities authenticated and delivered upon registration of
transfer, or in exchange for, or in lieu of other Securities pursuant to the
provisions of this Agreement or the Securities. The Securities and any
additional Securities subsequently issued under this Agreement will be treated
as a single class for all purposes under this Agreement.





The
Securities shall be known and designated as the “5.75% Senior Notes due 2018” of
the Issuer.  The Securities will be unsecured, direct, unconditional
and general obligations of the Issuer and will rank pari passuwith all other
unsecured and unsubordinated indebtedness of the Issuer.




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











(i)
            Except
      as otherwise set forth in this Agreement, the Securities offered and sold
      in their initial resale distribution to a qualified institutional buyer
      (as defined in Rule 144A (“Rule 144A”)
      under the Securities Act of 1933, as amended (the “Act”), each a
      “QIB”) in
      reliance on Rule 144A (“Rule 144A
      Securities”) shall initially be issued in the form of one or more
      Global Securities (as defined in Section 1(e)
      hereof) in definitive, fully registered form, substantially in the form
      set forth on Exhibit A, with
      such applicable legends as are provided for herein and on Exhibit A, and
      in minimum denominations of $2,000 and in integral multiples of $1,000 in
      excess of $2,000.  Such Global Securities shall be duly executed
      by the Issuer and authenticated by the Fiscal Agent as hereinafter
      provided, and deposited with the U.S. Depository (as defined in Section 1(e)
      hereof).  Until such time as the Holding Period (as defined
      below) shall have terminated, each such Security shall be referred to as a
      “Rule 144A
      Global Security.”  The aggregate principal amount of any
      Rule 144A Global Security may be adjusted by endorsements to Schedule A on
      the reverse thereof in any situation where adjustment is permitted or
      required by this Agreement or provided for on Exhibit
      A.  Unless the Issuer determines otherwise in accordance
      with applicable law, the legend setting forth transfer restrictions shall
      be removed or deemed removed from a Rule 144A Security in accordance with
      the procedures set forth in Section 1(d)
      after such time as the applicable Holding Period shall have terminated,
      and each such Security shall thereafter be held as an unrestricted
      Security.  As used herein, the term “Holding
      Period,” with respect to Rule 144A Securities, means the period
      referred to in Rule 144(d) under the Act or any successor provision
      thereto (“Rule
      144(d)”) and as may be amended or revised from time to time,
      beginning from the later of (i) the original issue date of such Securities
      or (ii) the last date on which the Issuer or any affiliate of the Issuer
      was the beneficial owner of such Securities (or any predecessor
      thereof).




(ii)
            Except
      as otherwise set forth in this Agreement, Securities offered and sold in
      reliance on Regulation S under the Act (“Regulation S”)
      will be issued initially in the form of one or more temporary Global
      Securities in the form provided for herein and on Exhibit A, with
      such applicable legends as are provided for herein and on Exhibit A, and
      in minimum denominations of $2,000 and in integral multiples of $1,000 in
      excess of $2,000 equal to the outstanding principal amount of the
      Securities initially sold in reliance on Rule 903 of Regulation S under
      the Act (the “Regulation S Temporary
      Global Securities”).  The Regulation S Temporary Global
      Securities, which will be deposited on behalf of the purchasers of the
      Securities represented thereby with the Fiscal Agent, as custodian for the
      U.S. Depository, and registered in the name of the U.S. Depository or the
      nominee of the U.S. Depository for the accounts of designated agents
      holding on behalf of Euroclear Bank S.A./N.V., as operator of the
      Euroclear System (“Euroclear”), or
      Clearstream Banking, S.A. (“Clearstream”),
      shall be duly executed by the Issuer and authenticated by the Fiscal Agent
      as hereinafter provided.  Following the termination of the
      Restricted Period (as defined below) and upon the receipt by the Fiscal
      Agent of:






2




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




b.  a
certificate signed by the Authorized Officers (“Officers’
Certificate”),




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




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




3




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




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




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






4




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




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




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




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






5




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




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




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




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




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




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






6




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




3.  Authentication .  The
Fiscal Agent is authorized, upon receipt of Securities duly executed on behalf
of the Issuer for the purposes of the original issuance of the Securities, (i)
to authenticate said Securities in an aggregate principal amount of $200,000,000
and to deliver said Securities in accordance with an Order or Orders and
thereafter to authenticate such additional Securities for which it has received
subsequent Orders and (ii) thereafter to authenticate and deliver said
Securities in accordance with the provisions hereinafter set forth.




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




4.  Payment and
Cancellation.




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






7




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




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




5. Transfer and Exchange of
Securities .




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




Exchanges of Global
Securities for Definitive Securities .  A
Global Security shall be exchangeable, in whole but not in part, for definitive
Securities if (a) the U.S. Depository notifies the Issuer that it is unwilling
or unable to continue to hold book-entry interests in such Global Security or
the U.S. Depository at any time ceases to be a “clearing agency” registered as
such under the Exchange Act of 1934, as amended (the “Exchange Act”), and,
in either case, a successor is not appointed by the Issuer within 120 days, (b)
while a Global Security is a restricted Security the book-entry interests in
such Global Security cease to be eligible for the U.S. Depository’s services
because the Securities are neither (i) rated in one of the top four categories
by a nationally recognized statistical rating organization nor (ii) included
within a Self-Regulatory Organization system approved by the Securities and
Exchange Commission (the “Commission”) for the
reporting of quotation and trade information of securities eligible for transfer
pursuant to Rule 144A, such as the PORTAL system, (c) the U.S. Depository for
Securities notifies the Issuer that it is unwilling or unable to continue as
U.S. Depository with respect to such Global Security and no successor is
appointed within 120 days or (d) the Issuer in its sole discretion executes and
delivers to the Fiscal Agent an Officers’ Certificate providing that such Global
Security shall be so exchangeable; provided,however, that in no
event shall the Regulation S Temporary Global Securities be exchanged by the
Issuer for definitive Securities prior to (x) the expiration of the Restricted
Period and (y) the receipt by the Transfer Agent of any certificates required
pursuant to Rule 903(b)(3)(ii)(B) under the Act.  Securities so issued
in exchange for any such Global Security shall have the same interest rate, if
any, and maturity and have the same terms as such Global Security, in authorized
denominations and in the aggregate having the same principal amount as such
Global Security and registered in such names as the U.S. Depository for such
Global Security shall direct. Upon such exchange, the surrendered Global
Security shall be cancelled by the Fiscal Agent.






8




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




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




(c)  Beneficial
Interests.




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




9




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




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






10




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




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




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






11




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




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






12




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




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




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






13




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




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






14




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




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






15




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






16




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




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




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




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




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






17





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




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




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




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




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




18




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




8. Delivery of Certain
Information .




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




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




19




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




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




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






20




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




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




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




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




21




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




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




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




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




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




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




10.  Resignation and Appointment
of Successor .




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






22




(b)  Resignation .  The
Fiscal Agent may at any time resign by giving written notice to the Issuer of
such intention on its part, specifying the date on which its desired resignation
shall become effective, provided that such
date shall not be less than three (3) months from the date on which such notice
is given, unless the Issuer agrees to accept shorter notice.  The
Fiscal Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed on behalf of the Issuer and specifying such removal
and the date when it shall become effective.  Notwithstanding the
dates of effectiveness of resignation or removal, as the case may be, to be
specified in accordance with the preceding sentences, such resignation or
removal shall take effect only upon the appointment by the Issuer of a successor
Fiscal Agent (which, to qualify as such, shall be a bank or trust company
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, in good standing and having and
acting through an established place of business or agency in the Borough of
Manhattan, The City of New York, authorized under such laws to exercise
corporate trust powers and having a combined capital and surplus in excess of
U.S. $100,000,000) and the acceptance of such appointment by such successor
Fiscal Agent.  Upon its resignation or removal, the Fiscal Agent shall
be entitled to payment by the Issuer pursuant to Section 9 hereof of
compensation for services rendered and to reimbursement of reasonable
out-of-pocket expenses incurred hereunder.




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






23






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




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




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




12.  Amendments .




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




24




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




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




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




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




25




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




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




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




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




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




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




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




14.  Notices .  All
notices or communications hereunder, except as herein otherwise specifically
provided, shall be in writing and if sent to the Fiscal Agent shall be
delivered, transmitted by facsimile, telexed or telegraphed to it at 2 N.
LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate
Trust Administration, facsimile no.
[            ] or if
sent to the Issuer shall be delivered, transmitted by facsimile, telexed or
telegraphed to it at 1111 South 103rd Street, Omaha, Nebraska 68124, Attention:
General Counsel, facsimile no. (402) 398-7426.  The foregoing
addresses for notices or communications may be changed by written notice given
by the addressee to each party hereto, and the addressee’s address shall be
deemed changed for all purposes from and after the giving of such
notice.




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




15.  Defeasance (Legal and
Covenant) .




26




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




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




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




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






27




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




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






28




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




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




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




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




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




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




29




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




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




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




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




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




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




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




30




20.  Waiver of Jury
Trial. EACH OF
THE ISSUER AND THE FISCAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION
CONTEMPLATED HEREBY.




21.  Force Majeure. In no
event shall the Fiscal Agent be responsible or liable for any failure or delay
in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Fiscal Agent
shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances.









(SIGNATURE
PAGE FOLLOWS)






31





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






NORTHERN
      NAUTRAL GAS COMPANYBy:
                  /s/ 
      Joseph M. LilloName: 
      Joseph M. LilloTitle: 
      Vice President - Finance and Accounting






THE
      BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal
      AgentBy:
                /s/ 
      George N. ReavesName: George
      N. ReavesTitle:  
      Vice President









32


EXHIBIT
A




FORM
OF SECURITY




[Form of
Face


of
Security]




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




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




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




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






A-1






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




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




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




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




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




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




A-2
 |





NORTHERN
NATURAL GAS COMPANY




5.75%
Senior Notes due 2018




$[______________]


CUSIP No.
[______________]


[ISIN No.
[______________]]







NORTHERN
NATURAL GAS COMPANY, a corporation duly organized under the laws of the State of
Delaware (herein called the “Issuer”), for value
received, hereby promises to pay to [name of registered holder or its registered
assigns] [if this Security is a
Global Security, insert-] the Initial Principal Amount specified on
Schedule A hereto (such Initial Principal Amount, as it may from time to time be
adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the
“Principal
Amount”)] [if this
Security is not a Global Security, insert- the principal sum of
________________ Dollars (the “Principal Amount”)]
on July 15, 2018 and to pay interest thereon from
[                 ]
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on January 15 and July 15 in each
year, commencing
[               ]
(each an “Interest
Payment Date”), at the rate of 5.75% per annum, until the principal
hereof is paid or made available for payment and (to the extent that the payment
of such interest shall be legally enforceable) at the rate per annum equal to
the above rate plus 1% per annum on any overdue principal and on any overdue
installment of interest.  Interest on the Securities shall be computed
on the basis of a 360-day year of twelve 30-day months.  The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Fiscal Agency Agreement hereinafter referred to,
be paid to the person (the “registered holder”)
in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on January 1 or July 1 (whether or not a
Business Day), as the case may be (each a “Regular Record
Date”), next preceding such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the registered holder on such Regular Record Date and shall be paid
to the person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on a special record date for
the payment of such interest to be fixed by the Issuer, notice whereof shall be
given to registered holders of Securities not less than 10 days prior to such
special record date.




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




A-3




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




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




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




A-4


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










NORTHERN
      NATURAL GAS COMPANYDate:
      __________
                    By:
                    _________________________________Name:Title:








Attest:




By:    
 __________________________


Name:


Title:





A-5


FISCAL
AGENT’S CERTIFICATE OF AUTHENTICATION




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






THE
      BANK OF NEW YORK MELLON TRUST COMPANY,
                NATIONAL ASSOCIATION, as
      Fiscal AgentBy:
              _____________________________________________Date
      of Authentication: ___________________







A-6


[Form of
reverse


of
Security]






1.  This Security is one of a duly authorized issue of securities of the
Issuer designated as its 5.75% Senior Notes due 2018 (herein called the “Securities”), issued
in aggregate principal amount of
[               ]
and to be issued in accordance with a Fiscal Agency Agreement, dated as of July
15, 2008 (herein called the “Fiscal Agency
Agreement”), between the Issuer and The Bank of New York Mellon Trust
Company, National Association, as Fiscal Agent (herein called the “Fiscal Agent,” which
term includes any successor fiscal agent under the Fiscal Agency Agreement),
copies of which Fiscal Agency Agreement are on file and available for inspection
at the corporate trust office of the Fiscal Agent which at the date hereof is at
2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602.




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




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




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




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






A-7






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




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




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




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




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






A-8






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




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




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




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




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




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




For purposes of the
Securities,




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




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




A-9




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




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




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




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




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




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




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




7.  In the
event of:




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




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











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




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




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




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




A-11




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




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




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




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




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




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




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




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




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




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




A-12




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




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




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




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




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




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




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




A-13




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




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




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




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




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




For
purposes of the Securities,




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




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






A-14




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




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






A-15




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




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




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




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






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




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




A-16




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




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




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




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




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




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




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




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




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




A-17




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




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




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




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




A-18


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




Schedule
A






SCHEDULE
OF ADJUSTMENTS








Initial
Principal Amount: U.S. $___________________











Date
                adjustment
                made
              Principal
                amount
                increase
              Principal
                amount
                decrease
              Principalamountfollowingadjustment
              Notation
      madeon behalf of theTransfer
      Agent














A-1


EXHIBIT
B


FORM
OF TRANSFER CERTIFICATE


FOR
TRANSFER OR EXCHANGE FROM REGULATION S


GLOBAL
SECURITY TO RULE 144A GLOBAL SECURITY









The Bank
of New York Mellon Trust Company, National Association


2 N.
LaSalle Street


Suite
1020


Chicago,
Illinois 60602




Attention: 
Corporate Trust Administration







Re
      :
              NORTHERN NATURAL GAS
      COMPANY5.75% SENIOR NOTES DUE
      2018




Reference is hereby made to the
Fiscal Agency Agreement, dated as of July 15, 2008 (the “Fiscal Agency
Agreement”), between Northern Natural Gas Company and The Bank of New
York Mellon Trust Company, National Association, as Fiscal Agent. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Fiscal Agency Agreement.




This letter relates to U.S.
$_________ principal amount of Securities which are evidenced by one or more
Regulation S Global Securities in fully registered form (CUSIP No. U66480 AE1;
ISIN No. [       ]) and held with the U.S.
Depository by means of a book-entry interest through Euroclear or Clearstream in
the name of [insert name of transferor] (the “Transferor”).  The
Transferor has requested a transfer of such beneficial interest in the
Regulation S Global Security to a Person that will take delivery thereof (the
“Transferee”)
in the form of any equal principal amount of Securities evidenced by one or more
Rule 144A Global Securities (CUSIP No. 665501 AH5).




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




B-1


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




[Insert
      Name of TransferorBy:
                    ___________________________________Name:Title:Dated:
      __________________






cc:     NORTHERN
NATURAL GAS COMPANY




Signature
Guaranty:_____________________




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




B-2


EXHIBIT
C




FORM
OF TRANSFER CERTIFICATE FOR


TRANSFER
OR EXCHANGE FROM REGULATION S GLOBAL


SECURITY
TO RESTRICTED DEFINITIVE SECURITY









The Bank
of New York Mellon Trust Company, National Association


2 N.
LaSalle Street


Suite
1020


Chicago,
Illinois 60602




Attention:
Corporate Trust Administration




Re
      :
              NORTHERN NATURAL GAS
      COMPANY5.75% SENIOR NOTES DUE
      2018




Reference is hereby made to the
Fiscal Agency Agreement, dated as of July 15, 2008 (the “Fiscal
Agency Agreement”), between Northern Natural Gas Company and The Bank of
New York Mellon Trust Company, National Association, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.




This letter relates to U.S.
$___________ principal amount of Securities which are evidenced by one or more
Regulation S Global Securities in fully registered form (CUSIP No. U66480 AE1;
ISIN No. [       ]) and held with the U.S.
Depository by means of a book-entry interest through Euroclear or Clearstream in
the name of [insert name of transferor] (the “Transferor”). The
Transferor has requested a transfer of such beneficial interest in the
Regulation S Global Security to a Person that will take delivery thereof (the
“Transferee”)
in the form of an equal principal amount of Securities evidenced by a Restricted
Definitive Security.




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




C-1


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




[Insert
      Name of Transferor]By:
                    _____________________________Name:Title:Dated:
      _____________________






cc:        NORTHERN
NATURAL GAS COMPANY




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




C-2


EXHIBIT
D




FORM
OF TRANSFER CERTIFICATE


FOR
EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL


SECURITY
TO UNRESTRICTED GLOBAL SECURITY









The Bank
of New York Mellon Trust Company, National Association


2 N.
LaSalle Street


Suite
1020


Chicago,
Illinois 60602




Attention:
Corporate Trust Administration




Re:
              NORTHERN NATURAL GAS
      COMPANY5.75% SENIOR NOTES DUE
      2018




Reference
is hereby made to the Fiscal Agency Agreement, dated as of July 15, 2008 (the
“Fiscal Agency
Agreement”), between Northern Natural Gas Company and The Bank of New
York Mellon Trust Company, National Association, as Fiscal
Agent.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Fiscal Agency Agreement.




This
letter relates to U.S.$ _________ principal amount of Securities which are
evidenced by one or more Regulation S Global Securities (CUSIP No. U66480 AE1;
ISIN No. [           ])
and held with the U.S. Depository by means of a book-entry interest through
Euroclear or Clearstream in the name of [insert name of transferor] (the “Transferor”).  The
Transferor has requested a transfer of such beneficial interest in the
Securities to a Person who will take delivery thereof in the form of an equal
principal amount of Securities evidenced by one or more unrestricted Global
Securities (CUSIP No. _____________).




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






(1)
            if the
      transfer has been effected pursuant to Rule 903 or Rule 904:(a)the
      offer of the Securities was not made to a Person in the United
      States;(b)either:(i)at
      the time the buy order was originated, the transferee was outside the
      United States or the Transferor and any Person acting on its behalf
      reasonably believed that the transferee was outside the United States,
      or   D-1
  (ii)the
      transaction was executed in, on or through the facilities of a designated
      offshore securities market and neither the Transferor nor any Person
      acting on its behalf knows that the transaction was pre-arranged with a
      buyer in the United States;(c)no
      directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
      and(d)the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Act; or(2)
            if the transfer has
      been effected pursuant to Rule 144, the Securities have been transferred
      in a transaction permitted by Rule 144.






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




[Insert
      Name of Transferor]By:
                    ____________________________Name:Title:Dated: 
      _____________________




cc:   NORTHERN
NATURAL GAS COMPANY




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




D-2
 |


EXHIBIT
E




FORM
OF TRANSFER CERTIFICATE


FOR
EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL


SECURITY
TO REGULATION S GLOBAL SECURITY









The Bank
of New York Mellon Trust Company, National Association


2 N.
LaSalle Street


Suite
1020


Chicago,
Illinois 60602




Attention:
Corporate Trust Administration




Re:
              NORTHERN NATURAL GAS
      COMPANY5.75% SENIOR NOTES DUE
      2018




Reference is hereby made to the
Fiscal Agency Agreement, dated as of July 15, 2008 (the “Fiscal Agency
Agreement”), between Northern Natural Gas Company and The Bank of New
York Mellon Trust Company, National Association, as Fiscal
Agent.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Fiscal Agency Agreement.




This letter relates to U.S.$
________ principal amount of Securities which are evidenced by one or more Rule
144A Global Securities (CUSIP No. 665501 AH5) and held through the U.S.
Depository in the name of [insert name of transferor] (the “Transferor”). The
Transferor has requested a transfer of such beneficial interest in the
Securities to a non-U.S. person who will take delivery thereof in the form of an
equal principal amount of Securities evidenced by one or more Regulation S
Global Securities (CUSIP No. U66480 AE1; ISIN No.
[                ]),
which amount, immediately after such transfer, is to be held with the U.S.
Depository through Euroclear or Clearstream (Common Code _______).




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










(1)
            the
      offer of the Securities was not made to a Person in the United
      States;(2)
            either:(a)at
      the time the buy order was originated, the transferee was outside the
      United States or the Transferor and any Person acting on its behalf
      reasonably believed that the transferee was outside the United States,
      or   E-1
   (b)the
      transaction was executed in, on or through the facilities of a designated
      offshore securities market and neither the Transferor nor any Person
      acting on its behalf knows that the transaction was pre-arranged with a
      buyer in the United States;(3)
            no directed selling
      efforts have been made in contravention of the requirements of Rule 903(b)
      or 904(b) of Regulation S, as applicable;(4)
            the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Act; and(5)
            upon
      completion of the transaction, the beneficial interest being transferred
      as described above is to be held with the U.S. Depository through
      Euroclear or Clearstream (Common Code ___________).






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




[Insert
      Name of Transferor]By:
                    ___________________________NameTitleDated:
      ___________________






cc:           NORTHERN
NATURAL GAS COMPANY




Signature
Guaranty:____________________




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




E-2


EXHIBIT
F




FORM
OF TRANSFER CERTIFICATE


FOR
EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL


SECURITY
TO RESTRICTED DEFINITIVE SECURITY









The Bank
of New York Mellon Trust Company, National Association


2 N.
LaSalle Street


Suite
1020


Chicago,
Illinois 60602




Attention:
Corporate Trust Administration




Re:
              NORTHERN NATURAL GAS
      COMPANY5.75% SENIOR NOTES DUE
      2018




Reference
is hereby made to the Fiscal Agency Agreement, dated as of July 15, 2008 (the
“Fiscal Agency
Agreement”), between Northern Natural Gas Company and The Bank of New
York Mellon Trust Company, National Association, as Fiscal Agent. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Fiscal Agency Agreement.




This
letter relates to U.S.$ _________ principal amount of Securities which are
evidenced by one or more Rule 144A Global Securities (CUSIP No. 665501 AH5) and
held through the U.S. Depository in the name of [insert name of transferor] (the
“Transferor”).  The
Transferor has requested a transfer of such beneficial interest in the
Securities to a Person who will take delivery thereof in the form of an equal
principal amount of Securities evidenced by a Restricted Definitive
Security.




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




F-1


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




[Insert
      Name of Transferor]By:
                    ______________________________NameTitleDated:_____________________







cc:  NORTHERN
NATURAL GAS COMPANY




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




F-2


EXHIBIT
G




FORM
OF TRANSFER CERTIFICATE


FOR
EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL


SECURITY
TO UNRESTRICTED GLOBAL SECURITY









The Bank
of New York Mellon Trust Company, National Association


2 N.
LaSalle Street


Suite
1020


Chicago,
Illinois 60602




Attention:
Corporate Trust Administration




Re:
              NORTHERN NATURAL GAS
      COMPANY5.75% SENIOR NOTES DUE
      2018






Reference
is hereby made to the Fiscal Agency Agreement, dated as of July 15, 2008 (the
“Fiscal Agency
Agreement”), between Northern Natural Gas Company and The Bank of New
York Mellon Trust Company, National Association, as Fiscal
Agent.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Fiscal Agency Agreement.




This
letter relates to U.S.$ _________ principal amount of Securities which are
evidenced by one or more Rule 144A Global Securities (CUSIP No. 665501 AH5) and
held through the U.S. Depository in the name of [insert name of transferor] (the
“Transferor”).  The
Transferor has requested a transfer of such beneficial interest in the
Securities to a Person who will take delivery thereof in the form of an equal
principal amount of Securities evidenced by one or more unrestricted Global
Securities (CUSIP No._________).




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










(1)
            if the
      transfer has been effected pursuant to Rule 903 or Rule 904:(a)the
      offer of the Securities was not made to a Person in the United
      States;(b)either:(i)at
      the time the buy order was originated, the transferee was outside the
      United States or the Transferor and any Person acting on its behalf
      reasonably believed that the transferee was outside the United States,
      or   G-1
   (ii)the
      transaction was executed in, on or through the facilities of a designated
      offshore securities market and neither the Transferor nor any Person
      acting on its behalf knows that the transaction was pre-arranged with a
      buyer in the United States;(c)no
      directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
      and(d)the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Act; or(2)
            if
      the transfer has been effected pursuant to Rule 144, the Securities have
      been transferred in a transaction permitted by Rule
  144.






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




[Insert
      Name of Transferor]By:
                    ______________________________Name:Title:Dated:
      ____________________






cc:  NORTHERN
NATURAL GAS COMPANY




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




G-2


EXHIBIT
H




FORM
OF TRANSFER CERTIFICATE


FOR
TRANSFER AND EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES









The Bank
of New York Mellon Trust Company, National Association


2 N.
LaSalle Street


Suite
1020


Chicago,
Illinois 60602




Attention:
Corporate Trust Administration




Re:
              NORTHERN NATURAL GAS
      COMPANY5.75% SENIOR NOTES DUE
      2018






Reference
is hereby made to the Fiscal Agency Agreement, dated as of July 15, 2008 (the
“Fiscal Agency
Agreement”), between Northern Natural Gas Company and The Bank of New
York Mellon Trust Company, National Association, as Fiscal Agent. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Fiscal Agency Agreement.




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




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




[CHECK
ONE]




 ̈
              (1)
              the
      Surrendered Securities are being transferred to the Issuer or an Affiliate
      thereof; ̈
              (2)
              the
      Surrendered Securities are being transferred pursuant to and in accordance
      with Rule 144A under the United States Securities Act of 1933, as amended
      (the “Act”) and, accordingly, the
      Transferor does hereby further certify that the Surrendered Securities are
      being transferred to a Person that the Transferor reasonably believes is
      purchasing the Surrendered Securities for its own account, or for one or
      more accounts with respect to which such Person exercises sole investment
      discretion, and such Person and each such account is a “qualified
      institutional buyer” within the meaning of Rule 144A, in each case in a
      transaction meeting the requirements of Rule 144A and in accordance with
      any applicable securities laws of any state of the United
      States; ̈
              (3)
              the
      Surrendered Securities are being transferred to a Person that the
      Transferor reasonably believes is purchasing the Surrendered Securities
      for its own account or for one or more accounts with respect to which such
      Person exercise sole investment discretion, and such Person and each such
      account is an institutional “accredited investor” as described in Rule
      501(a)(1), (2), (3) or (7) under the Act and is purchasing such
      Surrendered Securities for investment purposes and not with a view to, or
      for offer or sale in connection with, any distribution in violation of the
      Act in a transaction in accordance with any applicable securities laws of
      the United States or any state thereof.or ̈
              (4)
              the
      Surrendered Securities are being transferred pursuant to and in accordance
      with Regulation S and:
 H-1






(a)
            the offer of the
      Surrendered Securities was not made to a Person in the United
      States;(b)
            either:(i)at
      the time the buy order was originated, the transferee was outside the
      United States or the Transferor and any Person acting on its
      behalf  reasonably believed that the transferee was outside the
      United States, or(ii)the
      transaction was executed in, on or through the facilities of a designated
      offshore securities market and neither the Transferor nor any Person
      acting  on its behalf knows that the transaction was prearranged
      with a buyer in the United States;(c)
            no directed selling
      efforts have been made in contravention of the requirements of Rule 903(b)
      or 904(b) of Regulation S, as applicable; and(d)
            the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Act;




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





H-2





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




[Insert
      Name of Transferor]By:
                      ________________________________Name:Title:Dated:
      ____________________






cc:           NORTHERN
NATURAL GAS COMPANY




Signature
Guaranty:_____________________




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