NORTHWESTERN PUBLIC SERVICE CO, S-3, 1995-06-21

NORTHWESTERN PUBLIC SERVICE CO
S-3, 1995-06-21
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE>
As filed with the Securities and Exchange Commission on June 21, 1995
Registration No. 33-________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
----------------------

NORTHWESTERN PUBLIC DELAWARE 46-0172280
SERVICE COMPANY
NWPS CAPITAL FINANCING I DELAWARE TO BE APPLIED FOR
NWPS CAPITAL FINANCING II DELAWARE TO BE APPLIED FOR
NWPS CAPITAL FINANCING III DELAWARE TO BE APPLIED FOR
(Exact name of registrant as (State or other (I.R.S. Employer
specified in its charter) jurisdiction of Identification No.)
incorporation or organization)

33 THIRD STREET S.E.
HURON, SOUTH DAKOTA 57350-1318
605-352-8411

(Address, including zip code, and telephone number,
including area code, of each registrant's principal executive offices)

----------------------

MERLE D. LEWIS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
33 THIRD STREET S.E.
HURON, SOUTH DAKOTA 57350-1318
605-352-8411

(Name, address, including zip code, and telephone
number including area code, of agent for service)

WITH COPIES TO:
JAMES M. VAN VLIET, JR. DAVID P. FALCK
SCHIFF HARDIN & WAITE WINTHROP, STIMSON,
7200 SEARS TOWER PUTNAM & ROBERTS
CHICAGO, ILLINOIS 60606 ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
----------------------

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / __________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

----------------------
<PAGE>

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM AMOUNT OF
TITLE OF SECURITIES AGGREGATE REGISTRATION
TO BE REGISTERED OFFERING PRICE (1) FEE (1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Mortgage Bonds of Northwestern Public Service Company (2)
- -----------------------------------------------------------------------------------------------------------------------------
Subordinated Debt Securities of Northwestern Public
Service Company . . . . . . . . . . . . . (2)
- -----------------------------------------------------------------------------------------------------------------------------
Preferred Securities of NWPS Capital Financing I (2)
- -----------------------------------------------------------------------------------------------------------------------------
Preferred Securities of NWPS Capital Financing II (2)
- -----------------------------------------------------------------------------------------------------------------------------
Preferred Securities of NWPS Capital Financing III (2)
- -----------------------------------------------------------------------------------------------------------------------------
Guarantees of Preferred Securities by Northwestern Public
Service Company (3) . . . . . . . . . . . (2)
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $3.50 per share, of Northwestern
Public Service Company. . . . . . . . . . (2)
- -----------------------------------------------------------------------------------------------------------------------------
Total $200,000,000 $68,966
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(2) Not applicable pursuant to Form S-3, General Instruction II.D.
(3) No separate consideration will be received for the Guarantees.
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.

PROSPECTUS SUPPLEMENT (SUBJECT TO COMPLETION, ISSUED ________, 1995).
(TO PROSPECTUS DATED _______________, 1995)

$_________________
NORTHWESTERN PUBLIC SERVICE COMPANY
_____% MORTGAGE BONDS DUE __________

________________

Interest payable [insert to come]
________________

The Mortgage Bonds offered hereby (the "Offered Bonds") will mature on ________.
The Offered Bonds will not be redeemable prior to ____________. Thereafter,
the Offered Bonds may be redeemed at the option of the Company at the
redemption prices set forth herein. The Offered Bonds will be issued in
the form of a fully-registered book-entry Offered Bonds which will
be deposited with, and registered in the name of a nominee
of, The Depository Trust Company. See "Certain Terms
of the Offered Bonds" herein.

________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
MISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS TO WHICH
IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

________________

PRICE % AND ACCRUED INTEREST

________________

Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(1)(3)
--------- -------------- -------------

<S> <C> <C> <C>
Per Offered Bond...............................

Total..........................................

<FN>

----------------

(1) Plus accrued interest, if any, from __________.

(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

(3) Before deducting expenses payable by the Company, estimated at $__________.

</TABLE>

________________

<PAGE>

The Offered Bonds are offered, subject to prior sale, when, as and if accepted
by the Underwriters and subject to approval of certain legal matters by
Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters. It is
expected that delivery of the Offered Bonds will be made on or about
_______________, 1995, through the book-entry facilities of The Depository Trust
Company against payment therefor in New York funds.

________________

_______________, 1995

S-2
<PAGE>

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED BONDS
AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

S-3

<PAGE>

PROSPECTUS SUPPLEMENT SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE
CONSIDERED IN CONJUNCTION WITH, THE INFORMATION AND FINANCIAL STATEMENTS
APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS
AND IN THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE.

THE COMPANY

The Company's principal business is energy distribution. The Company is
engaged in providing regulated electric and natural gas service in South Dakota
and natural gas service in Nebraska. The Company serves approximately 54,900
electric customers and 75,000 gas customers representing a diverse mix of
residential, commercial and industrial customers. In addition, the Company has
investments in nonutility businesses and has recently contracted to acquire
Synergy Group Incorporated, a major propane distribution company. See "The
Company" and "Pending Acquisition of Synergy Group Incorporated" in the
accompanying Prospectus.

The Company's electric business generates, transmits and distributes
electricity to over 100 communities in eastern South Dakota. In 1994, 46% of
the Company's total operating revenues were from the sale of electric energy.
At December 31, 1994, the aggregate capacity of all company-owned electric
generating units was 309,000 kw, consisting of 202,000 kw from jointly-owned
baseload plants, and 107,000 kw from internal combustion turbine and diesel
units, used primarily for peaking purposes. All of the Company's baseload
plants are fueled by coal. The Company has maintained competitive electric
rates when compared to neighboring utilities and has a competitive electric
baseload generating production cost, which includes fuel and plant operating
expenses, of less than 1.5 cents per kilowatt hour.

The Company's natural gas business purchases, transports and distributes
natural gas to over 50 communities in eastern South Dakota and 4 communities in
central Nebraska. In 1994, 40% of the Company's total operating revenues was
from the sale of natural gas. The Company purchases gas supply from more than
20 domestic and Canadian suppliers and transports natural gas supply through
five pipelines. Gas agreements provide for firm deliverable pipeline capacity
of approximately 98,900 MMBTU per day. To supplement firm gas supplies, the
Company also owns six propane-air plants and has contracts for underground
natural gas storage services. Over the last five years the Company has expanded
its gas distribution operations to serve 29 new communities in South Dakota.
The Company

S-4

<PAGE>

The Company's business strategy is summarized by three primary
objectives:

- - To enhance the Company's competitive position in its energy distribution
businesses

- - To expand energy sales and markets with value-added services for
customers

- - To provide earnings and dividend growth in increasing shareholder value
through its energy distribution businesses and through investment and
acquisition activities

By enhancing the competitive position of its core electric and gas distribution
businesses and expanding its energy sales and markets, the Company believes it
will position itself to be successful in the increasingly competitive electric
and gas distribution businesses anticipated over the next several years. To
supplement growth strategies in its electric and natural gas businesses, the
Company will also seek new investment and acquisition opportunities that have
demonstrable growth potential. The primary focus of these investment and
acquisition activities is targeted in energy distribution businesses.
Additionally, the Company will also pursue opportunities in non-energy
businesses that complement its existing operations and provide the capability of
enhancing shareholder value.

In May 1995, the Company contracted to acquire Synergy Group Incorporated
("Synergy"), a retail propane distributor serving over 200,000 customers from
152 locations in 23 states in the eastern and south central regions of the U.S.
(See "Pending Acquisition of Synergy Group Incorporated" in the accompanying
Prospectus). In accordance with its strategic plan, the Company believes that
the Synergy propane distribution operations are complementary to the Company's
electric and natural gas businesses. Propane is the nation's fourth largest
energy source after electricity, natural gas and fuel oil. The acquisition
price to be paid for Synergy is $137.5 million cash (subject to certain
adjustments) and certain securities of the Company's acquisition subsidiary. An
option has been granted to a third party for the sale of certain Synergy
properties which would reduce the cash portion of the acquisition price to
approximately $100 million. The Company has executed a management agreement
with Empire Gas Corporation for the joint management of the properties after the
acquisition. Empire Gas is the nation's eleventh largest retail propane
distributor. Subsequent to the acquisition and expected exercise of the option,
the Company's total assets will consist of approximately 70% electric and gas
distribution, 20% propane distribution and 10% marketable securities and other
diversified investments.

The Company's principal executive offices are located at 33 Third Street
S.E. Huron, South Dakota 57350. The Company's telephone number is (605)
352-8411.

S-5

<PAGE>

SUMMARY FINANCIAL INFORMATION
(in thousands, except percentages
and per share amounts)

The financial information presented below should be read in conjunction
with the Company's historical financial statements and the notes thereto which
are incorporated by reference herein and the pro forma financial statements and
the notes thereto included in the accompanying Prospectus. The pro forma
financial information contained in the right column, reflecting the pending
acquisition of Synergy and related matters, was prepared solely to comply with
Regulation S-X of the Securities and Exchange Commission. Under the provisions
of Regulation S-X, the pro forma financial information does not purport to
represent what the Company's financial position or results of operations would
actually have been if such transactions in fact had occurred on those dates or
to project the Company's financial position or results of operations for any
future period. The pro forma financial information is based on the assumptions
and adjustments set forth under "Northwestern Public Service Company and Synergy
Group Incorporated Pro Forma Financial Information" in the accompanying
Prospectus.

Pro Forma
-------------------------
Three Three
Months Year Months
Ended Ended Ended
Year Ended December 31, March 31, December 31, March 31,
--------------------------------------- --------- ----------- ---------
1992 1993 1994 1995 1994 1995
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Income Statement Data

Revenues $119,197 $153,257 $157,266 $50,754 $256,634 $83,029

Operating income 24,809 27,246 30,369 12,882 37,985 21,202

Net income 13,721 15,191 15,440 7,103 17,463 14,106

Net income available for
common stock 13,578 15,070 15,320 7,073 15,300 13,565

Earnings per share 1.77 1.96 2.00 0.92 1.75 1.55

Dividends paid per
common share 1.59 1.63 1.67 0.425 1.67 0.425

Weighted average shares
outstanding 7,677 7,677 7,677 7,677 8,763 8,763

As of March 31, 1995
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance Sheet Data:

Assets $363,432 $488,768
--------- ---------
--------- ---------

S-6

<PAGE>

Capitalization Summary

Long-term debt (including
current maturities) $129,888 51.6% $181,592 50.7%

Trust Preferred Capital Securities- - - 24,212 6.8

Cumulative preferred
stock (including portion
to be redeemed within
one year) 2,640 1.1 2,640 .7

Common Stock Equity

Common stock 26,870 - 31,018 -

Additional paid-in capital 29,923 - 56,559 -

Retained earnings 59,183 - 59,183 -

Unrealized gain on investments, net 3,181 - 3,181 -
--------- ---------

$119,157 47.3 $149,941 41.8
--------- ---------

Total $251,685 100.0% $358,385 100.0%
--------- --------- --------- ---------
</TABLE>

S-7

<PAGE>

CERTAIN TERMS OF THE OFFERED BONDS

GENERAL. The Offered Bonds are being issued under the Company's
General Mortgage Indenture and Deed of Trust dated as of August 1, 1993 (the
"New Mortgage") between the Company and The Chase Manhattan Bank (National
Association) (the "New Mortgage Trustee"), as supplemented by various
supplemental indentures, including the Supplemental Indenture dated as of
______________, 1995 relating to the Offered Bonds (the "Supplemental
Indenture"). The Offered Bonds will be issued on the basis of a First Mortgage
Bond in the principal amount of $_________ (the "First Mortgage Bond") issued to
the New Mortgage Trustee under the Company's Indenture dated August 1, 1940 (the
"First Mortgage") between the Company and The Chase Manhattan Bank (National
Association) and C. J. Heinzelmann as successor Trustees, as supplemented by
various supplemental indentures including the supplemental indenture dated as of
____________, 1995 relating to the First Mortgage Bond, and on the basis of
property additions. The Offered Bonds will be secured, in part, by the First
Mortgage, which constitutes, subject to certain exceptions, a first lien on
substantially all properties of the Company. The Offered Bonds will also be
secured by the lien of the New Mortgage on the Company's properties used in the
generation, production, transmission or distribution of electricity or the
distribution of gas in any form and for any purpose in the States of South
Dakota or Nebraska, which lien is junior to the lien of the First Mortgage. See
"Description of the Mortgage Bonds" in the accompanying Prospectus.

The following summaries of certain provisions of the New Mortgage, the
Supplemental Indenture and the Offered Bonds (referred to in the Prospectus as
"Mortgage Bonds") hereby supplement, and to the extent inconsistent therewith
replace, the description of the general terms and provisions of the Mortgage
Bonds set forth under "Description of the Mortgage Bonds" in the Prospectus, to
which description reference is hereby made. The following summaries do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, the provisions of the New Mortgage and the Supplemental
Indenture. The following makes use of defined terms in the New Mortgage and the
Supplemental Indenture.

[Insert description of terms relating to Interest Rate and Maturity
and Redemption and other terms, if applicable.]

BOOK-ENTRY SYSTEM. The Offered Bonds will be issued in the form of
fully-registered book-entry Offered Bonds which will be deposited with, or on
behalf of, The Depository Trust Company (the "Depositary") and registered in the
name of the Depositary's nominee (each, a "Book-Entry Security"). Except as set
forth below, a Book-Entry Security may not be transferred except as a whole by
the Depositary or by a nominee of the Depositary to a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor of the Depositary or a nominee of such
successor.

The Depositary has advised the Company and the Underwriters that it is
a limited-purpose trust company organized under the laws of the State of New
York, a "banking organization" within the meaning of the New York banking law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code

S-8

<PAGE>

System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. The
Depositary was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions among the
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depositary's participants include
securities brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
Depositary only through participants. The rules applicable to the Depositary
are on file with the Securities and Exchange Commission.

Upon the issuance by the Company of the Book-Entry Securities, the
Depository will credit, on its book-entry registration and transfer system, the
principal amount of the Offered Bonds represented by such Book-Entry Securities
to the accounts of participants. The accounts to be credited shall be
designated by the applicable Underwriter. Ownership of beneficial interests in
a Book-Entry Security will be limited to participants or persons that may hold
interests through participants. Beneficial interests in a Book-Entry Security
will be shown on, and the transfer thereof will be effected only through,
records maintained by the Depositary (with respect to beneficial interests of
participants) or by participants, or persons that may hold interests through
participants (with respect to beneficial interests to beneficial owners). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in certificated form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Book-Entry Security.

For a Book-Entry Security, so long as the Depositary or its nominee is
the registered owner of a Book-Entry Security, the Depositary or its nominee, as
the case may be, will be considered the sole owner or holder of the Offered
Bonds represented by such Book-Entry Security for all purposes under the New
Mortgage. Except as provided below, owners of beneficial interests in a Book-
Entry Security will not be entitled to have Offered Bonds represented by such
Book-Entry Security registered in their names, will not receive or be entitled
to receive physical delivery of such Offered Bonds in certificated form and will
not be considered the owners or holders thereof under the New Mortgage.

Principal and interest payments on Offered Bonds issued in book-entry
form and represented by the Book-Entry Securities will be made by the Company to
the Depositary or its nominee, as the case may be, as the registered owner of
the related Book-Entry Securities. The Company will not have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the Book-Entry Securities, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. The Company expects that the Depositary, upon receipt of
any payment of principal or interest in respect of any Book-Entry Securities,
will credit immediately the accounts of the related participants with payment in
amounts proportionate to their respective beneficial interest in the

S-9

<PAGE>

principal amount of such Book-Entry Securities as shown on the records of the
Depositary. The Company also expects the payments by participants to owners of
beneficial interests in the Book-Entry Securities will be governed by standing
customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such participants.

If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Offered Bonds in certificated form in exchange for
each Book-Entry Security. In addition, the Company may at any time determine
not to have Offered Bonds represented by the Book-Entry Securities. In any such
instance, owners of beneficial interests in such Book-Entry Securities will be
entitled to physical delivery of Offered Bonds in certificated form equal in
principal amount to such beneficial interests and to have such Offered Bonds
registered in its name. Offered Bonds so issued in certificated form will be
issued in denominations of $1,000 or any larger amount that is an integral
multiple thereof and will be issued in registered form only, without coupons.

NEXT-DAY PAYMENT AND SETTLEMENT. All payments of principal of and
interest on the Offered Bonds will be made by the Company in next-day funds.
Secondary trading in long-term notes and debentures like the Offered Bonds is
generally settled in clearing house or next-day funds.

SECURITY. The Offered Bonds will be issued on the basis of the First
Mortgage Bond (the "Pledged Bond") issued under the First Mortgage, as
supplemented by various supplemental indentures, including the supplemental
indenture dated as of _________, 1995 relating the Pledged Bond, and on the
basis of property additions. The Pledged Bond will be issued and delivered to,
and registered in the name of, the New Mortgage Trustee or its nominee and will
be owned and held by the New Mortgage Trustee, subject to the provisions of the
New Mortgage, for the benefit of the Holders (as defined in the accompanying
Prospectus of the Offered Bonds), and the Company will have no interest in the
Pledged Bond. The Pledged Bond will be issued in the principal amount of
______________ and, as is the case with the Offered Bonds, will mature on
_______________, will bear interest at the rate of _____% per annum, payable
semi-annually on ______________ and ___________ beginning ______________. Any
payment by the Company of principal of, or premium or interest on, the Pledged
Bond shall be applied by the New Mortgage Trustee to the payment of any
principal, premium or interest, as the case may be, in respect of the Offered
Bonds which is then due and, to the extent of such application, the obligation
of the Company under the New Mortgage to make such payment in respect of the
Offered Bonds will be deemed satisfied and discharged. Any payment by the
Company under the New Mortgage of principal of, or premium or interest on, the
Offered Bonds Bond will, to the extent thereof, be deemed to satisfy and
discharge the obligation of the Company to make a corresponding payment of
principal, premium or interest, as the case may be, in respect of the Pledged
Bond which is then due.

S-10

<PAGE>

UNDERWRITING

Under the terms and subject to the conditions contained in the Underwriting
Agreement dated the date hereof, the Underwriters named below have severally
agreed to purchase, and the Company has agreed to sell to the Underwriters,
severally, the following respective principal amounts of the Offered Bonds:

<TABLE>
<CAPTION>
Principal
Amount of
the Offered
Underwriters Bonds
------------ -----------
<S> <C>
Morgan Stanley & Co. Incorporated......................... $
Total................................................ -----------
-----------
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Offered Bonds are subject to
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are committed to pay for and accept delivery of all of the
Offered Bonds if any are taken; provided that under certain circumstances
involving a default of Underwriters, less than all of the Offered Bonds may be
purchased.

The Underwriters initially propose to offer part of the Offered Bonds directly
to the public at the public offering price set forth on the cover page of this
Prospectus Supplement and part to certain dealers at a price which represents a
concession not in excess of _____% of the principal amount of the Offered Bonds.
The Underwriters may allow and such dealers may reallow a concession of _____%
of the principal amount of the Offered Bonds to certain other dealers. After
the initial public offering, the public offering price and the other selling
items may be changed.

Each series of Offered Bonds will be a new issue of securities and will have no
established trading market. Any underwriter to whom Offered Bonds of any series
are sold for public offering and sale may make a market in such series of
Offered Bonds, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of, or trading market for, any Offered Bonds.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

Certain of the Underwriters engage in (or in the future may engage in)
transactions with, and perform services for, the Company and certain of its
affiliates in the ordinary course of business. Morgan Stanley & Co.
Incorporated represents Synergy Group Incorporated in connection with the
pending acquisition of Synergy by the Company described under "Pending
Acquisition of Synergy Group Incorporated" included in the accompanying
Prospectus.

S-11

<PAGE>

PROSPECTUS SUPPLEMENT (SUBJECT TO COMPLETION, ISSUED _________, 1995)
(TO PROSPECTUS DATED _______________, 1995)

_____ Shares

NORTHWESTERN PUBLIC SERVICE COMPANY
COMMON STOCK, $3.50 PAR VALUE

______________________

All of the Shares of Common Stock offered hereby are being sold by the Company.
Company's Common Stock is listed on the New York Stock Exchange. On ________,
1995, the last reported sale price of the Common Stock on the New York
Stock Exchange immediately prior to the determination of the
public offering price of the Common Stock was
$_____ per share.

______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
MISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OF ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS TO WHICH
IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

___________________

PRICE $__________ A SHARE

______________________

Underwriting
Price to Discounts and Proceeds to
Public Commissions(1) Company((2))
--------- -------------- ------------

Per Share......................

Total((3)).....................
- ---------------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933,
as amended.
(2) Before deducting expenses payable by the Company, estimated at
$__________.

<PAGE>

(3) The Company has granted to the Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to an aggregate of
__________ additional shares of Common Stock at the price to public
less underwriting discounts and commissions for the purpose of
covering over-allotments, if any. If the Underwriters exercise such
option in full, the total price to public, underwriting discounts
and commissions and proceeds to Company will be $__________,
$__________ and $__________, respectively. See "Underwriting."

______________________

The Common Stock is offered, subject to prior sale, when, as and if
accepted by the Underwriters and subject to approval of certain legal matters by
Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters. It is
expected that delivery of the Common Stock will be made on or about
_______________, 1995 at the office of _____________, New York, N.Y., against
payment therefor in New York funds.

______________________

_______________, 1995

S-2

<PAGE>

- -------------------------------------------------------------------------------

PROSPECTUS SUPPLEMENT SUMMARY

THE COMPANY

- -------------------------------------------------------------------------------

S-3

<PAGE>

- -------------------------------------------------------------------------------
The Company's business strategy is summarized by three primary
objectives:

/ / To enhance the Company's competitive position in its energy
distribution businesses

/ / To expand energy sales and markets with value-added services for
customers

/ / To provide earnings and dividend growth in increasing shareholder value
through its energy distribution businesses and through investment and
acquisition activities

The Company's principal executive offices are located at 33 Third Street
S.E. Huron, South Dakota 57350. The Company's telephone number is (605)
352-8411.

- -------------------------------------------------------------------------------

S-4

<PAGE>

THE OFFERING

Shares offered................................................________ shares
Common Shares to be outstanding after the offering............________ shares
Common Stock Price Range (January 1, 1995
through June 15, 1995)........................................$25 1/4 - $28 1/4
Current Indicated Annual Dividend.............................$1.70 per share
Use of Proceeds............................................... The net proceeds
are expected to
be used to assist
in the financing
of the Company's
acquisition of a
propane
distribution
company and other
general corporate
purposes.
NYSE Symbol....................................................NPS

S-5

<PAGE>

- -------------------------------------------------------------------------------

SUMMARY FINANCIAL INFORMATION
(in thousands, except percentages
and per share amounts)

Pro Forma
--------------------------
Three Year Three
Months Ended Months
Ended December Ended
Year Ended December 31, March 31, 31, March 31,
---------------------------------------- -------- -------- ----------
1992 1993 1994 1995 1994 1995
-------- -------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Income Statement Data
Revenues $119,197 $153,257 $157,266 $50,754 $256,634 $83,029
Operating income 24,809 27,246 30,369 12,882 37,985 21,202
Net income 13,721 15,191 15,440 7,103 17,463 14,106
Net income available for
common stock 13,578 15,070 15,320 7,073 15,300 13,565
Earnings per share 1.77 1.96 2.00 0.92 1.75 1.55
Dividends paid per
common share 1.59 1.63 1.67 0.425 1.67 0.425
Weighted average shares
outstanding 7,677 7,677 7,677 7,677 8,763 8,763

As of March 31, 1995
-------------------------------------------------------------

Balance Sheet Data:
Assets $363,432 $488,768
-------- --------
-------- --------

Capitalization Summary

Long-term debt (including
current maturities) $129,888 51.6% $181,592 50.7%

</TABLE>

S-6

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Trust Preferred
Capital Securities -- -- 24,212 6.8%

Cumulative preferred
stock (including portion
to be redeemed within
one year) 2,640 1.1 2,640 .7

Common Stock Equity

Common stock 26,870 -- 31,018 --

Additional paid-in capital 29,923 -- 56,559 --

Retained earnings 59,183 -- 59,183 --

Unrealized gain on
investments, net 3,181 -- 3,181 --
----- -----
$119,157 47.3 $149,941 41.8
-------- --------
Total $251,685 100.0% $358,385 100.0%
-------- ------ -------- ------

- -------------------------------------------------------------------------------
</TABLE>

SUPPLEMENTAL DESCRIPTION OF THE COMMON STOCK

PRICE RANGE OF COMMON STOCK AND DIVIDEND INFORMATION

The Common Stock of the Company is listed on the New York Stock Exchange
(NYSE). The ticker symbol is "NPS", although it is frequently presented as
"NowestPS" or "NWPS" in various financial publications. The following table
sets forth, for the indicated periods, the price range of the Common Stock as
reported on the NYSE Composite Tape. As of June 8, 1995, there were
approximately 7,999 record holders of the Company's Common Stock (7,677,232
Shares of Common Stock outstanding).

Price Per
Share Cash
----------------------- Dividends
High Low Per Share
---- --- --- -----
<S> <C> <C> <C>
1993

First Quarter $29 1/2 $26 1/4 $.405

Second Quarter 31 1/2 28 3/4 .405

Third Quarter 33 1/2 29 1/4 .405

Fourth Quarter 32 1/2 28 1/2 .415

1994

First Quarter $29 $26 .415

</TABLE>

S-7

<PAGE>

<S> <C> <C> <C>
Second Quarter 29 5/8 26 .415

Third Quarter 29 3/8 27 1/2 .415

Fourth Quarter 28 7/8 24 1/2 .425

1995

First Quarter 27 3/8 25 1/4 .425

Second Quarter
(through June 13, 1995) 28 1/4 25 1/4 ----

</TABLE>

The last reported sale price of the Common Stock on June 13, 1995 was
$27 1/2 per share.

The Company has paid cash dividends on its Common Stock in each fiscal
quarter since 1947. The payment of dividends in the future is subject to the
Company's earnings and financial condition and such other factors as the
Company's Board of Directors may deem relevant. In addition, certain covenants
in the debt instruments of the Company's subsidiaries limit the amounts
available for dividends. See "Description of the Common Stock" in the
Prospectus.

UNDERWRITING

Under the terms and subject to the conditions contained in the
Underwriting Agreement dated the date hereof (the Underwriting Agreement), the
Underwriters named below have severally agreed to purchase, and the Company has
agreed to sell to them, severally, the respective number of shares of Common
Stock set forth opposite their respective names below:

NUMBER OF
NAME SHARES
---- ---------

Morgan Stanley & Co. Incorporated

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Common Stock offered hereby
are subject to the approval of certain legal matters by its counsel and to
certain other conditions. The Underwriters are committed to take and pay for
all of the Common Stock offered hereby (other than those covered by the
Underwriters' over-allotment option described below) if any such shares are
taken.

The Underwriters propose to offer part of the Common Stock directly to the
public at the public offering price set forth on the cover page hereof and part
to certain dealers at a price that represents a concession not in excess of
$_____ per share of Common Stock. The Underwriters may allow, and such dealers
may reallow, a concession of $_____ per share of Common Stock to certain other
dealers.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

The Company has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus Supplement, to purchase up to an
additional __________ shares of Common Stock at the public offering price set
forth on the cover page hereof, less underwriting discounts and commissions.

S-8

<PAGE>

The Underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, incurred in the sale of the Common Stock.

The Company has agreed in the Underwriting Agreement not to offer, sell,
contract or otherwise dispose of any Common Stock or any securities convertible
into or exchangeable for Common Stock for a period of 90 days after the date of
this Prospectus Supplement, without the prior written consent of Morgan Stanley
& Co. Incorporated and ___________________, provided that the Company may during
such 90 day period issue shares under its dividend reinvestment, customer stock
purchase [other?] plans.

From time to time Morgan Stanley & Co. Incorporated has been retained to
provide and continues to provide investment services to the Company. Morgan
Stanley & Co. Incorporated represents Synergy Group Incorporated in connection
with the pending acquisition of Synergy by the Company described under "Pending
Acquisition of Synergy Group Incorporated" included in the accompanying
Prospectus.

S-9

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.

PROSPECTUS SUPPLEMENT (Subject to Completion, Issued , 1995)
(TO PROSPECTUS DATED __________, 1995)

_________ PREFERRED SECURITIES

NWPS CAPITAL FINANCING I
___% TRUST PREFERRED CAPITAL SECURITIES
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY

NORTHWESTERN PUBLIC SERVICE COMPANY

The _____% Trust Preferred Capital Securities (the "Preferred Securities")
offered hereby represent preferred undivided beneficial interests in the assets
of NWPS Capital Financing I, a statutory business trust formed under the laws of
the State of Delaware ("NWPS Capital" or the "Trust"). Northwestern Public
Service Company, a Delaware corporation (the "Company"), will directly or
indirectly own all the common securities (the "Common Securities" and, together
with the Preferred Securities, the "Trust Securities") representing undivided
beneficial interests in the assets of NWPS Capital. NWPS Capital exists for the
sole purpose of issuing the Preferred Securities and Common Securities and
investing the proceeds thereof in an equivalent amount of ____% Junior
Subordinated Deferrable Interest Debentures due ______ ("Subordinated Debt
Securities") of the Company. Upon an event of a default under the Declaration
(as defined herein), the holders of Preferred Securities will have a preference
over the holders of the Common Securities with respect to payments in respect of
distributions and payments upon redemption, liquidation and otherwise.
(CONTINUED ON FOLLOWING PAGE)

SEE "RISK FACTORS" FOR CERTAIN INFORMATION RELEVANT TO AN INVESTMENT IN
THE PREFERRED SECURITIES, INCLUDING THE PERIOD AND CIRCUMSTANCES DURING AND
UNDER WHICH PAYMENTS OF DISTRIBUTIONS ON THE PREFERRED SECURITIES MAY BE
DEFERRED AND THE RELATED UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF SUCH
deferral.

<PAGE>

Application will be made to list the Preferred Securities on the New York
Stock Exchange. If approved, trading of the Preferred Securities on the New
York Stock Exchange is expected to commence within a 30-day period after the
initial delivery of the Preferred Securities. See "Underwriting."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND NWPS CAPITAL
PUBLIC(1) COMMISSION(2) (3)(4)
<S> <C> <C> <C>
Per Preferred Security. . . . . . . . $25.00 (3) $25.00

Total . . . . . . . . . . . . . . . . $ (3) $

<FN>
__________
(1) Plus accrued distributions, if any, from _______, 1995.
(2) NWPS Capital and the Company have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(3) Because the proceeds of the sale of the Preferred Securities will
ultimately be used to purchase Subordinated Debt Securities, the Company
has agreed, in the Underwriting Agreement, to pay to the Underwriters as
compensation for their services $___ per Preferred Security (or $_______
in the aggregate); provided that such compensation will be $_______ per
Preferred Security sold to certain institutions. See "Underwriting."
(4) Expenses of the offering, which are payable by the Company, are estimated
to be $_________.
</TABLE>

The Preferred Securities are offered, subject to prior sale, when, as and
if accepted by the Underwriters and subject to approval of certain legal matters
by Winthrop, Stimson, Putnam and Roberts, counsel for the Underwriters. It is
expected that delivery of the Preferred Securities will be made on or about
__________________, 1995 through the book-entry facilities of The Depository
Trust Company against payment therefor in immediately available funds.

____________________, 1995.

S-2
<PAGE>

(Continued from prior page)

Holders of the Preferred Securities are entitled to receive cumulative
cash distributions at an annual rate of ___% of the liquidation amount of $25
per Preferred Security, accruing from the date of original issuance and payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing _______, 1995 ("distributions"). The payment of distributions
out of moneys held by NWPS Capital and payments on liquidation of NWPS Capital
or the redemption of Preferred Securities, as set forth below, are guaranteed by
the Company (the "Guarantee") to the extent NWPS Capital has funds available
therefor as described under "Description of the Guarantees" in the accompanying
Prospectus. The obligations of the Company under the Guarantee are subordinate
and junior in right of payment to all other liabilities of the Company and pari
passu with the most senior preferred stock issued from time to time by the
Company. The obligations of the Company under the Subordinated Debt Securities
are subordinate and junior in right of payment to all present and future Senior
Indebtedness (as defined herein) of the Company, which aggregated approximately
$124 million at March 31, 1995, and rank pari passu with the Company's other
general unsecured creditors.

The distribution rate and the distribution and other payment dates for the
Preferred Securities will correspond to the interest rate and interest and other
payment dates on the Subordinated Debt Securities, which will be the sole assets
of NWPS Capital. As a result, if principal or interest is not paid on the
Subordinated Debt Securities, no amounts will be paid on the Preferred
Securities. If the Company does not make principal or interest payments on the
Subordinated Debt Securities, NWPS Capital will not have sufficient funds to
make distributions on the Preferred Securities, in which event, the Guarantee
will not apply to such distributions until NWPS Capital has sufficient funds
available therefor.

The Company has the right to defer payments of interest on the
Subordinated Debt Securities by extending the interest payment period on the
Subordinated Debt Securities at any time for up to 20 consecutive quarters
(each, an "Extension Period"). If interest payments are so deferred,
distributions will also be deferred. During such Extension Period, distributions
will continue to accrue with interest thereon (to the extent permitted by
applicable law) at an annual rate of ___% per annum, compounded quarterly.
During any Extension Period, holders of Preferred Securities will be required to
include deferred interest income in their gross income for United States federal
income tax purposes in advance of receipt of the cash distributions with respect
to such deferred interest payments. There could be multiple Extension Periods
of varying lengths throughout the term of the Subordinated Debt Securities. See
"Description of the Subordinated Debt Securities -- Option to Extend Interest
Payment Period." If the Company exercises the right to extend an interest
payment period, the Company shall not during such Extension Period (a) declare
or pay dividends on, or make a distribution with respect to, or redeem, purchase
or acquire, or make a liquidation payment with respect to, any of its capital
stock and (b) make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities issued by the Company that rank
pari passu with or junior to the

S-3
<PAGE>

Subordinated Debt Securities; provided, however, that restriction (a) above does
not apply to any stock dividends paid by the Company where the dividend stock is
the same as that on which the dividend is being paid. The Company has no
present intention of exercising its right to extend an interest payment period.
See "Risk Factors -- Option to Extend Interest Payment Period and Defer Payment
of Interest" and "United States Federal Income Taxation -- Original Issue
Discount."

The Subordinated Debt Securities are redeemable by the Company, in whole
or in part, from time to time, on or after ______________, or at any time in
certain circumstances upon the occurrence of a Special Event (as defined
herein). If the Company redeems Subordinated Debt Securities, NWPS Capital must
redeem Trust Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Subordinated Debt Securities so redeemed at
$25 per Preferred Security plus accrued and unpaid distributions thereon (the
"Redemption Price") to the date fixed for redemption. See "Description of the
Preferred Securities -- Mandatory Redemption." The Preferred Securities will be
redeemed upon maturity of the Subordinated Debt Securities. The Subordinated
Debt Securities mature on __________, but the maturity date may be extended only
once, for up to an additional 19 years at the option of the Company, provided
certain financial covenants are met. See "Description of the Subordinated Debt
Securities -- Option to Extend Maturity Date." In addition, upon the occurrence
of certain Special Events arising from a change in law or a change in legal
interpretation, unless the Subordinated Debt Securities are redeemed in the
limited circumstances described herein, NWPS Capital shall be dissolved, with
the result that the Subordinated Debt Securities will be distributed to the
holders of the Preferred Securities, on a pro rata basis, in lieu of any cash
distribution. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution." In certain circumstances, the Company will have
the right to redeem the Subordinated Debt Securities, which would result in the
redemption by NWPS Capital of Trust Securities in the same amount on a pro rata
basis. If the Subordinated Debt Securities are distributed to the holders of
the Preferred Securities, the Company will use its best efforts to have the
Subordinated Debt Securities listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities are then listed. See "Description of
the Preferred Securities -- Tax Event Redemption or Distribution" and
"Description of the Subordinated Debt Securities."

In the event of the involuntary or voluntary dissolution, winding up or
termination of NWPS Capital, the holders of the Preferred Securities will be
entitled to receive for each Preferred Security a liquidation amount of $25 plus
accrued and unpaid distributions thereon (including interest thereon) to the
date of payment, unless, in connection with such dissolution, the Subordinated
Debt Securities are distributed to the holders of the Preferred Securities. See
"Description of the Preferred Securities -- Liquidation Distribution Upon
Dissolution."

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN

S-4
<PAGE>

THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT LEVELS ABOVE THOSE THAT
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED
ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

S-5
<PAGE>

PROSPECTUS SUPPLEMENT SUMMARY

THE COMPANY

S-6

<PAGE>

The Company's business strategy is summarized by three primary
objectives:

- To enhance the Company's competitive position in its energy distribution
businesses

- To expand energy sales and markets with value-added services for
customers

- To provide earnings and dividend growth in increasing shareholder value
through its energy distribution businesses and through investment and
acquisition activities

The Company's principal executive offices are located at 33 Third Street
S.E. Huron, South Dakota 57350. The Company's telephone number is (605)
352-8411.

S-7

<PAGE>

SUMMARY FINANCIAL INFORMATION
(in thousands, except percentages
and per share amounts)

PRO FORMA
------------------------
THREE THREE
MONTHS YEAR MONTHS
ENDED ENDED ENDED
YEAR ENDED DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31,
------------------------------ -------- ------------ ---------
1992 1993 1994 1995 1994 1995
-------- -------- -------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>

Income Statement Data

Revenues $119,197 $153,257 $157,266 $50,754 $256,634 $83,029

Operating income 24,809 27,246 30,369 12,882 37,985 21,202

Net income 13,721 15,191 15,440 7,103 17,463 14,106

Net income available
for common stock 13,578 15,070 15,320 7,073 15,300 13,565

Earnings per share 1.77 1.96 2.00 0.92 1.75 1.55

Dividends paid per
common share 1.59 1.63 1.67 0.425 1.67 0.425

Weighted average
shares outstanding 7,677 7,677 7,677 7,677 8,763 8,763

AS OF MARCH 31, 1995
-------------------------------------------------------------
Balance Sheet Data:
Assets $363,432 $488,768
-------- --------
-------- --------

</TABLE>

S-8

<PAGE>

<TABLE>

Capitalization Summary

Long-term debt (including
current maturities) $129,888 51.6% $181,592 50.7%

Trust Preferred
Capital Securities -- -- 24,212 6.8%

Cumulative preferred
stock (including portion
to be redeemed within
one year) 2,640 1.1 2,640 .7

Common Stock Equity
Common stock 26,870 -- 31,018 --

Additional paid-in capital 29,923 -- 56,559 --

Retained earnings 59,183 -- 59,183 --

Unrealized gain on
investments, net 3,181 -- 3,181 --
-------- --------
$119,157 47.3 $149,941 41.8
-------- --------
Total $251,685 100.0% $358,385 100.0%
-------- ------ -------- ------

</TABLE>

The following information concerning the Company, NWPS Capital, the
Preferred Securities, the Guarantee and the Subordinated Debt Securities
supplements, and should be read in conjunction with, the information contained
in the accompanying Prospectus. Capitalized terms used in this Prospectus
Supplement have the same meanings as in the accompanying Prospectus.

RISK FACTORS

Prospective purchasers of Preferred Securities should carefully review the
information contained elsewhere in this Prospectus Supplement and in the
accompanying Prospectus and should particularly consider the following matters.

RANKING OF SUBORDINATE OBLIGATIONS UNDER THE GUARANTEE AND SUBORDINATED DEBT
SECURITIES

The Company's obligations under the Guarantee are subordinate and junior
in right of payment to all liabilities of the Company and pari passu with the
most senior preferred stock issued from time to time by the Company. The
obligations of the Company under the

S-9
<PAGE>

Subordinated Debt Securities are subordinate and junior in right of payment to
all present and future Senior Indebtedness of the Company and pari passu with
obligations to or rights of the Company's other general unsecured creditors. As
of March 31, 1995, Senior Indebtedness aggregated approximately $124 million.
There are no terms in the Preferred Securities, the Subordinated Debt Securities
or the Guarantee that limit the Company's ability to incur additional
indebtedness, including indebtedness that ranks senior to the Subordinated Debt
Securities and the Guarantee. See "Description of the Guarantees -- Status of
the Guarantees" and "Description of the Subordinated Debt Securities --
Subordination" in the accompanying Prospectus, and "Description of the
Subordinated Debt Securities -- Subordination" herein.

RIGHTS UNDER THE GUARANTEE

The Guarantee will be qualified as an indenture under the Trust Indenture
Act. Wilmington Trust Company will act as indenture trustee under the Guarantee
for the purposes of compliance with the Trust Indenture Act (the "Guarantee
Trustee"). The Guarantee Trustee will hold the Guarantee for the benefit of the
holders of the Preferred Securities.

The Guarantee guarantees to the holders of the Preferred Securities the
payment of (i) any accrued and unpaid distributions that are required to be paid
on the Preferred Securities, to the extent NWPS Capital has funds available
therefor, (ii) the Redemption Price, including all accrued and unpaid
distributions with respect to Preferred Securities called for redemption by NWPS
Capital, to the extent NWPS Capital has funds available therefor, and (iii) upon
a voluntary or involuntary dissolution, winding-up or termination of NWPS
Capital (other than in connection with the distribution of Subordinated Debt
Securities to the holders of Preferred Securities or a redemption of all the
Preferred Securities), the lesser of (a) the aggregate of the liquidation amount
and all accrued and unpaid distributions on the Preferred Securities to the date
of the payment to the extent NWPS Capital has funds available therefor and (b)
the amount of assets of NWPS Capital remaining available for distribution to
holders of the Preferred Securities in liquidation of NWPS Capital. The holders
of a majority in liquidation amount of the Preferred Securities have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee or to direct the exercise of any trust or
power conferred upon the Guarantee Trustee under the Guarantee. If the
Guarantee Trustee fails to enforce the Guarantee, any holder of Preferred
Securities may, after a period of 30 days has elapsed from such holder's written
request to the Guarantee Trustee to enforce the Guarantee, institute a legal
proceeding directly against the Company to enforce the Guarantee Trustee's
rights under the Guarantee without first instituting a legal proceeding against
NWPS Capital, the Guarantee Trustee or any other person or entity. If the
Company were to default on its obligation to pay amounts payable on the
Subordinated Debt Securities, NWPS Capital would lack available funds for the
payment of distributions or amounts payable on redemption of the Preferred
Securities or otherwise, and, in such event, holders of the Preferred Securities
would not be able to rely upon the Guarantee for payment of such amounts.
Instead, holders of the Preferred Securities would rely on the enforcement by
the Property Trustee of its rights as registered holder of the Subordinated Debt
Securities against the Company pursuant to the terms of the Subordinated Debt
Securities and may also vote to appoint a Special Regular Trustee who shall have
the same rights, powers and privileges as the Regular Trustees. See
"Description of the Guarantees" and "Description of the Subordinated Debt
Securities" in the accompanying

S-10

<PAGE>

Prospectus. The Declaration provides that each holder of Preferred Securities,
by acceptance thereof, agrees to the provisions of the Guarantee, including the
subordination provisions thereof, and the Subordinated Debt Securities
Indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If (i) the Company fails to pay distributions in full on the Preferred
Securities for six consecutive quarterly distribution periods or (ii) a
Declaration Event of Default (as defined herein) occurs and is continuing, then
the holders of Preferred Securities would rely on the enforcement by the
Property Trustee of its rights as a holder of the Subordinated Debt Securities
against the Company. In addition, the holders of a majority in aggregate
liquidation amount of the Preferred Securities will have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Property Trustee or to direct the exercise of any trust or power conferred
upon the Property Trustee under the Declaration, including the right to direct
the Property Trustee to exercise the remedies available to it as a holder of the
Subordinated Debt Securities. If the Property Trustee fails to enforce its
rights under the Subordinated Debt Securities, a holder of Preferred Securities
may, after a period of 30 days has elapsed from such holder's written request to
the Property Trustee to enforce such rights, institute a legal proceeding
directly against the Company to enforce the Property Trustee's rights under the
Subordinated Debt Securities without first instituting any legal proceeding
against the Property Trustee or any other person or entity. Upon the occurrence
of any of the events described in clauses (i) or (ii) above, the holders of the
Preferred Securities also will be entitled, by majority vote, to appoint a
Special Regular Trustee, who shall have the same rights, powers and privileges
as the other Regular Trustees.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

The Company has the right under the Indenture (as such term is defined in
"Description of Subordinated Debt Securities" herein), to defer payments of
interest on the Subordinated Debt Securities by extending the interest payment
period at any time, and from time to time, on the Subordinated Debt Securities.
As a consequence of such an extension, quarterly distributions on the Preferred
Securities would be deferred (but despite such deferral would continue to accrue
with interest thereon compounded quarterly) by NWPS Capital during any such
extended interest payment period. Such right to extend the interest payment
period for the Subordinated Debt Securities is limited to a period not exceeding
20 consecutive quarters (each, an "Extension Period"). In the event that the
Company exercises this right to defer interest payments, then (a) the Company
shall not declare or pay dividends on, or make a distribution with respect to,
or redeem, purchase or acquire, or make a liquidation payment with respect to,
any of its capital stock and (b) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by the Company that rank pari passu with or junior to the
Subordinated Debt Securities; provided, however, that restriction (a) above does
not apply to any stock dividends paid by the Company where the dividend stock is
the same stock as that on which the dividend is being paid. Prior to the
termination of any such Extension Period, the Company may further extend the
interest payment period; provided that, such Extension Period, together with all
such previous and further extensions thereof, may not exceed 20 consecutive
quarters. Upon the termination of any Extension Period and the payment of all

S-11

<PAGE>

amounts then due, the Company may commence a new Extension Period, subject to
the above requirements. See "Description of the Preferred Securities --
Distributions" and "Description of the Subordinated Debt Securities -- Option to
Extend Interest Payment Period."

Should the Company exercise its right to defer payments of interest by
extending the interest payment period, each holder of Preferred Securities will
continue to accrue income (as original issue discount) in respect of the
deferred interest allocable to its Preferred Securities for United States
federal income tax purposes, which will be allocated but not distributed to
holders of record of Preferred Securities. As a result, each such holder of
Preferred Securities will recognize income for United States federal income tax
purposes in advance of the receipt of cash and will not receive the cash from
NWPS Capital related to such income if such holder disposes of its Preferred
Securities prior to the record date for the date on which distributions of such
amounts are made. The Company has no current intention of exercising its right
to defer payments of interest by extending the interest payment period on the
Subordinated Debt Securities. However, should the Company determine to exercise
such right in the future, the market price of the Preferred Securities is likely
to be affected. A holder that disposes of its Preferred Securities during an
Extension Period, therefore, may not receive the same return on its investment
as a holder that continues to hold its Preferred Securities. In addition, as a
result of the Company's right to defer interest payments, the market price of
the Preferred Securities (which represent an undivided beneficial interest in
the Subordinated Debt Securities) may be more volatile than other securities on
which original issue discount accrues but with respect to which there is no
right to defer interest payments. See "United States Federal Income Taxation --
Original Issue Discount."

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

Upon the occurrence of a Special Event (as defined herein), NWPS Capital
shall be dissolved, except in the limited circumstance described below, with the
result that the Subordinated Debt Securities will be distributed to the holders
of the Trust Securities in connection with the liquidation of NWPS Capital. In
certain circumstances, the Company shall have the right to redeem the
Subordinated Debt Securities, in whole or in part, in lieu of a distribution of
the Subordinated Debt Securities by NWPS Capital, in which event NWPS Capital
will redeem the Trust Securities on a pro rata basis to the same extent as the
Subordinated Debt Securities are redeemed by the Company. See "Description of
the Preferred Securities -- Special Event Redemption or Distribution."

Under current United States federal income tax law, a distribution of
Subordinated Debt Securities upon the dissolution of NWPS Capital would not be a
taxable event to holders of the Preferred Securities. Upon occurrence of a Tax
Event (as defined herein), however, a dissolution of NWPS Capital in which
holders of the Preferred Securities receive cash would be a taxable event to
such holders. See "United States Federal Income Taxation -- Receipt of
Subordinated Debt Securities or Cash Upon Liquidation of NWPS Capital."

There can be no assurance as to the market prices for the Preferred
Securities or the Subordinated Debt Securities that may be distributed in
exchange for Preferred Securities if a dissolution or liquidation of NWPS
Capital were to occur. Accordingly, the Preferred Securities

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that an investor may purchase, whether pursuant to the offer made hereby or in
the secondary market, or the Subordinated Debt Securities that a holder of
Preferred Securities may receive on dissolution and liquidation of NWPS Capital,
may trade at a discount to the price that the investor paid to purchase the
Preferred Securities offered hereby. Because holders of Preferred Securities
may receive Subordinated Debt Securities upon the occurrence of a Special Event,
prospective purchasers of Preferred Securities are also making an investment
decision with regard to the Subordinated Debt Securities and should carefully
review all the information regarding the Subordinated Debt Securities contained
herein and in the accompanying Prospectus. See "Description of the Preferred
Securities -- Special Event Redemption or Distribution" and "Description of the
Subordinated Debt Securities -- General."

LIMITED VOTING RIGHTS

Holders of Preferred Securities will have limited voting rights and,
except for the rights of holders of Preferred Securities to appoint a Special
Regular Trustee upon the occurrence of certain events described herein, will not
be entitled to vote to appoint, remove or replace, or to increase or decrease
the number of, NWPS Trustees, which voting rights are vested exclusively in the
holder of the Common Securities.

TRADING PRICE

The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying
Subordinated Debt Securities. A holder who disposes of his Preferred Securities
between record dates for payments of distributions thereon will be required to
include accrued but unpaid interest on the Subordinated Debt Securities through
the date of disposition in income as ordinary income (i.e., OID), and to add
such amount to his adjusted tax basis in his pro rata share of the underlying
Subordinated Debt Securities deemed disposed of. To the extent the selling
price is less than the holder's adjusted tax basis (which will include, in the
form of OID, all accrued but unpaid interest), a holder will recognize a capital
loss. Subject to certain limited exceptions, capital losses cannot be applied
to offset ordinary income for United States federal income tax purposes. See
"United States Federal Income Taxation -- Original Issue Discount" and "Sales of
Preferred Securities."

NWPS CAPITAL FINANCING I

NWPS Capital is a statutory business trust formed under Delaware law
pursuant to (i) a declaration of trust, dated as of June 19, 1995, executed by
the Company, as sponsor (the "Sponsor"), and the trustees of NWPS Capital (the
"NWPS Trustees") and (ii) the filing of a certificate of trust with the
Secretary of State of the State of Delaware on June 19, 1995. The declaration
will be amended and restated in its entirety (as so amended and restated, the
"Declaration") substantially in the form filed as an exhibit to the Registration
Statement of which this Prospectus Supplement and the accompanying Prospectus
form a part. The Declaration will be qualified as an indenture under the Trust
Indenture Act of 1939 as amended (the "Trust Indenture Act"). Upon issuance of
the Preferred Securities, the purchasers thereof will own all of the Preferred
Securities. See "Description of the Preferred Securities -- Book-Entry Only

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Issuance -- The Depository Trust Company." The Company will directly or
indirectly acquire Common Securities in an aggregate liquidation amount equal to
3% of the total capital of NWPS Capital. NWPS Capital exists for the exclusive
purposes of (i) issuing the Trust Securities representing undivided beneficial
interests in the assets of the Trust, (ii) investing the gross proceeds of the
Trust Securities in the Subordinated Debt Securities and (iii) engaging in only
those other activities necessary or incidental thereto.

Pursuant to the Declaration, the number of NWPS Trustees will initially be
three. Two of the NWPS Trustees (the "Regular Trustees") will be persons who
are employees or officers of or who are affiliated with the Company. The third
trustee will be a financial institution that maintains its principal place of
business in the State of Delaware and is unaffiliated with the Company, which
trustee will serve as property trustee under the Declaration and as indenture
trustee for the purposes of the Trust Indenture Act (the "Property Trustee").
Initially, Wilmington Trust Company, a Delaware banking corporation, will be the
Property Trustee until removed or replaced by the holder of the Common
Securities. Wilmington Trust Company will also act as indenture trustee under
the Guarantee (the "Guarantee Trustee"). See "Description of the Guarantees" in
the accompanying Prospectus. In certain circumstances, the holders of a
majority in aggregate liquidation amount of the Preferred Securities will be
entitled to appoint one Regular Trustee (a "Special Regular Trustee"), who need
not be an officer or employee of or otherwise affiliated with the Company. See
"Description of the Preferred Securities -- Voting Rights."

The Property Trustee will hold title to the Subordinated Debt Securities
for the benefit of the holders of the Trust Securities, and the Property Trustee
will have the power to exercise all rights, powers, and privileges under the
Indenture (as defined herein) as the holder of the Subordinated Debt Securities.
In addition, the Property Trustee will maintain exclusive control of a
segregated non-interest bearing bank account (the "Property Account") to hold
all payments made in respect of the Subordinated Debt Securities for the benefit
of the holders of the Trust Securities. The Property Trustee will make payments
of distributions and payments on liquidation, redemption and otherwise to the
holders of the Trust Securities out of funds from the Property Account. The
Guarantee Trustee will hold the Guarantee for the benefit of the holders of the
Preferred Securities. Subject to the right of the holders of the Preferred
Securities to appoint a Special Regular Trustee, the Company, as the direct or
indirect holder of all the Common Securities, will have the right to appoint,
remove or replace any NWPS Trustee and to increase or decrease the number of
NWPS Trustees; provided that, (i) the number of NWPS Trustees shall be at least
three and (ii) a majority shall be Regular Trustees. The Company will pay all
fees and expenses related to NWPS Capital and the offering of the Trust
Securities. See "Description of the Subordinated Debt Securities --
Miscellaneous."

The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, are set forth in the
Declaration, the Delaware Business Trust Act (the "Business Trust Act") and the
Trust Indenture Act. See "Description of the Preferred Securities."

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ACCOUNTING TREATMENT

The financial statements of NWPS Capital will be reflected in the
Company's consolidated financial statements with the Preferred Securities shown
as Company obligated minority interests in trust holding subordinated debentures
of the Company.

DESCRIPTION OF THE PREFERRED SECURITIES

The Preferred Securities will be issued pursuant to the terms of the
Declaration. The Declaration will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee, the Wilmington Trust Company, will act as
the indenture trustee for purposes of compliance with the provisions of the
Trust Indenture Act. The terms of the Preferred Securities will include those
stated in the Declaration, the Business Trust Act and those made part of the
Declaration by the Trust Indenture Act. The following summary of the principal
terms and provisions of the Preferred Securities does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the
Declaration, a copy of which is filed as an exhibit to the Registration
Statement of which this Prospectus Supplement is a part, the Business Trust Act
and the Trust Indenture Act.

GENERAL

The Declaration authorizes the Regular Trustees to issue on behalf of NWPS
Capital the Trust Securities, which represent undivided beneficial interests in
the assets of NWPS Capital. All of the Common Securities will be owned,
directly or indirectly, by the Company. The Common Securities rank pari passu,
and payments will be made thereon on a pro rata basis, with the Preferred
Securities, except that upon the occurrence of a Declaration Event of Default,
the rights of the holders of the Common Securities to receive payment of
periodic distributions and payments upon liquidation, redemption and otherwise
will be subordinated to the rights of the holders of the Preferred Securities.
The Declaration does not permit the issuance by NWPS Capital of any securities
other than the Trust Securities or the incurrence of any indebtedness by NWPS
Capital. Pursuant to the Declaration, the Property Trustee will own the
Subordinated Debt Securities purchased by NWPS Capital for the benefit of the
holders of the Trust Securities. The payment of distributions out of money held
by NWPS Capital, and payments upon redemption of the Preferred Securities or
liquidation of NWPS Capital, are guaranteed by the Company to the extent
described under "Description of the Guarantees" in the accompanying Prospectus.
The Guarantee will be held by Wilmington Trust Company, the Guarantee Trustee,
for the benefit of the holders of the Preferred Securities. The Guarantee does
not cover payment of distributions when NWPS Capital does not have sufficient
available funds to pay such distributions. In such event, the remedy of a holder
of Preferred Securities is to vote to appoint a Special Regular Trustee and to
direct the Property Trustee to enforce the Property Trustee's rights under the
Subordinated Debt Securities. See "Description of the Preferred Securities --
Voting Rights."

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DISTRIBUTIONS

Distributions on the Preferred Securities will be fixed at a rate per
annum of ___% of the stated liquidation amount of $25 per Preferred Security.
Distributions in arrears for more than one quarter will bear interest thereon at
the rate per annum of ___% thereof, compounded quarterly. The term
"distribution" as used herein includes any such interest payable unless
otherwise stated. The amount of distributions payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months.

Distributions on the Preferred Securities will be cumulative, will accrue
from ____________, and will be payable quarterly in arrears on March 31, June
30, September 30 and December 31 of each year, commencing _____________, 1995,
when, as and if available and determined to be so payable by the Property
Trustee, except as otherwise described below.

The Company has the right under the Indenture to defer payments of
interest on the Subordinated Debt Securities by extending the interest payment
period from time to time on the Subordinated Debt Securities, which right, if
exercised, would defer quarterly distributions on the Preferred Securities (but
such distributions would continue to accrue with interest since interest would
continue to accrue on the Subordinated Debt Securities) during any such
Extension Period. Such right to extend the interest payment period for the
Subordinated Debt Securities is limited to a period not exceeding 20 consecutive
quarters. In the event that the Company exercises this right, then (a) the
Company shall not declare or pay dividends on, make distributions with respect
to, or redeem, purchase or acquire, or make a liquidation payment with respect
to, any of its capital stock and (b) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by the Company that rank pari passu with or junior to
such Subordinated Debt Securities; provided, however, that, the foregoing
restriction (a) does not apply to any stock dividends paid by the Company where
the dividend stock is the same stock as that on which the dividend is being
paid. Prior to the termination of any such Extension Period, the Company may
further extend the interest payment period; provided that, such Extension
Period, together with all such previous and further extensions thereof, may not
exceed 20 consecutive quarters. Upon the termination of any Extension Period
and the payment of all amounts then due, the Company may select a new Extension
Period, subject to the above requirements. See "Description of the Subordinated
Debt Securities -- Interest" and "-- Option to Extend Interest Payment Period."
If distributions are deferred, the deferred distributions and accrued interest
thereon shall be paid to holders of record of the Preferred Securities as they
appear on the books and records of NWPS Capital on the record date next
following the termination of such deferral period.

Distributions on the Preferred Securities must be paid on the dates
payable to the extent that NWPS Capital has funds legally available for the
payment of such distributions in the Property Account. NWPS Capital's funds
available for distribution to the holders of the Preferred Securities will be
limited to payments received from the Company on the Subordinated Debt
Securities. See "Description of the Subordinated Debt Securities." The payment
of distributions out of moneys held by NWPS Capital is guaranteed by the Company
to the extent set forth under "Description of the Guarantees" in the
accompanying Prospectus.

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<PAGE>

Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the books and records of NWPS Capital on the relevant
record dates, which, as long as the Preferred Securities remain in book-entry
only form, will be one Business Day prior to the relevant payment dates. Such
distributions will be paid through the Property Trustee who will hold amounts
received in respect of the Subordinated Debt Securities in the Property Account
for the benefit of the holders of the Trust Securities. Subject to any
applicable laws and regulations and the provisions of the Declaration, each such
payment will be made as described under "Book-Entry Only Issuance -- The
Depository Trust Company" below. In the event that the Preferred Securities do
not continue to remain in book-entry only form, the Regular Trustees shall have
the right to select relevant record dates, which shall be more than one Business
Day prior to the relevant payment dates. In the event that any date on which
distributions are to be made on the Preferred Securities is not a Business Day,
then payment of the distributions payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such payment date. A "Business Day" shall mean any day other than Saturday,
Sunday or any other day on which banking institutions in the City of New York
(in the state of New York) are permitted or required by any applicable law to
close.

MANDATORY REDEMPTION

The Subordinated Debt Securities will mature on _______, unless the
maturity date is extended at the option of the Company (provided certain
financial covenants are met), and may be redeemed, in whole or in part, at any
time on or after _________, or at any time in certain circumstances upon the
occurrence of a Tax Event. Upon the repayment of the Subordinated Debt
Securities, whether at maturity or upon redemption, the proceeds from such
repayment or payment shall simultaneously be applied to redeem Trust Securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the Subordinated Debt Securities so repaid or redeemed at the Redemption
Price; provided that, holders of Trust Securities shall be given not less than
30 nor more than 60 days notice of such redemption. See "Description of the
Subordinated Debt Securities -- Optional Redemption." In the event that fewer
than all of the outstanding Preferred Securities are to be redeemed, the
Preferred Securities will be redeemed pro rata as described under "Book-Entry
Only Issuance -- the Depository Trust Company" below.

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

"Tax Event" means that the Regular Trustees shall have received an opinion
of nationally recognized independent tax counsel experienced in such matters (a
"Dissolution Tax Opinion") to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, (b) any amendment to or change in an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority (including the
enactment of any legislation and the publication of any judicial decision or
regulatory determination on or after such date), (c) any

S-17

<PAGE>

interpretation or pronouncement that provides for a position with respect to
such laws or regulations that differs from the theretofore generally accepted
position, or (d) any action taken by any governmental agency or regulatory
authority, which amendment or change is enacted, promulgated or effective, or
which interpretation or pronouncement is issued or announced, or which action is
taken, in each case on or after the date of this Prospectus Supplement, there is
more than an insubstantial risk that (i) NWPS Capital is or will be subject to
United States federal income tax with respect to income accrued or received on
the Subordinated Debt Securities, (ii) interest payable to NWPS Capital on the
Subordinated Debt Securities is not or will not be deductible by the Company for
United States federal income tax purposes or (iii) NWPS Capital is or will be
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

"Investment Company Event" means that the Regular Trustees shall have
received an opinion of nationally recognized independent counsel experienced in
practice under the Investment Company Act of 1940, as amended (the "1940 Act"),
that as a result of the occurrence of a change in law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), the Trust is or will be considered an "investment company"
which is required to be registered under the 1940 Act, which Change in 1940 Act
Law becomes effective on or after the date of this Prospectus Supplement. In
case of any uncertainty regarding an Investment Company Event, the good faith
determination of the Regular Trustees, based on the advice of counsel, shall be
conclusive.

If, at any time, a Tax Event or an Investment Company Event (each, a
"Special Event") shall occur and be continuing, NWPS Capital shall, except in
the limited circumstances described below, be dissolved with the result that,
after satisfaction of liabilities to creditors of the Trust, Subordinated Debt
Securities with an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution rate
of, and accrued and unpaid interest equal to accrued and unpaid distributions
on, the Trust Securities, would be distributed to the holders of the Trust
Securities in liquidation of such holders' interests in NWPS Capital on a pro
rata basis within 90 days following the occurrence of such Special Event;
provided, however, that in the case of the occurrence of a Tax Event, such
dissolution and distribution shall be conditioned on the Regular Trustees'
receipt of an opinion of nationally recognized independent tax counsel
experienced in such matters (a "No Recognition Opinion"), which opinion may rely
on published revenue rulings of the Internal Revenue Service, to the effect that
the holders of the Trust Securities will not recognize any gain or loss for
United States federal income tax purposes as a result of such dissolution and
distribution of Subordinated Debt Securities; and provided, further, that, if at
the time there is available to NWPS Capital the opportunity to eliminate, within
such 90-day period, the Special Event by taking some ministerial action, such as
filing a form or making an election or pursuing some other reasonable measure
that will have no adverse effect on NWPS Capital, the Company or the holders of
the Trust Securities, NWPS Capital will pursue such measure in lieu of
dissolution. Furthermore, if in the case of the occurrence of a Tax Event,
after receipt of a Dissolution Tax Opinion by the Regular Trustees (i) the
Company has received an opinion (a "Redemption Tax Opinion") of nationally
recognized independent tax counsel experienced in such matters that, as a result
of a Tax Event, there is more than an insubstantial risk that the Company would
be precluded from deducting the interest on the Subordinated Debt Securities for
United States federal income tax purposes even

S-18

<PAGE>

if the Subordinated Debt Securities were distributed to the holders of Trust
Securities in liquidation of such holders' interests in NWPS Capital as
described above, or (ii) the Regular Trustees shall have been informed by such
tax counsel that it cannot deliver a No Recognition Opinion to NWPS Capital, the
Company shall have the right, upon not less than 30 nor more than 60 days
notice, to redeem the Subordinated Debt Securities, in whole or in part, for
cash within 90 days following the occurrence of such Tax Event, and, following
such redemption, Trust Securities with an aggregate liquidation amount equal to
the aggregate principal amount of the Subordinated Debt Securities so redeemed
shall be redeemed by NWPS Capital at the Redemption Price on a pro rata basis;
provided, however, that, if at the time there is available to the Company or
NWPS Capital the opportunity to eliminate, within such 90-day period, the Tax
Event by taking some ministerial action, such as filing a form or making an
election or pursuing some other similar reasonable measure which has no adverse
effect on NWPS Capital, the Company or the holders of the Trust Securities, the
Company or NWPS Capital will pursue such measure in lieu of redemption.

If the Subordinated Debt Securities are distributed to the holders of the
Preferred Securities, the Company will use its best efforts to cause the
Subordinated Debt Securities to be listed on the New York Stock Exchange or on
such other exchange as the Preferred Securities are then listed.

After the date for any distribution of Subordinated Debt Securities upon
dissolution of NWPS Capital, (i) the Preferred Securities will no longer be
deemed to be outstanding, (ii) the Depositary or its nominee, as the record
holder of the Preferred Securities, will receive a registered global certificate
or certificates representing the Subordinated Debt Securities to be delivered
upon such distribution, and (iii) any certificates representing Preferred
Securities not held by the Depositary or its nominee will be deemed to represent
Subordinated Debt Securities having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accrued and
unpaid distributions on such Preferred Securities until such certificates are
presented to the Company or its agent for transfer or reissuance.

There can be no assurance as to the market prices for either the Preferred
Securities or the Subordinated Debt Securities that may be distributed in
exchange for the Preferred Securities if a dissolution and liquidation of NWPS
Capital were to occur. Accordingly, the Preferred Securities that an investor
may purchase, whether pursuant to the offer made hereby or in the secondary
market, or the Subordinated Debt Securities that an investor may receive if a
dissolution and liquidation of NWPS Capital were to occur, may trade at a
discount to the price that the investor paid to purchase the Preferred
Securities offered hereby.

REDEMPTION PROCEDURES

NWPS Capital may not redeem fewer than all of the outstanding Preferred
Securities unless all accrued and unpaid distributions have been paid on all
Preferred Securities for all quarterly distribution periods terminating on or
prior to the date of redemption.

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If NWPS Capital gives a notice of redemption in respect of Preferred
Securities (which notice will be irrevocable), then, by 12:00 noon, New York
City time, on the redemption date, and if the Company has paid to the Property
Trustee a sufficient amount of cash in connection with the related redemption or
maturity of the Subordinated Debt Securities, then NWPS Capital will irrevocably
deposit with the Depositary funds sufficient to pay the applicable Redemption
Price and will give the Depositary irrevocable instructions and authority to pay
the Redemption Price to the holders of the Preferred Securities. See
"Book-Entry Only Issuance -- The Depository Trust Company." If notice of
redemption shall have been given and funds deposited as required, then,
immediately prior to the close of business on the date of such deposit,
distributions will cease to accrue and all rights of holders of such Preferred
Securities so called for redemption will cease, except the right of the holders
of such Preferred Securities to receive the Redemption Price but without
interest on such Redemption Price. In the event that any date fixed for
redemption of Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next calendar year,
such payment will be made on the immediately preceding Business Day. In the
event that payment of the Redemption Price in respect of Preferred Securities is
improperly withheld or refused and not paid either by NWPS Capital, or by the
Company pursuant to the Guarantee, distributions on such Preferred Securities
will continue to accrue at the then applicable rate from the original redemption
date to the date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
Redemption Price.

In the event that fewer than all of the outstanding Preferred Securities
are to be redeemed, the Preferred Securities will be redeemed pro rata as
described below under "Book-Entry Only Issuance -- The Depository Trust
Company."

Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the Company or its
subsidiaries may at any time, and from time to time, purchase outstanding
Preferred Securities by tender, in the open market or by private agreement.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In the event of any voluntary or involuntary liquidation, dissolution,
winding-up or termination of NWPS Capital (each a "Liquidation"), the then
holders of the Preferred Securities will be entitled to receive out of the
assets of NWPS Capital, after satisfaction of liabilities to creditors of the
Trust, distributions in an amount equal to the aggregate of the stated
liquidation amount of $25 per Preferred Security plus accrued and unpaid
distributions thereon to the date of payment (the "Liquidation Distribution"),
unless, in connection with such Liquidation, Subordinated Debt Securities in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and
accrued and unpaid interest equal to accrued and unpaid distributions on, the
Preferred Securities have been distributed on a pro rata basis to the holders of
the Preferred Securities in exchange for such Securities.

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If, upon any such Liquidation, the Liquidation Distribution can be paid
only in part because NWPS Capital has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by NWPS Capital on the Preferred Securities shall be paid on a pro rata basis.
The holders of the Common Securities will be entitled to receive distributions
upon any such dissolution pro rata with the holders of the Preferred Securities,
except that if a Declaration Event of Default has occurred and is continuing,
the Preferred Securities shall have a preference over the Common Securities with
regard to such distributions.

Pursuant to the Declaration, NWPS Capital shall terminate (i) on
__________, 2050, the expiration of the term of NWPS Capital, (ii) upon the
bankruptcy of the Company or the holder of the Common Securities, (iii) upon the
filing of a certificate of dissolution or its equivalent with respect to the
holder of the Common Securities or the Company, the filing of a certificate of
cancellation with respect to NWPS Capital, or the revocation of the charter of
the holder of the Common Securities or the Company and the expiration of 90 days
after the date of revocation without a reinstatement thereof, (iv) upon the
distribution of Subordinated Debt Securities upon the occurrence of a Special
Event, (v) upon the entry of a decree of a judicial dissolution of the holder of
the Common Securities, the Company or NWPS Capital, or (vi) upon the redemption
of all the Trust Securities.

DECLARATION EVENTS OF DEFAULT

An event of default under the Indenture (an "Indenture Event of Default")
constitutes an event of default under the Declaration with respect to the Trust
Securities (a "Declaration Event of Default"), provided that, pursuant to the
Declaration, the holder of the Common Securities will be deemed to have waived
any Declaration Event of Default with respect to the Common Securities until all
Declaration Events of Default with respect to the Preferred Securities have been
cured, waived or otherwise eliminated. Until such Declaration Events of Default
with respect to the Preferred Securities have been so cured, waived, or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the holders of the Preferred Securities and only the holders of the
Preferred Securities will have the right to direct the Property Trustee with
respect to certain matters under the Declaration, and therefore the Indenture.

Upon the occurrence of a Declaration Event of Default, the Property
Trustee as the sole holder of the Subordinated Debt Securities will have the
right under the Indenture to declare the principal of and interest on the
Subordinated Debt Securities to be immediately due and payable. The Company and
NWPS Capital are each required to file annually with the Property Trustee an
officer's certificate as to its compliance with all conditions and covenants
under the Declaration.

VOTING RIGHTS

Except as described herein, under the Business Trust Act, the Trust
Indenture Act and under "Description of the Guarantees -- Amendments and
Assignment" in the accompanying Prospectus, and as otherwise required by law and
the Declaration, the holders of the Preferred Securities will have no voting
rights.

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If (i) NWPS Capital fails to pay distributions in full on the Preferred
Securities for six (6) consecutive quarterly distribution periods or (ii) a
Declaration Event of Default occurs and is continuing (each an "Appointment
Event"), then the holders of the Preferred Securities, acting as a single class,
will be entitled by a vote of a majority in liquidation amount of the Preferred
Securities to appoint a Special Regular Trustee. For purposes of determining
whether NWPS Capital has failed to pay distributions in full for six (6)
consecutive quarterly distribution periods, distributions shall be deemed to
remain in arrears, notwithstanding any payments in respect thereof, until full
cumulative distributions have been or contemporaneously are paid with respect to
all quarterly distribution periods terminating on or prior to the date of
payment of such cumulative distributions. Any holder of Preferred Securities
(other than the Company or any of its affiliates) shall be entitled to nominate
any person to be appointed as Special Regular Trustee. Not later than 30 days
after such right to appoint a Special Regular Trustee arises, the Regular
Trustees shall convene a meeting of the holders of Preferred Securities for the
purpose of appointing a Special Regular Trustee. If the Regular Trustees fail
to convene such meeting within such 30-day period, the holders of not less than
10% of the aggregate stated liquidation amount of the outstanding Preferred
Securities will be entitled to convene such meeting. The provisions of the
Declaration relating to the convening and conduct of the meetings of the holders
will apply with respect to any such meeting. Any Special Regular Trustee so
appointed shall cease to be a Special Regular Trustee if the Appointment Event
pursuant to which the Special Regular Trustee was appointed and all other
Appointment Events cease to be continuing. Notwithstanding the appointment of
any such Special Regular Trustee, the Company shall retain all rights under the
Indenture, including the right to defer payments of interest by extending the
interest payment period as provided under "Description of the Subordinated Debt
Securities -- Option to Extend Interest Payment Period." If such an extension
occurs, there will be no Indenture Event of Default and, consequently, no
Declaration Event of Default for failure to make any scheduled interest payment
during the Extension Period on the date originally scheduled.

Subject to the requirement of the Property Trustee obtaining a tax opinion
in certain circumstances set forth in the last sentence of this paragraph, the
holders of a majority in aggregate liquidation amount of the Preferred
Securities have the right to (i) direct the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee, or direct the
exercise of any trust or power conferred upon the Property Trustee under the
Declaration including the right to direct the Property Trustee, as holder of the
Subordinated Debt Securities, to exercise the remedies available under the
Indenture with respect to the Subordinated Debt Securities, (ii) waive any past
Indenture Event of Default that is waivable under Section 513 of the Base
Indenture (as defined herein), or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Subordinated Debt Securities shall be
due and payable; provided, however, that, where a consent or action under the
Indenture would require the consent or act of more than a majority of the
holders (a "Super-Majority") affected thereby, only the holders of at least such
Super-Majority of the Preferred Securities may direct the Property Trustee to
give such consent or take such action. If the Property Trustee fails to enforce
its rights under the Subordinated Debt Securities, a record holder of Preferred
Securities may, after a period of 30 days has elapsed from such holder's written
request to the Property Trustee to enforce such rights, institute a legal
proceeding directly against the Company to enforce the Property Trustee's rights
under the Subordinated Debt Securities without first instituting any legal
proceeding against the Property Trustee or any other person or entity. The
Property Trustee shall

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notify all holders of the Preferred Securities of any notice of default received
from the Indenture Trustee with respect to the Subordinated Debt Securities.
Such notice shall state that such Indenture Event of Default also constitutes a
Declaration Event of Default. Except with respect to directing the time, method
and place of conducting a proceeding for a remedy, the Property Trustee shall
not take any of the actions described in clauses (i), (ii) or (iii) above unless
the Property Trustee has obtained an opinion of tax counsel to the effect that,
as a result of such action, NWPS Capital will not fail to be classified as a
grantor trust for United States federal income tax purposes.

In the event the consent of the Property Trustee, as the holder of the
Subordinated Debt Securities, is required under the Indenture with respect to
any amendment, modification or termination of the Indenture or the Subordinated
Debt Securities, the Property Trustee shall request the direction of the holders
of the Trust Securities with respect to such amendment, modification or
termination and shall vote with respect to such amendment, modification or
termination as directed by a majority in liquidation amount of the Trust
Securities voting together as a single class; provided, however, that where a
consent under the Indenture would require the consent of a Super-Majority, the
Property Trustee may only give such consent at the direction of the holder of at
least the proportion in liquidation amount of the Trust Securities which the
relevant Super-Majority represents of the aggregate principal amount of the
Subordinated Debt Securities outstanding. The Property Trustee shall be under
no obligation to take any such action in accordance with the directions of the
holders of the Trust Securities unless the Property Trustee has obtained an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax NWPS Capital will not be classified as other than a grantor
trust.

A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.

Any required approval or direction of holders of Preferred Securities may
be given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all of the holders of Trust Securities or pursuant
to written consent. The Regular Trustees will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be
mailed to each holder of record of Preferred Securities. Each such notice will
include a statement setting forth the following information: (i) the date of
such meeting or the date by which such action is to be taken; (ii) a description
of any resolution proposed for adoption at such meeting on which such holders
are entitled to vote or of such matter upon which written consent is sought; and
(iii) instructions for the delivery of proxies or consents. No vote or consent
of the holders of Preferred Securities will be required for NWPS Capital to
redeem and cancel Preferred Securities or distribute Subordinated Debt
Securities in accordance with the Declaration.

Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned at such time by the Company or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, the Company, shall not be entitled to vote or consent and shall,
for purposes of such vote or consent, be treated as if such Preferred Securities
were not outstanding.

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The procedures by which holders of Preferred Securities may exercise their
voting rights are described below. See "-- Book-Entry Only Issuance -- The
Depository Trust Company" below.

Except in the limited circumstances described above, in connection with
the appointment of a Special Regular Trustee, holders of the Preferred
Securities will have no rights to appoint or remove the NWPS Trustees, who may
be appointed, removed or replaced solely by the Company as the indirect or
direct holder of all of the Common Securities.

MODIFICATION OF THE DECLARATION

The Declaration may be modified and amended if approved by a majority of
the Regular Trustees (and in certain circumstances the Property Trustee),
provided that, if any proposed amendment provides for, or the Regular Trustees
otherwise propose to effect, (i) any action that would materially adversely
affect the powers, preferences or special rights of the Trust Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of NWPS Capital other than pursuant to
the terms of the Declaration, then the holders of the Trust Securities voting
together as a single class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of at least 66 2/3% in liquidation amount of the Trust Securities
affected thereby; provided that, the rights of holders of Preferred Securities
to appoint a Special Regular Trustee shall not be amended without the consent of
each holder of Preferred Securities; provided further that, if any amendment or
proposal referred to in clause (i) above would materially adversely affect only
the Preferred Securities or the Common Securities, then only the affected class
will be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of 66 2/3% in
liquidation amount of such class of Securities.

Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or modification would (i) cause NWPS Capital
to be classified for purposes of United States federal income taxation as other
than a grantor trust, (ii) affect the powers, rights, duties, obligations or
immunities of the Property Trustee or the Delaware Trustee (unless such
amendment is consented to by the Property Trustee or the Delaware Trustee, as
the case may be), or (iii) cause NWPS Capital to be deemed an "investment
company" which is required to be registered under the Investment Company Act of
1940, as amended (the "1940 Act").

MERGERS, CONSOLIDATIONS OR AMALGAMATIONS

NWPS Capital may not consolidate, amalgamate, merge or be replaced by, or
convey, transfer or lease its properties and assets substantially as an
entirety, to any corporation or other body, except as described below. NWPS
Capital may, with the consent of a majority of the Regular Trustees and without
the consent of the holders of the Trust Securities, the Delaware Trustee or the
Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by
a trust organized as such under the laws of any State, provided that (i) such
successor entity either (x) expressly assumes all of the obligations of NWPS
Capital under the Trust Securities or (y) substitutes for the Preferred
Securities other securities (the "Successor Securities"), so long as the
Successor Securities rank the same as the Trust Securities rank with respect to
distributions and

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payments upon liquidation, redemption and otherwise, (ii) the Company expressly
acknowledges a trustee of such successor entity possessing the same powers and
duties as the Property Trustee as the holder of the Subordinated Debt
Securities, (iii) the Preferred Securities or any Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or with another organization on
which the Preferred Securities are then listed or quoted, (iv) such merger,
consolidation, amalgamation or replacement does not cause the Preferred
Securities or any Successor Securities to be downgraded by any nationally
recognized statistical rating organization, (v) such merger, consolidation,
amalgamation or replacement does not adversely affect the rights, preferences
and privileges of the holders of the Trust Securities or any Successor
Securities in any material respect under the documents governing the Trust
Securities or the Successor Securities (other than with respect to any dilution
of the holders' interest in the new entity), (vi) such successor entity has a
purpose substantially identical to that of NWPS Capital, (vii) prior to such
merger, consolidation, amalgamation or replacement, the Company has received an
opinion of a nationally recognized independent counsel to NWPS Capital
experienced in such matters to the effect that, (a) such merger, consolidation,
amalgamation or replacement does not adversely affect the rights, preferences
and privileges of the holders of the Trust Securities or any Successor
Securities in any material respect under the documents governing the Trust
Securities or the Successor Securities (other than with respect to any dilution
of the holders' interest in the new entity), and (b) following such merger,
consolidation, amalgamation or replacement, neither NWPS Capital nor such
successor entity will be required to register as an investment company under the
1940 Act and (viii) the Company guarantees the obligations of such successor
entity under the Successor Securities at least to the extent provided by the
Guarantee and the Common Securities Guarantee. Notwithstanding the foregoing,
NWPS Capital shall not, except with the consent of holders of 100% in
liquidation amount of the Trust Securities, consolidate, amalgamate, merge with
or into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it, if such
consolidation, amalgamation, merger or replacement would cause NWPS Capital or
the Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.

BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

The Depository Trust Company ("DTC") will act as securities depositary for
the Preferred Securities. The Preferred Securities will be issued only as
fully-registered securities registered in the name of Cede & Co. (DTC's
nominee). One or more fully-registered global Preferred Securities
certificates, representing the total aggregate number of Preferred Securities,
will be issued and will be deposited with DTC.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in the global Preferred
Securities as represented by a global certificate.

DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A

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of the Securities Exchange Act of 1934,as amended (the "Exchange Act"). DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants").

DTC is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc. (the "New York Stock Exchange"), the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others, such as securities brokers and
dealers, banks and trust companies that clear transactions through or maintain a
direct or indirect custodial relationship with a Direct Participant either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.

Purchases of Preferred Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Preferred
Securities on DTC's records. The ownership interest of each actual purchaser of
each Preferred Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Preferred Securities.
Transfers of ownership interests in the Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Preferred Securities, except in the event that
use of the book-entry system for the Preferred Securities is discontinued.

To facilitate subsequent transfers, all the Preferred Securities deposited
by Participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of Preferred Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Preferred Securities. DTC's records reflect
only the identity of the Direct Participants to whose accounts such Preferred
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of the
Preferred Securities are being redeemed, DTC will reduce the amount of the
interest of each Direct Participant in such Preferred Securities in accordance
with its procedures.

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Although voting with respect to the Preferred Securities is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Preferred Securities. Under its usual
procedures, DTC would mail an Omnibus Proxy to NWPS Capital as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co. consenting or
voting rights to those Direct Participants to whose accounts the Preferred
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy). The Company and NWPS Capital believe that the arrangements
among DTC, Direct and Indirect Participants, and Beneficial Owners will enable
the Beneficial Owners to exercise rights equivalent in substance to the rights
that can be directly exercised by a holder of a beneficial interest in NWPS
Capital.

Distribution payments on the Preferred Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the account of customers in bearer form or registered in "street name,"
and such payments will be the responsibility of such Participant and not of DTC,
NWPS Capital or the Company, subject to any statutory or regulatory requirements
to the contrary that may be in effect from time to time. Payment of
distributions to DTC is the responsibility of NWPS Capital, disbursement of such
payments to Direct Participants is the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.

Except as provided herein, a Beneficial Owner in a global Preferred
Security certificate will not be entitled to receive physical delivery of
Preferred Securities. Accordingly, each Beneficial Owner must rely on the
procedures of DTC to exercise any rights under the Preferred Securities.

DTC may discontinue providing its services as securities depositary with
respect to the Preferred Securities at any time by giving reasonable notice to
NWPS Capital. Under such circumstances, in the event that a successor
securities depositary is not obtained, Preferred Securities certificates are
required to be printed and delivered. Additionally, the Regular Trustees (with
the consent of the Company) may decide to discontinue use of the system of
book-entry transfers through DTC (or any successor depositary) with respect to
the Preferred Securities. In that event, certificates for the Preferred
Securities will be printed and delivered.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company and NWPS Capital believes to be
reliable, but neither the Company nor NWPS Capital takes responsibility for the
accuracy thereof.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, prior to the occurrence of a default with respect to
the Trust Securities, undertakes to perform only such duties as are specifically
set forth in the Declaration and, after default, shall exercise the same degree
of care as a prudent individual would exercise in the conduct of his or her own
affairs.

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Subject to such provisions, the Property Trustee is under no obligation to
exercise any of the powers vested in it by the Declaration at the request of any
holder of Preferred Securities, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The holders of Preferred Securities will not be required to offer such
indemnity in the event such holders, by exercising their voting rights, direct
the Property Trustee to take any action following a Declaration Event of
Default.

PAYING AGENT

In the event that the Preferred Securities do not remain in book-entry
only form, the following provisions would apply:

The Property Trustee will act as paying agent, and may designate an
additional or substitute paying agent at any time.

Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of NWPS Capital, but upon payment (with the giving of
such indemnity as NWPS Capital or the Company may require) in respect of any tax
or other government charges that may be imposed in relation to it.

NWPS Capital will not be required to register or cause to be registered
the transfer of Preferred Securities after such Preferred Securities have been
called for redemption.

GOVERNING LAW

The Declaration and the Preferred Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.

MISCELLANEOUS

The Regular Trustees are authorized and directed to operate NWPS Capital
in such a way so that NWPS Capital will not be (i) required to register as an
"investment company" under the 1940 Act or (ii) characterized as other than a
grantor trust for United States federal income tax purposes. The Company is
authorized and directed to conduct its affairs so that the Subordinated Debt
Securities will be treated as indebtedness of the Company for United States
federal income tax purposes. In this connection, the Company and the Regular
Trustees are authorized to take any action, not inconsistent with applicable
law, the certificate of trust of NWPS Capital or the certificate of
incorporation of the Company, that each of the Company and the Regular Trustees
determines in its discretion to be necessary or desirable to achieve such end,
as long as such action does not adversely affect the interests of the holders of
the Preferred Securities or vary the terms thereof.

Holders of the Preferred Securities have no preemptive rights.

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<PAGE>

DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES

Set forth below is a description of the specific terms of the Subordinated
Debt Securities in which NWPS Capital will invest the proceeds from the issuance
and sale of the Trust Securities. This description supplements the description
of the general terms and provisions of the Subordinated Debt Securities set
forth in the accompanying Prospectus under the caption "Description of the
Subordinated Debt Securities." The following description does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the description in the accompanying Prospectus and the Subordinated Debt
Securities Indenture, dated as of __________________, 1995 (the "Base
Indenture") between the Company and The Chase Manhattan Bank (N.A.), as Trustee
(the "Indenture Trustee"), as supplemented by a First Supplemental Indenture,
dated as of __________, 1995 (the Base Indenture, as so supplemented, is
hereinafter referred to as the "Indenture"), the forms of which are filed as
Exhibits to the Registration Statement of which this Prospectus Supplement and
the accompanying Prospectus form a part. Certain capitalized terms used herein
are defined in the Indenture.

Under certain circumstances involving the dissolution of NWPS Capital
following the occurrence of a Special Event, Subordinated Debt Securities may be
distributed to the holders of the Trust Securities in liquidation of NWPS
Capital. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution."

If the Subordinated Debt Securities are distributed to the holders of the
Preferred Securities, the Company will use its best efforts to have the
Subordinated Debt Securities listed on the New York Stock Exchange or on such
other national securities exchange or similar organization on which the
Preferred Securities are then listed or quoted.

GENERAL

The Subordinated Debt Securities will be issued as unsecured debt under
the Indenture. The Subordinated Debt Securities will be limited in aggregate
principal amount to approximately $_________ million, such amount being the sum
of the aggregate stated liquidation of the Preferred Securities and the capital
contributed by the Company in exchange for the Common Securities (the "Company
Payment").

The Subordinated Debt Securities are not subject to a sinking fund
provision. The entire principal amount of the Subordinated Debt Securities will
mature and become due and payable, together with any accrued and unpaid interest
thereon including Compound Interest (as hereinafter defined) and Additional
Interest (as hereinafter defined), if any, on ____________, subject to the
election of the Company to extend the scheduled maturity date of the
Subordinated Debt Securities to a date not later than _________, which election
is subject to the Company's satisfying certain financial covenants. See " --
Option to Extend Maturity."

If Subordinated Debt Securities are distributed to holders of Preferred
Securities in liquidation of such holders' interests in NWPS Capital, such
Subordinated Debt Securities will initially be issued as a Global Security. As
described herein, under certain limited circumstances, Subordinated Debt
Securities may be issued in certificated form in exchange for a Global Security

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(as defined below). See "Book-Entry and Settlement" below. In the event that
Subordinated Debt Securities are issued in certificated form, such Subordinated
Debt Securities will be in denominations of $25 and integral multiples thereof
and may be transferred or exchanged at the offices described below. Payments on
Subordinated Debt Securities issued as a Global Security will be made to DTC, a
successor depositary or, in the event that no depositary is used, to a Paying
Agent for the Subordinated Debt Securities. In the event Subordinated Debt
Securities are issued in certificated form, principal and interest will be
payable, the transfer of the Subordinated Debt Securities will be registrable
and Subordinated Debt Securities will be exchangeable for Subordinated Debt
Securities of other denominations of a like aggregate principal amount at the
corporate trust office of the Indenture Trustee in Brooklyn, New York; provided
that, payment of interest may be made at the option of the Company by check
mailed to the address of the persons entitled thereto.

SUBORDINATION

The Indenture provides that the Subordinated Debt Securities are
subordinated and junior in right of payment to all Senior Indebtedness of the
Company. No payment of principal (including redemption and sinking fund
payments), premium, if any, or interest on the Subordinated Debt Securities may
be made (i) if any Senior Indebtedness of the Company is not paid when due, (ii)
any applicable grace period with respect to such default has ended and such
default has not been cured or waived or ceased to exist, or (iii) if the
maturity of any Senior Indebtedness of the Company has been accelerated because
of a default. Upon any distribution of assets of the Company to creditors upon
any dissolution, winding-up, liquidation or reorganization, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all principal, premium, if any, and interest due or to become due on all Senior
Indebtedness of the Company must be paid in full before the holders of
Subordinated Debt Securities are entitled to receive or retain any payment.
Upon satisfaction of all claims of all Senior Indebtedness then outstanding, the
rights of the holders of the Subordinated Debt Securities will be subrogated to
the rights of the holders of Senior Indebtedness of the Company to receive
payments or distributions applicable to Senior Indebtedness until all amounts
owing on the Subordinated Debt Securities are paid in full.

The term "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (a) indebtedness of such
obligor for money borrowed and (b) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by such obligor including,
without limitation, in the case of the Company, all obligations under its New
Mortgage and 1940 Indenture (each as defined in the accompanying Prospectus),
(ii) all capital lease obligations of such obligor, (iii) all obligations of
such obligor issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such obligor and all obligations of such obligor
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business), (iv) all obligations of such
obligor for the reimbursement on any letter of credit, banker's acceptance,
security purchase facility or similar credit transaction, (v) all obligations of
the type referred to in clauses (i) through (iv) above of other persons for the
payment of which such obligor is responsible or liable as obligor,

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guarantor or otherwise, and (vi) all obligations of the type referred to in
clauses (i) through (v) above of other persons secured by any lien on any
property or asset of such obligor (whether or not such obligation is assumed by
such obligor), except for (1) any such indebtedness that is by its terms
subordinated to or pari passu with the Subordinated Debt Securities and (2) any
indebtedness between or among such obligor or its affiliates, including all
other debt securities and guarantees in respect of those debt securities issued,
to (a) any other NWPS Trust (as defined in the accompanying Prospectus), or a
trustee of such trust, and (b) any other trust, or a trustee of such trust,
partnership or other entity affiliated with the Company that is a financing
vehicle of the Company (a "financing entity") in connection with the issuance by
such financing entity of Preferred Securities or other securities that rank pari
passu with, or junior to, the Preferred Securities. Such Senior Indebtedness
shall continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions irrespective of any amendment, modification or waiver
of any term of such Senior Indebtedness.

The Indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued by the Company. As of March 31, 1995, Senior Indebtedness of
the Company aggregated approximately $124 million.

OPTIONAL REDEMPTION

The Company shall have the right to redeem the Subordinated Debt
Securities, in whole or in part, from time to time, on or after _____________,
or at any time in certain circumstances upon the occurrence of a Tax Event as
described under "Description of the Preferred Securities -- Special Event
Redemption or Distribution," upon not less than 30 nor more than 60 days notice,
at a redemption price equal to 100% of the principal amount to be redeemed plus
any accrued and unpaid interest, including Additional Interest, if any, to the
redemption date. If a partial redemption of the Preferred Securities resulting
from a partial redemption of the Subordinated Debt Securities would result in
the delisting of the Preferred Securities, the Company may only redeem the
Subordinated Debt Securities in whole.

INTEREST

Each Subordinated Debt Security shall bear interest at the rate of ____%
per annum from the original date of issuance, payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year (each, an "Interest
Payment Date"), commencing __________, 1995, to the person in whose name such
Subordinated Debt Security is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment Date.
In the event the Subordinated Debt Securities shall not continue to remain in
book-entry only form, the Company shall have the right to select record dates,
which shall be more than one Business Day prior to the Interest Payment Date.

The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. The amount of interest payable
for any period shorter than a full quarterly period for which interest is
computed, will be computed on the basis of the actual number of days elapsed per
30-day month. In the event that any date on which interest is payable on the
Subordinated Debt Securities is not a Business Day, then payment of the interest
payable

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on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, then such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.

OPTION TO EXTEND MATURITY DATE

The maturity date of the Subordinated Debt Securities is ___________, (the
"Scheduled Maturity Date"). The Company, however, may, before the Scheduled
Maturity Date, extend such maturity date no more than one time for up to an
additional [19] years from the Scheduled Maturity Date; provided that (a) the
Company is not in bankruptcy or otherwise insolvent, (b) the Company is not in
default on any Subordinated Debt Securities issued to a NWPS Trust or to any
trustee of such trust in connection with an issuance of Trust Securities by such
NWPS Trust, (c) the Company has made timely payments on the Subordinated Debt
Securities for the immediately preceding six quarters without deferrals, (d)
NWPS Capital is not in arrears on payments of distributions on the Preferred
Securities, (e) the Subordinated Debt Securities are rated Investment Grade by
any one of Standard & Poor's Rating Group, Moody's Investors Service, Inc.,
Fitch Investor Services, Duff & Phelps Credit Rating Company or any other
nationally recognized statistical rating organization, and (g) the final
maturity of such Subordinated Debt Securities is not later than the 49th
anniversary of the issuance of the Preferred Securities. Pursuant to the
Declaration, the Regular Trustees are required to give notice of the Company's
election to extend the Scheduled Maturity Date to the holders of the Preferred
Securities.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

The Company shall have the right at any time, and from time to time,
during the term of the Subordinated Debt Securities to defer payments of
interest by extending the interest payment period for a period not exceeding 20
consecutive quarters, at the end of which Extension Period, the Company shall
pay all interest then accrued and unpaid (including any Additional Interest, as
herein defined) together with interest thereon compounded quarterly at the rate
specified for the Subordinated Debt Securities to the extent permitted by
applicable law ("Compound Interest"); provided that, during any such Extension
Period, (a) the Company shall not declare or pay any dividends on, make any
distribution with respect to, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of its capital stock and (b) the Company shall not
make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities issued by the Company that rank pari
passu with or junior to the Subordinated Debt Securities; provided, however,
that, the foregoing restriction (a) does not apply to any stock dividends paid
by the Company where the dividend stock is the same as that on which the
dividend is paid.

Prior to the termination of any such Extension Period, the Company may
further defer payments of interest by extending the interest payment period;
provided, however, that, such Extension Period, including all such previous and
further extensions, may not exceed 20 consecutive quarters. Upon the
termination of any Extension Period and the payment of all amounts then due, the
Company may commence a new Extension Period, subject to the terms set forth in
this section. No interest during an Extension Period, except at the end
thereof, shall be

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<PAGE>

due and payable. The Company has no present intention of exercising its right
to defer payments of interest by extending the interest payment period on the
Subordinated Debt Securities. If the Property Trustee shall be the sole holder
of the Subordinated Debt Securities, the Company shall give the Regular Trustees
and the Property Trustee notice of its selection of such Extension Period one
Business Day prior to the earlier of (i) the date distributions on the Preferred
Securities are payable or (ii) the date the Regular Trustees are required to
give notice to the New York Stock Exchange (or other applicable self-regulatory
organization) or to holders of the Preferred Securities of the record date or
the date such distribution is payable. The Regular Trustees shall give notice
of the Company's selection of such Extension Period to the holders of the
Preferred Securities. If the Property Trustee shall not be the sole holder of
the Subordinated Debt Securities, the Company shall give the holders of the
Subordinated Debt Securities notice of its selection of such Extension Period
ten Business Days prior to the earlier of (i) the Interest Payment Date or (ii)
the date upon which the Company is required to give notice to the New York Stock
Exchange (or other applicable self-regulatory organization) or to holders of the
Subordinated Debt Securities of the record or payment date of such related
interest payment.

ADDITIONAL INTEREST

If at any time while the Property Trustee is the holder of the
Subordinated Debt Securities, NWPS Capital shall be required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any such case, the Company will pay as additional interest ("Additional
Interest") on the Subordinated Debt Securities such additional amounts as shall
be required so that the net amounts received and retained by NWPS Capital after
paying any such taxes, duties, assessments or other governmental charges will be
not less than the amounts NWPS Capital would have received had no such taxes,
duties, assessments or other governmental charges been imposed.

INDENTURE EVENTS OF DEFAULT

If any Indenture Event of Default shall occur and be continuing, the
Property Trustee, as the holder of the Subordinated Debt Securities, will have
the right to declare the principal of and the interest on the Subordinated Debt
Securities (including any Compound Interest and Additional Interest, if any) and
any other amounts payable under the Indenture to be forthwith due and payable
and to enforce its other rights as a creditor with respect to the Subordinated
Debt Securities. See "Description of the Subordinated Debt Securities -- Events
of Default" in the accompanying Prospectus for a description of the Events of
Default. An Indenture Event of Default also constitutes a Declaration Event of
Default. The holders of Preferred Securities in certain circumstances have the
right to direct the Property Trustee to exercise its rights as the holder of the
Subordinated Debt Securities. See "Description of the Preferred Securities --
Declaration Events of Default" and "Voting Rights."

BOOK-ENTRY AND SETTLEMENT

If distributed to holders of Preferred Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of NWPS Capital
as a result of the occurrence

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<PAGE>

of a Special Event, the Subordinated Debt Securities will be issued in the form
of one or more global certificates (each, a "Global Security") registered in the
name of the Depositary or its nominee. Except under the limited circumstances
described below, Subordinated Debt Securities represented by the Global Security
will not be exchangeable for, and will not otherwise be issuable as,
Subordinated Debt Securities in definitive form. The Global Securities
described above may not be transferred except by the depositary to a nominee of
the depositary or by a nominee of the depositary to the depositary or another
nominee of the depositary or to a successor depositary or its nominee.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in such a Global
Security.

Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Subordinated Debt
Securities in definitive form and will not be considered the holders (as defined
in the Indenture) thereof for any purpose under the Indenture, and no Global
Security representing Subordinated Debt Securities shall be exchangeable, except
for another Global Security of like denomination and tenor to be registered in
the name of the Depositary or its nominee or to a successor Depositary or its
nominee. Accordingly, each Beneficial Owner must rely on the procedures of the
Depositary or if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest to exercise any rights
of a holder under the Indenture.

THE DEPOSITARY

If Subordinated Debt Securities are distributed to holders of Preferred
Securities in liquidation of such holders' interests in NWPS Capital, DTC will
act as securities depositary for the Subordinated Debt Securities. For a
description of DTC and the specific terms of the depositary arrangements, see
"Description of the Preferred Securities -- Book-Entry Only Issuance -- The
Depository Trust Company." As of the date of this Prospectus Supplement, the
description therein of DTC's book-entry system and DTC's practices as they
relate to purchases, transfers, notices and payments with respect to the
Preferred Securities apply in all material respects to any debt obligations
represented by one or more Global Securities held by DTC. The Company may
appoint a successor to DTC or any successor depositary in the event DTC or such
successor depositary is unable or unwilling to continue as a depository for the
Global Securities.

None of the Company, NWPS Capital, the Indenture Trustee, any paying agent
and any other agent of the Company or the Indenture Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
for such Subordinated Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

DISCONTINUANCE OF THE DEPOSITARY'S SERVICES

A Global Security shall be exchangeable for Subordinated Debt Securities
registered in the names of persons other than the depositary or its nominee only
if (i) the depositary notifies the

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<PAGE>

Company that it is unwilling or unable to continue as a depositary for such
Global Security and no successor depositary shall have been appointed, (ii) the
depositary, at any time, ceases to be a clearing agency registered under the
Exchange Act at which time the depositary is required to be so registered to act
as such depositary and no successor depositary shall have been appointed, (iii)
the Company, in its sole discretion, determines that such Global Security shall
be so exchangeable or (iv) there shall have occurred an Event of Default with
respect to such Subordinated Debt Securities. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Subordinated Debt Securities registered in such names as the depositary shall
direct. It is expected that such instructions will be based upon directions
received by the depositary from its Participants with respect to ownership of
beneficial interests in such Global Security.

MISCELLANEOUS

The Indenture will provide that the Company will pay all fees and expenses
related to (i) the offering of the Trust Securities and the Subordinated Debt
Securities, (ii) the organization, maintenance and dissolution of NWPS Capital
and (iii) the retention of the NWPS Trustees and (iv) the enforcement by the
Property Trustee of the rights of the holders of the Preferred Securities. The
payment of such fees and expenses will be fully and unconditionally guaranteed
by the Company.

EFFECT OF OBLIGATIONS UNDER THE
SUBORDINATED DEBT SECURITIES AND THE GUARANTEE

As set forth in the Declaration, the sole purpose of NWPS Capital is to
issue the Trust Securities evidencing undivided beneficial interests in the
assets of NWPS Capital, and to invest the proceeds from such issuance and sale
in the Subordinated Debt Securities.

As long as payments of interest and other payments are made when due on
the Subordinated Debt Securities, such payments will be sufficient to cover
distributions and payments due on the Trust Securities because of the following
factors: (i) the aggregate principal amount of Subordinated Debt Securities
will be equal to the sum of the aggregate stated liquidation amount of the Trust
Securities; (ii) the interest rate and the interest and other payment dates on
the Subordinated Debt Securities will match the distribution rate and
distribution and other payment dates for the Preferred Securities; (iii) the
Company shall pay all costs and expenses of the Trust to the extent not
satisfied out of the Trust's assets; and (iv) the Declaration further provides
that the NWPS Trustees shall not cause or permit NWPS Capital to, among other
things, engage in any activity that is not consistent with the purposes of NWPS
Capital.

Payments of distributions (to the extent funds therefor are legally
available) and other payments due on the Preferred Securities (to the extent
funds therefor are legally available) are guaranteed by the Company as and to
the extent set forth under "Description of the Guarantees" in the accompanying
Prospectus. If the Company does not make interest payments on the Subordinated
Debt Securities purchased by NWPS Capital, it is expected that NWPS Capital will
not have sufficient funds to pay distributions on the Preferred Securities. The
Guarantee is a full

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<PAGE>

and unconditional guarantee from the time of its issuance but does not apply to
any payment of distributions unless and until NWPS Capital has sufficient funds
legally available for the payment of such distributions.

If the Company fails to make interest or other payments on the
Subordinated Debt Securities when due (taking account of any Extension Period),
the Declaration provides a mechanism whereby the holders of the Preferred
Securities, using the procedures described in "Description of the Preferred
Securities -- Book-Entry Only Issuance -- The Depository Trust Company" and "--
Voting Rights," may (i) appoint a Special Regular Trustee and (ii) direct the
Property Trustee to enforce its rights under the Subordinated Debt Securities.
If the Property Trustee fails to enforce its rights under the Subordinated Debt
Securities, a holder of Preferred Securities may, after a period of 30 days has
elapsed from such holder's written request to the Property Trustee to enforce
such rights, institute a legal proceeding against the Company to enforce the
Property Trustee's rights under the Subordinated Debt Securities without first
instituting any legal proceeding against the Property Trustee or any other
person or entity. The Company, under the Guarantee, acknowledges that the
Guarantee Trustee shall enforce the Guarantee on behalf of the holders of the
Preferred Securities. If the Company fails to make payments under the
Guarantee, the Guarantee provides a mechanism whereby the holders of the
Preferred Securities may direct the Guarantee Trustee to enforce its rights
thereunder. If the Guarantee Trustee fails to enforce the Guarantee, any holder
of Preferred Securities may, after a period of 30 days has elapsed from such
holder's written request to the Guarantee Trustee to enforce the Guarantee,
institute a legal proceeding directly against the Company to enforce the
Guarantee Trustee's rights under the Guarantee without first instituting a legal
proceeding against NWPS Capital, the Guarantee Trustee, or any other person.

The Company and NWPS Capital believe that the above mechanisms and
obligations, taken together, are substantially equivalent to a full and
unconditional guarantee by the Company of payments due on the Preferred
Securities. See "Description of the Guarantees -- General" in the accompanying
Prospectus.

UNITED STATES FEDERAL INCOME TAXATION

GENERAL

The following is a summary of certain of the material United States
federal income tax consequences of the purchase, ownership and disposition of
Preferred Securities. Unless otherwise stated, this summary deals only with
Preferred Securities held as capital assets by holders who purchase the
Preferred Securities upon original issuance ("Initial Holders"). It does not
deal with special classes of holders such as banks, thrifts, real estate
investment trusts, regulated investment companies, insurance companies, dealers
in securities or currencies, tax-exempt investors, or persons that will hold the
Preferred Securities as a position in a "straddle," as part of a "synthetic
security" or "hedge," as part of a "conversion transaction" or other integrated
investment, or as other than a capital asset. This summary also does not
address the tax consequences to persons whose functional currency is other than
the U.S. Dollar or the tax consequences to shareholders, partners or
beneficiaries of a holder of Preferred Securities.

S-36

<PAGE>

Further, it does not include any description of any alternative minimum tax
consequences or the tax laws of any state or local government or of any foreign
government that may be applicable to the Preferred Securities. This summary is
based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations thereunder and administrative and judicial interpretations thereof,
as of the date hereof, all of which are subject to change, possibly on a
retroactive basis.

CLASSIFICATION OF THE SUBORDINATED DEBT SECURITIES

In connection with the issuance of the Subordinated Debt Securities,
Schiff Hardin & Waite, special tax counsel to the Company and NWPS Capital, will
render its opinion generally to the effect that, although not entirely free from
doubt, under then current law and assuming full compliance with the terms of the
Indenture (and certain other documents), and based on certain facts and
assumptions contained in such opinion, the Subordinated Debt Securities held by
NWPS Capital will be classified for United States federal income tax purposes as
indebtedness of the Company.

CLASSIFICATION OF NWPS CAPITAL

In connection with the issuance of the Preferred Securities, Schiff Hardin
& Waite, special tax counsel to the Company and NWPS Capital, will render its
opinion generally to the effect that, under then current law and assuming full
compliance with the terms of the Declaration and the Indenture (and certain
other documents), and based on certain facts and assumptions contained in such
opinion, NWPS Capital will be classified for United States federal income tax
purposes as a grantor trust and not as an association taxable as a corporation.
Accordingly, for United States federal income tax purposes, each holder of
Preferred Securities will be considered the owner of an undivided interest in
the Subordinated Debt Securities, and each holder will be required to include in
its gross income any original issue discount ("OID") accrued with respect to its
allocable share of those Subordinated Debt Securities.

ORIGINAL ISSUE DISCOUNT

Because the Company has the option, under the terms of the Subordinated
Debt Securities, to defer payments of interest by extending interest payment
periods for up to [20] quarters, all payments in respect of the Subordinated
Debt Securities will treated as "original issue discount." Holders of debt
instruments issued with OID must include that discount in income on an economic
accrual basis before the receipt of cash attributable to the interest,
regardless of their method of tax accounting. Generally, all of a holder's
taxable interest income with respect to the Subordinated Debt Securities will be
accounted for as OID, and actual distributions of stated interest will not be
separately reported as taxable income. The amount of OID that accrues in any
month will approximately equal the amount of the interest that accrues on the
Subordinated Debt Securities in that month at the stated interest rate. In the
event that the interest payment period is extended, holders will continue to
accrue OID approximately equal to the amount of the interest payment due at the
end of the Extension Period on an economic accrual basis over the length of the
extended interest period.

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<PAGE>

Corporate holders of Preferred Securities will not be entitled to a
dividends received deduction with respect to any income recognized with respect
to the Preferred Securities.

MARKET DISCOUNT AND BOND PREMIUM

Holders of Preferred Securities other than Initial Holders may be
considered to have acquired their undivided interests in the Subordinated Debt
Securities with market discount or acquisition premium as such phrases are
defined for United States federal income tax purposes. Such holders are advised
to consult their tax advisors as to the income tax consequences of the
acquisition, ownership and disposition of the Preferred Securities.

RECEIPT OF SUBORDINATED DEBT SECURITIES OR CASH UPON LIQUIDATION OF NWPS CAPITAL

Under certain circumstances, as described under the caption "Description
of the Preferred Securities -- Special Event Redemption or Distribution,"
Subordinated Debt Securities may be distributed to holders in exchange for the
Preferred Securities and in liquidation of NWPS Capital. Under current law,
such a distribution, for United States federal income tax purposes, would be
treated as a non-taxable event to each holder, and each holder would receive an
aggregate tax basis in the Subordinated Debt Securities equal to such holder's
aggregate tax basis in its Preferred Securities. A holder's holding period in
the Subordinated Debt Securities so received in liquidation of NWPS Capital
would include the period during which the Preferred Securities were held by such
holder.

Under certain circumstances described herein (see "Description of the
Preferred Securities -- Special Event Redemption or Distribution"), the
Subordinated Debt Securities may be redeemed for cash and the proceeds of such
redemption distributed to holders in redemption of their Preferred Securities.
Under current law, such a redemption would, for United States federal income tax
purposes, constitute a taxable disposition of the redeemed Preferred Securities,
and a holder could recognize gain or loss as if it sold such redeemed Preferred
Securities for cash. See "United States Federal Income Taxation -- Sales of
Preferred Securities."

SALES OF PREFERRED SECURITIES

A holder that sells Preferred Securities will recognize gain or loss equal
to the difference between its adjusted tax basis in the Preferred Securities and
the amount realized on the sale of such Preferred Securities. A holder's
adjusted tax basis in the Preferred Securities generally will be its initial
purchase price increased by OID previously includible in such holder's gross
income to the date of disposition and decreased by payments received on the
Preferred Securities. Such gain or loss generally will be a capital gain or
loss and generally will be a long-term capital gain or loss if the Preferred
Securities have been held for more than one year.

The Preferred Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
Subordinated Debt Securities. A holder who disposes of his Preferred Securities
between record dates for payments of distributions thereon will be required to
include accrued but unpaid interest on the Subordinated Debt Securities through
the date of disposition in income as ordinary income, and to add such amount

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<PAGE>

to his adjusted tax basis in his pro rata share of the underlying Subordinated
Debt Securities deemed disposed of. To the extent the selling price is less
than the holder's adjusted tax basis (which will include, in the form of OID,
all accrued but unpaid interest) a holder will recognize a capital loss.
Subject to certain limited exceptions, capital losses cannot be applied to
offset ordinary income for United States federal income tax purposes.

UNITED STATES ALIEN HOLDERS

For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership, or a non-resident fiduciary of a foreign estate or trust.

Under present United States federal income tax law: (i) payments by NWPS
Capital or any of its paying agents to any holder of a Preferred Security that
is a United States Alien Holder will not be subject to United States federal
withholding tax; provided that (a) the beneficial owner of the Preferred
Security does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of the Company entitled to vote,
(b) the beneficial owner of the Preferred Security is not a controlled foreign
corporation that is related to the Company through stock ownership, and (c)
either (a) the beneficial owner of the Preferred Security certifies to NWPS
Capital or its agent, under penalties of perjury, that it is not a United States
holder and provides its name and address or (b) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Preferred Security in such capacity, certifies to
NWPS Capital or its agent, under penalties of perjury, that such statement has
been received from the beneficial owner by it or by a Financial Institution
between it and the beneficial owner and furnishes NWPS Capital or its agent with
a copy thereof; and (ii) a United States Alien Holder of a Preferred Security
will generally not be subject to United States federal income or withholding tax
on any gain realized upon the sale or other disposition of a Preferred Security,
except that a United States Alien Holder will be subject to United States income
tax on any gain if such United States Alien Holder (a) is engaged in a trade or
business in the United States and such gain is effectively connected to the
conduct of such trade or business or (b) is an individual present in the United
States for 183 days or more during the taxable year, and certain other
conditions are met.

INFORMATION REPORTING TO HOLDERS

Subject to the qualifications discussed below, income on the Preferred
Securities will be reported to holders on Forms 1099, which forms should be
mailed to holders of Preferred Securities by January 31 following each calendar
year.

NWPS Capital will be obligated to report annually to Cede & Co., as holder
of record of the Preferred Securities, the OID related to the Subordinated Debt
Securities that accrued during the year. NWPS Capital currently intends to
report such information on Form 1099 prior to January 31 following each calendar
year. The Underwriters have indicated to NWPS Capital that, to the extent that
they hold Preferred Securities as nominees for beneficial holders, they
currently

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<PAGE>

expect to report to such beneficial holders on Forms 1099 by January 31
following each calendar year. Under current law, holders of Preferred
Securities who hold as nominees for beneficial holders will not have any
obligation to report information regarding the beneficial holders to NWPS
Capital. NWPS Capital, moreover, will not have any obligation to report to
beneficial holders who are not also record holders. Thus, beneficial holders of
Preferred Securities who hold their Preferred Securities through the
Underwriters will receive Forms 1099 reflecting the income on their Preferred
Securities from such nominee holders rather than NWPS Capital.

BACKUP WITHHOLDING

Payments made in respect of, and proceeds from the sale of, the Preferred
Securities, or Subordinated Debentures distributed to Holders of Preferred
Securities, may be subject to a "backup" withholding tax of 31% unless the
holder complies with certain identification requirements. Any withheld amounts
will be allowed as a credit against the holder's United States federal income
tax, provided the required information is provided to the Service.

THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL
OR OTHER TAX LAWS.

UNDERWRITING

Under the terms and subject to the conditions contained in the
Underwriting Agreement dated the date hereof, each of the Underwriters named
below has severally agreed to purchase, and NWPS Capital has agreed to sell to
each of the Underwriters, severally, the respective number of Preferred
Securities set opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS PREFERRED SECURITIES
------------ --------------------
<S> <C>
Morgan Stanley & Co. Incorporated . . . . . . . .

Total . . . . . . . . . . . . . . . . . . .
-----------
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Preferred Securities are
subject to the approval of certain legal matters by their counsel and to certain
other conditions. In the Underwriting Agreement, the several Underwriters have
agreed, subject to the terms and conditions set forth therein, to purchase all
the Preferred Securities offered hereby if any of the Preferred Securities are
purchased. In the event of default by an Underwriter, the Underwriting
Agreement provides that,

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<PAGE>

in certain circumstances, the purchase commitments of the nondefaulting
Underwriters may be increased or the Underwriting Agreement may be terminated.

The Underwriters propose to offer all or part of the Preferred Securities
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus Supplement, and all or part to certain securities
dealers at a price that represents a concession not in excess of $_________ per
Preferred Security. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $___________ per Preferred Security to certain other
dealers. After the Preferred Securities are released for sale to the public,
the offering price and other selling terms may from time to time be varied by
the Representative.

Because the proceeds of the sale of the Preferred Securities will
ultimately be used to purchase the Subordinated Debt Securities of the Company,
the Underwriting Agreement provides that the Company will pay to the
Underwriters as compensation for their services, $_______ per Preferred Security
(or $________ in the aggregate); provided that such compensation will be
$___________ per Preferred Security sold to certain institutions.

During a period of 30 days from the date of the Prospectus Supplement,
neither NWPS Capital nor the Company will, without the prior written consent of
the Underwriters, directly or indirectly, sell, offer to sell, grant any option
for the sale of, or otherwise dispose of, any Preferred Securities, any security
convertible into or exchangeable into or exercisable for Preferred Securities or
any equity securities substantially similar to the Preferred Securities (except
for any series of Subordinated Debt Securities and the Preferred Securities
offered hereby).

Application has been made to list the Preferred Securities on the New York
Stock Exchange. Listing will be contingent upon meeting the requirements of the
New York Stock Exchange, including those relating to distribution. If listing
is approved, trading of the Preferred Securities on the New York Stock Exchange
is expected to commence within a 30-day period after the initial delivery of the
Preferred Securities. The Representative has advised NWPS Capital that it
intends to make a market in the Preferred Securities prior to the commencement
of trading on the New York Stock Exchange. The Representative will have no
obligation to make a market in the Preferred Securities, however, and may cease
market making activities, if commenced, at any time.

NWPS Capital and the Company have agreed to indemnify the Underwriters
against, or contribute to payments that the Underwriters may be required to make
in respect of, certain liabilities, including liabilities under the Securities
Act of 1933, as amended.

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<PAGE>
LEGAL MATTERS

The validity of the Preferred Securities, the Subordinated Debt
Securities, the Guarantee and certain matters relating thereto will be passed
upon for the Company and NWPS Capital by Schiff Hardin & Waite, Chicago,
Illinois, and on behalf of the Underwriters by Winthrop, Stimson, Putnam &
Roberts, New York, New York. Certain matters of Delaware law relating to the
validity of the Preferred Securities will be passed upon by Richards, Layton &
Finger, Wilmington, Delaware, special Delaware counsel to the Company and NWPS
Capital.

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.

PROSPECTUS (Subject to Completion, Issued __________________, 1995)

$200,000,000

NORTHWESTERN PUBLIC SERVICE COMPANY

MORTGAGE BONDS
SUBORDINATED DEBT SECURITIES
COMMON STOCK

NWPS CAPITAL FINANCING I
NWPS CAPITAL FINANCING II
NWPS CAPITAL FINANCING III

PREFERRED SECURITIES

GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
NORTHWESTERN PUBLIC SERVICE COMPANY

-------------------

Northwestern Public Service Company, a Delaware corporation (the
"Company"), may offer from time to time, together or separately, (i) mortgage
bonds ("Mortgage Bonds"); (ii) subordinated debt securities ("Subordinated Debt
Securities"); and (iii) common stock, par value $3.50 per share ("Common
Stock").

NWPS Capital Financing I, NWPS Capital Financing II and NWPS Capital
Financing III (each, a "NWPS Trust"), each a statutory business trust formed
under the laws of the State of Delaware, may offer, from time to time, preferred
securities representing undivided beneficial interests in the assets of the
respective NWPS Trusts ("Preferred Securities"). The payment of periodic cash
distributions ("distributions") with respect to Preferred Securities of a
particular NWPS Trust out of moneys held by that NWPS Trust, and payments on

<PAGE>

liquidation, redemption or otherwise with respect to such Preferred Securities,
will be guaranteed by the Company to the extent described herein ("Guarantee").
See "Description of the Guarantees" below. The Company's obligations under each
Guarantee are subordinate and junior in right of payment to all other
liabilities of the Company and rank pari passu with the most senior preferred
stock issued from time to time by the Company. The Subordinated Debt Securities
may be issued and sold from time to time in one or more series by the Company to
a NWPS Trust, or a trustee of such trust, in connection with the investment of
the proceeds from the offering of Preferred Securities and Common Securities (as
defined herein) of such NWPS Trust. The Subordinated Debt Securities purchased
by a NWPS Trust may be subsequently distributed pro rata to holders of Preferred
Securities and Common Securities in connection with the dissolution of such NWPS
Trust upon the occurrence of certain events as may be described in an
accompanying Prospectus Supplement. The Subordinated Debt Securities will be
unsecured and subordinate and junior in right of payment to certain other
indebtedness of the Company as may be described in the accompanying Prospectus
Supplement.

The Mortgage Bonds, Subordinated Debt Securities and Common Stock of the
Company, and the Preferred Securities of any NWPS Trust, are collectively
referred to herein as the "Offered Securities."

The Offered Securities may be issued in one or more series or issuances in
an amount not to exceed in the aggregate $200,000,000, based on the initial
offering price, with the amounts, prices and terms to be determined at or prior
to the time of sale and set forth in one or more supplements to this Prospectus
(each, a "Prospectus Supplement").

Certain specific terms of the particular Offered Securities in respect of
which this Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement, including, where applicable, the initial public offering
price of the Offered Securities, the net proceeds thereof to the Company or a
NWPS Trust, as applicable, any listing of such Offered Securities on a
securities exchange and any other special terms. The Prospectus Supplement will
also set forth certain other information with regard to Offered Securities being
offered, including without limitation, the following: (i) in the case of
Mortgage Bonds, the series designation, aggregate principal amount, authorized
denominations, maturity, interest rate (which may be fixed or variable) or
method of calculation of interest and date of payment of any interest, and any
exchange, conversion, redemption, sinking fund, or credit enhancement provisions
and other special terms of each series; (ii) in the case of Subordinated Debt
Securities, the specific designation, aggregate principal amount, authorized
denomination, maturity, interest rate (which may be fixed or variable) or method
of calculation of interest, date of payment of any interest, any premium, the
place or places where principal of, premium, if any, and any interest on such
Subordinated Debt Securities will be payable, the right of the Company, if any,
to defer payment of interest on the Subordinated Debt Securities and the maximum
length of such deferral period, any exchange, conversion, redemption or sinking
fund provisions, and any security, subordination or other terms in connection
with the offering and sale of the Subordinated Debt Securities

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in respect of which this Prospectus is delivered; (iii) in the case of Common
Stock, the number of shares and the terms of offering thereof; and (iv) in the
case of Preferred Securities, the designation, number of securities, liquidation
preference per security, distribution rate (or method of calculation thereof),
dates on which distributions shall be payable and dates from which distributions
shall accrue, any voting rights, any exchange, conversion, redemption or sinking
fund provisions, any other rights, preferences, privileges, limitations or
restrictions relating to the Preferred Securities and the terms upon which the
proceeds of the sale of the Preferred Securities shall be used to purchase a
specific series of Subordinated Debt Securities of the Company. If so specified
in the applicable Prospectus Supplement, Offered Securities may be issued in
whole or in part in the form of one or more temporary or global securities.

The Prospectus Supplement will also contain information, where applicable,
about certain United States federal income tax considerations relating to the
Offered Securities covered by the Prospectus Supplement.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

--------------------------

The Offered Securities will be sold directly, through agents, underwriters
and dealers, including Morgan Stanley & Co. Incorporated, as designated from
time to time, or through a combination of such methods. See "Plan of
Distribution." The names of such agents, underwriters or dealers and any
applicable commissions or discounts will be set forth in, or may be calculated
from, the Prospectus Supplement. See "Plan of Distribution" for a description
of any indemnification arrangements between the Company, each of the NWPS Trusts
and any underwriters, dealers or agents.

This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.

MORGAN STANLEY & CO.
INCORPORATED

June __, 1995

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AVAILABLE INFORMATION

The Company and the NWPS Trusts have filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3 (including
any amendments thereto, the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Offered
Securities. This Prospectus does not contain all of the information set forth
in the Registration Statement and the exhibits and schedules thereto, certain
portions of which have been omitted pursuant to the rules of the Commission.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are not necessarily complete. With respect to each such
contract, agreement or other document filed or incorporated by reference as an
exhibit to the Registration Statement, reference is made to such exhibit for a
more complete description of the matter involved, and each such statement is
qualified in its entirety by such reference.

The Company and Synergy Group Incorporated ("Synergy"), the corporation
which the Company proposes to acquire (see "Pending Acquisition of Synergy Group
Incorporated"), are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith file reports and other information with the Commission, including
proxy statements in the case of the Company, but not Synergy. Reports, proxy
statements and other information filed by the Company and Synergy with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and
at Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of
such materials may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports, proxy statements and other information concerning the Company may
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which exchange certain of the Company's
securities are listed. Information in this Prospectus concerning Synergy has
been obtained from reports and other information filed by Synergy with the
Commission.

No separate financial statements of any of the NWPS Trusts have been
included herein. The Company and the NWPS Trusts do not consider that such
financial statements would be material to holders of the Preferred Securities
because (i) all of the common securities of the NWPS Trusts will be owned,
directly or indirectly, by the Company, a reporting company under the Exchange
Act, (ii) each of the NWPS Trusts is a newly organized special purpose entity,
has no operating history and has no independent operations but exists for the
sole purpose of issuing securities representing undivided beneficial interests
in the assets of such NWPS Trust and investing the proceeds thereof in
Subordinated Debt Securities issued by the Company, and (iii) the obligations of
each of the NWPS Trusts under the Trust Securities (as defined herein) are fully
and unconditionally

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guaranteed by the Company to the extent that such NWPS Trust has funds legally
available to meet such obligations. See "Description of the Subordinated Debt
Securities" and "Description of the Guarantees."

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;

(d) The Company's Current Report on Form 8-K filed June 21, 1995.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), or 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Offered Securities shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein, or
in the Prospectus Supplement for the offering of the particular Offered
Securities, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY
INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS INCORPORATES.
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO MS. ROGENE THADEN,
TREASURER,NORTHWESTERN PUBLIC SERVICE COMPANY, 33 THIRD STREET S.E., HURON,
SOUTH DAKOTA 57350-1318, TELEPHONE NUMBER 605-353-8320.

THE COMPANY

The Company's principal business is energy distribution. The Company is
engaged as an electric and gas utility in generating, transmitting,
distributing, and selling electric energy in eastern South Dakota, where it
furnishes electric service to approximately 54,900 customers in more than 100
communities and adjacent rural areas and in purchasing, distributing, selling,
and transporting natural gas to approximately 75,000 customers in four

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communities in Nebraska and 56 communities in eastern South Dakota. The
Company, through its subsidiaries, is also engaged in certain nonutility
operations as more fully discussed under the caption "Nonutility Operations" and
has recently contracted to acquire Synergy Group Incorporated, a major propane
distribution company. See "Pending Acquisition of Synergy Group Incorporated."
The Company was incorporated under the laws of the State of Delaware in 1923 and
has its principal office at 33 Third Street SE, Huron, South Dakota 57350-1318.
Its telephone number is 605-352-8411.

ELECTRIC BUSINESS

On a fully consolidated basis, 46% of the Company's 1994 operating revenues
were from the sale of electric energy. All of the Company's electric revenues
are derived from customers in South Dakota.

By customer category, 33% of 1994 total electric sales was from residential
sales, 50% was from commercial and industrial sales, 2% was from street lighting
and sales to public authorities, and 15% was from sales for resale. The Company
has relatively few large customers in its service territory.

Sales for resale primarily include power pool sales to other utilities.
Power pool sales fluctuate from year to year depending on a number of factors
including the Company's availability of excess short-term generation and the
ability to sell the excess power to other utilities in the power pool. The
Company also sells power and energy at wholesale to certain municipalities for
resale and to various governmental agencies.

The Company shares in the ownership of the Big Stone Generating Plant ("Big
Stone"), located near Big Stone City in northeastern South Dakota, the Coyote I
Electric Generating Plant ("Coyote"), located near Beulah, North Dakota, and the
Neal Electric Generating Unit #4 ("Neal"), located near Sioux City.

At December 31, 1994, the aggregate net summer peaking capacity of all
Company-owned electric generating units was 309,480 kw, consisting of 105,711 kw
from Big Stone (the Company's 23.4% share), 42,600 kw from Coyote (the Company's
10.0% share), 54,169 kw from Neal (the Company's 8.7% share), and 107,000 kw
from internal combustion turbine units and small diesel units, used primarily
for peaking purposes.

The Company is a summer peaking utility. The 1994 peak demand of 229,922
kw occurred on July 18, 1994. Total system capability at the time of peak was
309,480 kw. The reserve margin for 1994 was 35%. The minimum reserve margin
requirement as determined by the members of the Mid-Continent Area Power Pool,
of which the Company is a member, is 15%.

The Company has an integrated resource plan to identify how to meet the
energy needs of its customers. The plan includes estimates of customer usage
and programs to

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provide for economic, reliable, and timely supplies of energy. The plan does
not anticipate the need for additional baseload generating capacity for the
Company for at least the next 10 years.

All of the Company's baseload plants are fueled by coal. The Company has
maintained competitive electric rates when compared to neighboring utilities and
has a competitive electric baseload generating production cost, which includes
fuel and plant operating expenses, of less than 1.5 cents per kilowatt hour.
Lignite and sub-bituminous coal were utilized by the Company as fuel for
virtually all of the electric energy generated during 1994. The continued
delivery of lignite and sub-bituminous coal to the three large steam generating
units in which the Company is part owner is reasonably assured by contracts
covering various periods of the operating lives of these units.

GAS BUSINESS

On a fully consolidated basis, 40% of the Company's 1994 operating revenues
were from the sale of gas energy. During 1994, the Company derived 56% of its
gas revenues from South Dakota and 44% from Nebraska. The Company's peak daily
sendout was 128,700 MMBTU.

For the year ended December 1994, 44% of the Company's gas sales were from
residential customers and 56% of sales were from commercial and industrial
sales. During the last five years the Company has expanded its gas distribution
operations to serve 29 new communities in South Dakota.

The Company owns and operates natural gas distribution systems serving
approximately 36,000 customers in eastern South Dakota, for which it purchases
gas from various gas marketing firms under gas transportation service agreements
with various gas marketing firms. These agreements provide for firm deliverable
pipeline capacity of approximately 49,300 MMBTU per day in South Dakota. The
Company has service agreements with Northern Natural Gas Company ("NNG")
providing for firm transportation of natural gas. While NNG has eliminated
nearly all of its gas supply activities, the Company has supply contracts in
place and peak shaving capacity to meet its peak day system needs.

In Nebraska, the Company owns and operates natural gas distribution systems
serving approximately 39,000 retail customers in the village of Alda and the
cities of Grand Island, Kearney, and North Platte, Nebraska. The Company
purchases much of its natural gas for these systems from KN Gas Supply Co. under
a seven-year service agreement entered into in 1993. The Company also purchases
certain quantities of gas for its Nebraska customers from various gas marketing
firms. These agreements provide for firm deliverable pipeline capacity of
approximately 49,600 MMBTU per day in Nebraska.

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To supplement firm gas supplies, the Company has contracts for underground
natural gas storage services to meet the heating season and peak day
requirements of its gas customers. In addition, the Company also owns and
operates six propane-air plants with a total rated capacity of 18,000 MMBTU per
day, or approximately 14% of peak day requirements. The propane-air plants
provide an economic alternative to pipeline transportation charges to meet the
extreme peaks caused by customer demand on extremely cold days.

A few of the Company's industrial customers purchase their natural gas
requirements directly from gas marketing firms for transportation and delivery
through the Company's distribution system. The transportation rates have been
designed to make the Company economically indifferent as to whether the Company
sells and transports gas or only transports gas.

COMPETITION

Although the Company's electric service territory is assigned according to
the South Dakota Public Utilities Act, and the Company has the right to provide
electric service to present and future electric customers in its assigned
service area for so long as the service provided is deemed adequate, the energy
industry in general has become increasingly competitive. Electric service also
competes with other forms of energy and the degree of competition may vary from
time to time depending on relative costs and supplies of other forms of energy.

The National Energy Policy Act of 1992 was designed to promote energy
efficiency and increased competition in the electric wholesale markets. Such
Act also allows the Federal Energy Regulatory Commission ("FERC") to order
wholesale wheeling by public utilities to provide utility and nonutility
generators access to public utility transmission facilitates. The FERC is
currently investigating a restructuring of the electric utility industry. Many
states are currently considering retail wheeling, which aims to provide all
customers with the right to choose their electricity supplier. No regulatory
proposals have yet been formally introduced in South Dakota.

FERC Order 636 requires, among other provisions, that all companies with
natural gas pipelines separate natural gas supply or production services from
transportation service and storage businesses. This allows gas distribution
companies, such as the Company, and individual customers to purchase gas
directly from producers, third parties, and various gas marketing entities and
transport it through the suppliers' pipelines. While Order 636 had positive
aspects by providing for more diversified supply and storage options, it also
required the Company to assume responsibility for the procurement,
transportation, and storage of natural gas. The alternatives now available
under Order 636 create additional pressure on all distribution companies to keep
gas supply and transportation pricing competitive, particularly for large
customers.

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WEATHER

Weather fluctuations in the Company's service area have the greatest
influence on the Company's revenues from year to year. Typically gas sales peak
when colder winter weather patterns create increased winter heating needs while
sales decline during warmer winter periods. Electric sales peak during warmer
summer periods due to increased air conditioning sales while cooler summer
weather patterns produce less sales of electric energy.

REGULATION

The Company is a "public utility" within the meaning of the Federal Power
Act and the South Dakota Public Utilities Act and, as such, is subject to the
jurisdiction of, and regulation by, FERC with respect to issuance of securities,
the South Dakota Public Utilities Commission ("PUC") with respect to electric
service territories, and both FERC and the PUC with respect to rates, service,
accounting records, and in other respects. The State of Nebraska has no
centralized regulatory agency which has jurisdiction over the Company's
operations in that state; however, the Company's natural gas rates are subject
to regulation by the municipalities in which it operates.

Under the South Dakota Public Utilities Act, enacted in 1975, a requested
rate increase may be implemented by the Company 30 days after the date of its
filing unless its effectiveness is suspended by the PUC and, in such event, can
be implemented subject to refund with interest six months after the date of
filing, unless sooner authorized by the PUC. The Company's electric rate
schedules provide that it may pass along to all classes of customers qualified
increases or decreases in the cost of fuel used in its generating stations and
in the cost of fuel included in purchased power. A purchased gas adjustment
provision in its gas rate schedules permits the company to pass along to gas
customers increases or decreases in the cost of purchased gas.

The Company's last electric rate increase amounted to less than 1% in May,
1985. On May 26, 1994, the Company filed for a $2.4 million increase in South
Dakota natural gas revenues. As a result of a negotiated settlement with the
PUC on November 15, 1994, the Company implemented rates which will produce
additional annual natural gas revenues of $2.1 million, assuming normal weather,
representing an overall increase of 6.2%. On December 30, 1994, the Company
filed for increased rates applicable to its Nebraska natural gas service area.
A proposed settlement resulting in an annual increase of 8.2% has been presented
to the Nebraska municipalities for approval.

CAPITAL SPENDING AND FINANCING

The Company's primary capital requirements include the funding of its
utility construction and expansion programs, the funding of debt and preferred
stock retirements

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and sinking fund requirements, and the funding of its corporate development and
investment activities.

Expenditures for regulated utility construction activities for 1994, 1993,
and 1992 were $22.7 million, $20.0 million, and $18.5 million. Construction
expenditures during the last three years included expenditures related to the
installation of an additional 43 mw of internal electric peaking capacity, the
expansion of the Company's natural gas system into 29 additional communities in
eastern South Dakota, and to construction of an operations center which will
provide future cost savings and operating efficiencies through consolidation of
activities. Construction expenditures for the Company's regulated utility
businesses are estimated to be $19.3 million in 1995. The majority of these
projected expenditures will be spent on enhancements of the electric and gas
distribution systems and completion of the operations center. Estimated
construction expenditures for the Company's regulated utility businesses for the
years 1995 through 1999 are expected to be approximately $69 million.

Capital requirements for the mandatory retirement of long-term debt and the
mandatory preferred stock sinking fund redemption totaled $600,000, $180,000,
and $513,000, for the years ended 1994, 1993, and 1992. It is expected that
such mandatory retirements will be $600,000 in 1995, $1,080,000 in 1996,
$570,000 in 1997, $20.6 million in 1998, and $13.5 million in 1999.

NONUTILITY OPERATIONS

NORTHWESTERN GROWTH CORPORATION ("NGC"). NGC was incorporated under the
laws of South Dakota in 1994 to pursue and manage nonutility investments and
development activities. Although the primary focus of NGC's investment program
will be to seek growth opportunities in the energy, energy equipment, and energy
services industries, NGC will also continue to pursue opportunities in existing
and emerging growth entities in nonenergy industries that meet return and
capital gain requirements. Along with a portfolio of marketable securities,
NGC's assets include the investments of three subsidiaries: Northwestern
Networks, Inc., Northwestern Systems, Inc., and SYN Inc.

NORTHWESTERN NETWORKS, INC. ("NNI"). NNI was incorporated in South Dakota
in 1986. NNI holds a common stock investment in LodgeNet Entertainment
Corporation, a provider of television entertainment and information systems to
hotels and motels.

NORTHWESTERN SYSTEMS, INC. ("NSI"). NSI was incorporated in South Dakota
in 1986. NSI owns all of the common stock ownership in Lucht, Inc., a firm that
develops, manufactures, and markets multi-image photographic printers and other
related equipment.

SYN INC. ("SYN"). SYN, a Delaware corporation, was formed for the purpose
of acquiring Synergy Group Incorporated, a major propane distributor. See
"Pending Acquisition of Synergy Group Incorporated."

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GRANT, INC. Grant, Inc., which holds title to property not used in the
Company's utility business, was incorporated in South Dakota in 1972.

PENDING ACQUISITION OF SYNERGY GROUP INCORPORATED

GENERAL

On May 17, 1995, SYN entered into a Purchase and Sale Agreement (the
"Acquisition Agreement") with Synergy Group Incorporated, a Delaware corporation
("Synergy"), S & J Investments and the stockholders of Synergy (the "Synergy
Stockholders"), providing for the acquisition by SYN of Synergy and its
subsidiaries and of certain operating equipment which Synergy has been leasing
from S & J Investments (the "Acquisition"). NGC, the immediate parent
corporation of SYN, joined in the Acquisition Agreement to guarantee SYN's
performance thereof.

Under the terms of the Acquisition Agreement, the Acquisition is subject to
various conditions and approvals, including the accuracy of various
representations and warranties made by the sellers as to the business, assets,
financial condition and results of operations of Synergy and its subsidiaries,
the obtaining of financing needed by SYN for the Acquisition, the issuance of
orders by the FERC authorizing the Company's issuance of the securities offered
under this Prospectus, the net proceeds from which are to be used to provide
such financing for SYN (see "Use of Proceeds"), and the expiration or
termination of the waiting period for the Acquisition under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976.

The Acquisition will be an expansion of the Company's energy distribution
business, which currently is primarily regulated electric and gas utility
distribution. See "The Company". Two of the Company's corporate objectives are
intended to be accomplished through the Acquisition. The immediate objective is
to expand the Company's energy distribution business. The second, longer-term
objective, is to use the business acquired from Synergy as a base for possible
future acquisitions in the propane distribution industry which, unlike the
Company's electric and gas public utility business, is not regulated as to rates
or territory served. The propane distribution industry currently consists of
approximately 8,000 retail propane marketing companies in the continental United
States, with propane being the fourth largest source of energy marketed at
retail in the United States, following electricity, natural gas and fuel oil.

As a result of the factors affecting Synergy's business, see "Business of
Synergy", the Company expects that its consolidated revenues and earnings may be
subject to increased variability following consummation of the Acquisition.

BUSINESS OF SYNERGY

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Synergy, headquartered in Farmingdale, New York, is a multi-state marketer
principally engaged in the retail distribution of propane and other fuels for
residential, commercial, industrial, agricultural and other uses. Synergy's
propane sales during the past three fiscal years represented approximately 83%
of its annual revenues, of which the major portion (approximately 52% of propane
revenues in fiscal year 1994) resulted from sales to customers who utilize
propane for residential purposes, primarily for home heating, water heating and
cooking. The balance of propane sales are primarily for commercial, industrial
and agricultural use. Synergy also sells propane for use as engine fuel for
forklifts and over-the-road vehicles. Synergy currently maintains 152 retail
branches which service approximately 200,000 customers in 23 states, primarily
in rural and suburban areas of the Northeast, Mid-Atlantic, Southeast and
Southcentral regions of the United States. According to available industry
data, Synergy is, based upon volume sold, one of the nation's 10 largest
retailers of propane.

Synergy also sells gasoline, diesel and aviation fuel, and appliances and
equipment which use propane, and is engaged in the sale, repair and leasing of
forklift trucks.

Synergy purchases propane from major domestic oil companies as well as
independent oil and liquid gas producers. These producers ship the propane via
pipeline to immediate supply terminals at which Synergy's large transport trucks
take delivery and transport the propane to bulk storage tanks. Synergy's fleet
of over 500 tank trucks delivers the propane from these bulk storage facilities
to approximately 193,000 propane storage tanks or cylinders which it leases to
its customers and which are located at customer premises. These tanks are used
exclusively to hold propane purchased from Synergy, thereby promoting the
stability of Synergy's customer base.

The retail propane industry is mature, with only limited growth in total
demand for the product foreseen. The Company expects the overall demand for
propane to remain relatively constant over the next several years, with year-to-
year industry volumes being impacted primarily by weather patterns. Therefore,
Synergy's ability to grow within the industry will be dependent on its ability
to acquire other retail distributors, on the success of opening new district
locations and on the success of its marketing efforts to acquire new customers.

Synergy competes with other distributors of propane, including several
major companies and several thousand small independent operators. Synergy's
ability to compete effectively depends on the reliability of its service, its
responsiveness to customers and its ability to maintain competitive retail
prices.

Synergy competes for customers against suppliers of electricity, fuel oil
and natural gas. In the last two decades, many new homes were built, and older
homes converted to use electrical heating systems and appliances. Electricity
is a major competitor of propane, but propane generally enjoys a substantial
competitive price advantage over electricity. The Company believes that fuel
oil does not present a significant competitive threat in Synergy's

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primary service areas because: (i) propane is a residue-free, cleaner energy
source, (ii) environmental concerns makes fuel oil relatively unattractive, and
(iii) fuel oil appliances generally are not as efficient as propane appliances.
Furnaces and appliances that burn propane will not operate on fuel oil, and
therefore a conversion from one fuel to the other requires the installation of
new equipment. Synergy's customers will have an incentive to switch to fuel oil
only if fuel oil becomes significantly less expensive than propane. Synergy
generally does not attempt to sell propane in areas served by natural gas
distribution systems, except sales for specialized industrial applications
because the price per equivalent energy unit of propane is, and has historically
been, higher than that of natural gas. To use natural gas, however, a retail
customer must be connected to a distribution system provided by a local utility.
Natural gas is not expected by management of the Company to create significant
competition for Synergy in areas that are not currently served by natural gas
distribution systems because of the costs involved in building or connecting to
a natural gas distribution system.

The propane gas distribution business is affected by economic and other
factors, some of which are beyond the control of the Synergy, such as weather
conditions. Synergy's business is highly seasonal, with a substantial portion
of its revenues customarily being generated during the six month winter period
ending in March. Synergy's business was adversely affected by the unusually
warm winter conditions in fiscal 1995. Warm winter conditions in the future
periods may adversely affect Synergy's revenues, operating income and cash flow
in such years.

The retail propane business is a "margin-based" business in which gross
profits are dependent upon the excess of the sales price over the propane supply
costs. Propane is a commodity, and, as such, its unit price is subject to
changes in response to changes in supply or other market conditions.
Consequently the unit price of propane purchased by Synergy, as well as other
marketers, can change rapidly over a short period. In general, product supply
contracts permit suppliers to charge posted prices at the time of delivery or
the current prices established at major storage points. If rapid increases in
the wholesale cost of propane cannot be immediately passed on to retail
customers, such increases may reduce margins on retail sales. Consequently,
Synergy's profitability will be sensitive to changes in wholesale propane
prices.

ACQUISITION CONSIDERATION

The consideration to be paid by SYN for the Acquisition, in addition to
assuming various liabilities of Synergy and its subsidiaries, consists of (i)
cash in the amount of $137,500,000, which amount will be subject to adjustment
upward or downward according to whether the working capital of Synergy (as
specifically defined in the Acquisition Agreement) exceeds or is less than
$21,042,000 at the time of closing of the Acquisition, (ii) a promissory note
payable by SYN in the principal amount of $1,250,000, and (iii) the issuance to
the Synergy Stockholders of 17,500 shares of the Common Stock of SYN (17.5% of
the total that will be outstanding) and 2,500 shares of the 15% Series A
Cumulative

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Preferred Stock of SYN (valued at $2,500,000), such shares of preferred stock
being part of a series of preferred stock of SYN for which the remaining 50,000
shares are expected to be issued to the Company or NGC in exchange for a
$50,000,000 portion of the long-term financing which the Company and NGC expect
to provide to SYN. Synergy's loan indebtedness ($88.1 million at March 31,
1995) will be paid from the cash portion of the consideration for the
Acquisition.

MANAGEMENT OF SYNERGY

The Acquisition will be made in association with Empire Gas Corporation
("Empire Gas"), a large propane distribution company headquartered in Lebanon,
Missouri, which has a management experienced in the retail propane distribution
business. NGC and SYN have entered into a management agreement (the "Management
Agreement") with Empire Gas, pursuant to which Empire Gas has been engaged to
perform the planning and management of the assets and business operations of SYN
and its subsidiaries, subject to the direction of the Board of Directors of SYN,
following the Acquisition (the "Management Services").

It is planned that, immediately upon the consummation of the Acquisition,
substantial changes will be made in the management and operation of the acquired
business in order to achieve improvement in the results of operations of the
business. NGC and Empire Gas will implement significant cost efficiency
measures to reduce the Synergy operating, selling and general and administrative
expenses. These measures include the elimination of employee positions,
corporate overhead and field location operating expenses. The Synergy
headquarters office operations will be consolidated with the Empire Gas
corporate offices in Lebanon, Missouri resulting in substantial expense savings.
Another significant portion of the expense reductions is represented by the
elimination of compensation and vehicle lease expenses previously paid to the
Synergy Stockholders. In addition to operating cost reductions, the Company's
post acquisition financing and capitalization plan for Synergy will reduce
overall financing expenses and provide capital for growth that previously was
not available prior to the acquisition. See "Northwestern Public Service
Company and Synergy Group Incorporated Pro Forma Financial Information".

As compensation for the Management Services, SYN will pay Empire Gas a
Fixed Fee and a Management Fee. The Fixed Fee is intended to cover Empire Gas'
operating overhead in performing the Management Services and initially will be
$3,250,000 per annum, subject to adjustment annually based upon increases in the
Consumer Price Index. The Management Fee will be at the annual rate of $500,000
per annum plus 10% of the amount by which the earnings before interest, taxes,
depreciation and amortization of SYN and its subsidiaries, on a consolidated
basis, exceed certain threshold amounts.

At the time of the Acquisition, Empire Gas will purchase 10% of the common
stock of SYN for $10,000 and will have an ongoing option to purchase from NGC an
additional 20% of the common stock of SYN for $20,000. However, according to
the formula stated in another agreement among SYN, Empire Gas and NGC, NGC will
be allowed to

-15-
<PAGE>

reacquire from Empire Gas up to 7,500 shares of such common stock of SYN,
without payment, if Empire Gas fails to achieve certain cumulative results from
the management of SYN and its subsidiaries while the Management Agreement
remains in effect.

The term of the Management Agreement extends to June 30, 2000 and continues
year to year thereafter unless terminated earlier by SYN or Empire Gas. The
Management Agreement may be terminated by either party prior to the expiration
of the term on any one of several grounds specified in the Agreement. The
Management Agreement includes a right of termination by SYN if its operating
results do not exceed prescribed thresholds which increase annually as specified
therein. In the event the Management Agreement is terminated by Empire Gas, SYN
has the right to the use of the personnel and facilities of Empire Gas for a
period of up to 18 months while developing an alternative for Empire Gas'
services.

THIRD PARTY OPTION

NGC and SYN have entered into an agreement with an unrelated party,
granting that party an option to purchase certain of the retail branches to be
acquired by SYN from Synergy (the "Option"). The Option must be exercised
fifteen days prior to the Acquisition closing. Under the Option, the purchase
must occur immediately after the closing of the Acquisition and the purchase
price is payable in cash and will be based on the price paid by SYN to Synergy
for such outlets. Such cash price is estimated to be approximately $40 million,
which would decrease SYN's cash payment for the Acquisition to approximately
$100 million, which reduction would be applied to reduce the long-term
investment in securities to be issued by SYN to NGC or the Company and the loan
to be made by NGC to SYN.

CAPITALIZATION OF SYN

The capitalization of SYN, taking into account the financing intended to be
provided to SYN by the Company and NGC from the net proceeds of the securities
being offered under this Prospectus (see "Use of Proceeds"), is planned to be as
follows at the time of the Acquisition closing (assuming exercise of the
Option):

Common Stock (100,000 shares outstanding):

NGC (72,500 shares)(1) $72,500.00

____________________
(1) Empire Gas has an option to purchase 20,000 of the shares owned by NGC for
a price of $1 per share.

-16-
<PAGE>

Empire Gas (10,000 shares)(1) 10,000.00
(Former) Synergy Stockholders (17,500 shares)(2) 17,500.00
$100,000.00
15% Series A Cumulative Preferred Stock (52,500 shares outstanding):

NGC (50,000 shares) $50,000,000.00
(Former) Synergy Stockholders (2,500 shares)(2) 2,500,000.00
$52,500,000.00

Long Term Debt:

Secured Term Loan from NGC(3) $52,500,000.00
Total Capitalization $105,100,000.00

____________________
(2) Issued to Synergy Stockholders as part of Acquisition consideration.

(3) The Company anticipates that SYN will obtain a bank borrowing facility to
fund SYN's working capital needs.

NORTHWESTERN PUBLIC SERVICE COMPANY AND
SYNERGY GROUP INCORPORATED
PRO FORMA FINANCIAL INFORMATION

Set forth below are summary financial data extracted from the audited
consolidated statement of operations of the Company for the year ended
December 31, 1994, the unaudited consolidated financial statements of the
Company as of March 31, 1995, and for the three months then ended; the
summary financial data extracted from the unaudited statement of operations
of Synergy for the 12 months ended December 31, 1994 and for the three months
ended March 31, 1995, and balance sheet information as of March 31, 1995; and
the pro forma financial information for the Company ("the Pro Forma
Financial Information") for the year ended December 31, 1994, for the three
months ended March 31, 1995, and as of March 31, 1995, based on such
historical financial statements, to illustrate the effects of the Acquisition.
The Pro Forma Financial Information illustrates the effects of the
Acquisition as adjusted to give effect to the sale of a certain part of the
Synergy business and assets to an unrelated third party pursuant to its option
to acquire such businesses and assets. (See "Pending Acquisition of Synergy
Group Incorporated.")

The Acquisition will be accounted for using the purchase method of
accounting. After the Acquisition, the total purchase price of the
Acquisition will be allocated to Synergy's tangible and intangible assets
and liabilities based upon their respective fair values. The allocation of
the aggregate purchase price included in the Pro Forma Financial Information
is preliminary, but the final allocation of the purchase prices is not
expected to differ materially from the preliminary allocation. The financing
plan to be executed for the funding of the Acquisition is expected to be as
presented in the Pro Forma Financial Information. Although market conditions
may impact certain financing options and assumptions as to interest and
dividend rates, the overall financing plan is not expected to vary materially
from that presented.

The pro forma statements of operations for the year ended December 31,
1994 and for the three months ended March 31, 1995, give effect to the
Acquisition, and the related transactions as if they had occurred on January
1, 1994. The pro forma balance sheet as of March 31, 1995 has been prepared
as if the transaction had occurred on that date. The pro forma financial
information does not purport to present the financial position or results of
operations of the Company had the Acquisition actually been completed as of
the dates indicated. In addition, the pro forma financial information is not
necessarily indicative of future results of operations and should be read in
conjunction with the historical consolidated financial statements of the
Company and Synergy Incorporated by reference herein.

-17-

<PAGE>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994
(Dollars in Thousands)

<TABLE>
<CAPTION>
Estimated
Effects of
Partial Sale
of Assets to
NPS Synergy Unrelated Pro Forma
Historical Historical Third Party(A) Subtotal Adjustments Pro Forma
---------- ---------- -------------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUE $157,266 $128,182 $(28,814) $256,634 -- $256,634
COST OF PRODUCT SOLD 80,457 62,242 (14,748) 127,951 -- 127,951
--------- ---------- ------------- -------- ----------- ---------
GROSS PROFIT 76,809 65,940 (14,066) 128,683 -- 128,683
--------- ---------- ------------- -------- ----------- ---------

OPERATING COSTS AND EXPENSES
Operating and maintenance expenses 18,191 44,663 (10,046) 52,808 (4,181)(B) 48,627
General and administrative 9,707 14,239 -- 23,946 (4,944)(B) 19,002
Depreciation and amortization 12,439 4,983 (905) 16,517 448 (C) 16,965
Property and other taxes 6,104 -- -- 6,104 -- 6,104
--------- ---------- ------------- -------- ----------- ---------
46,441 63,885 (10,951) 99,375 (8,677) 90,698
--------- ---------- ------------- -------- ----------- ---------
OPERATING INCOME 30,368 2,055 (3,115) 29,308 8,677 37,985
--------- ---------- ------------- -------- ----------- ---------
OTHER INCOME (EXPENSE)
Investment income and other 2,611 1,185 -- 3,796 -- 3,796
Interest expense (9,670) (11,994) -- (21,664) 7,504 (D) (14,160)
Debt restructuring costs -- (2,976)(G) -- (2,976) -- (2,976)
--------- ---------- ------------- -------- ----------- ---------
(7,059) (13,785) -- (20,844) 7,504 (13,340)
--------- ---------- ------------- -------- ----------- ---------
INCOME (LOSS) BEFORE INCOME TAXES 23,309 (11,730) (3,115) 8,464 16,181 24,648

PROVISION (CREDIT) FOR INCOME TAXES 7,869 (324) (94) 7,451 (269)(E) 7,182
--------- ---------- ------------- -------- ----------- ---------
NET INCOME 15,440 (11,406) (3,021) 1,013 16,450 17,463

DIVIDENDS ON PREFERRED STOCK (120) -- -- (120) (2,043)(F) (2,163)
--------- ---------- ------------- -------- ----------- ---------
NET INCOME AVAILABLE FOR COMMON $ 15,320 $ (11,406) $ (3,021) $ 893 $14,407 $15,300 (G)
--------- ---------- ------------- -------- ----------- ---------
--------- ---------- ------------- -------- ----------- ---------
NET INCOME PER SHARE $2.00 $1.75 (G)
--------- ---------
--------- ---------

WEIGHTED AVERAGE SHARES OUTSTANDING 7,677 8,763
--------- ---------
--------- ---------
SELECTED FINANCIAL RATIOS

Interest coverage 5.14 (H) 4.95
--------- ---------
--------- ---------
Ratio of earnings to fixed charges 3.39 (H) 2.73 (G)
--------- ---------
--------- ---------
Ratio of earnings to fixed
charges, including preferred
dividends 3.33 (H) 2.25 (G)
--------- ---------
--------- ---------

</TABLE>

-18-

<PAGE>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995
(Dollars in Thousands)

<TABLE>
<CAPTION>
Estimated
Effects of
Partial Sale
of Assets to
NPS Synergy Unrelated Pro Forma
Historical Historical Third Party (A) Subtotal Adjustments Pro Forma
---------- ---------- ------------ -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUE $50,754 $43,233 ($10,958) $83,029 - $83,029
COST OF PRODUCT SOLD 26,185 20,939 (6,001) 41,123 - 41,123
-------- -------- --------- -------- ------- --------
24,569 22,294 (4,967) 41,906 - 41,906
-------- -------- --------- -------- ------- --------

OPERATING COSTS AND EXPENSES
Operating and maintenance expenses 4,210 13,102 (2,819) 14,493 (1,071)(B) 13,422
General and administrative 2,594 (627)(G) - 1,967 (898)(B) 1,269
Depreciation and amortization 3,210 1,278 (220) 4,268 72 (C) 4,340
Property and other taxes 1,673 - - 1,673 - 1,673
-------- -------- --------- -------- ------- --------
11,687 13,753 (3,039) 22,401 (1,697) 20,704
-------- -------- --------- -------- ------- --------

OPERATING INCOME 12,882 6,541 (1,918) 19,505 1,897) 21,202
-------- -------- --------- -------- ------- --------

OTHER INCOME (EXPENSE)
Investment income and other 565 129 - 694 - 694
Interest expense (2,590) (2,389) - (4,979) 1,267 (D) (3,712)
Debt restructuring costs - (75) - (75) - (75)
-------- -------- --------- -------- ------- --------
(2,025) (2,335) - (4,360) 1,267 (3,093)
-------- -------- --------- -------- ------- --------

INCOME (LOSS) BEFORE INCOME TAXES 10,857 6,205 (1,918) 15,145 2,964 18,109

PROVISION (CREDIT) FOR INCOME TAXES 3,754 45 - 3,800 203 (E) 4,003
-------- -------- --------- -------- ------- --------
NET INCOME 7,103 6,160 (1,918) 11,345 2,761 14,106

DIVIDENDS ON PREFERRED STOCK (30) - - (30) (511)(F) (541)
-------- -------- --------- -------- ------- --------
NET INCOME AVAILABLE FOR COMMON $7,073 $6,160 ($1,918) $11,315 $2,250 $13,585 (G)
-------- -------- --------- -------- ------- --------
-------- -------- --------- -------- ------- --------
NET INCOME PER SHARE $0.92 $1.55 (G)
-------- --------
-------- --------
WEIGHTED AVERAGE SHARES OUTSTANDING 7,677 8,763
-------- --------
-------- --------
SELECTED FINANCIAL RATIOS

Interest coverage 7.53 (H) 6.94
-------- --------
-------- --------
Ratio of earnings to fixed charges 5.09 (H) 5.80 (G)
-------- --------
-------- --------
Ratio of earnings to fixed charges,
including preferred dividends 5.00 (H) 4.90 (G)
-------- --------
-------- --------
<FN>
Note: The results of operations for Synergy for the three months ended March 31,
1995 are not indicative of a full year's results of operations.

</TABLE>

-19-

<PAGE>

UNAUDITED PRO FORMA BALANCE SHEET
MARCH 31, 1995
(Dollars in Thousands)

<TABLE>
<CAPTION>
Estimated
Sale of Certain
Assets to
NPS Synergy Unrelated Pro Forma
Historical Historical Third Party (I) Subtotal Adjustments Pro Forma
---------- ---------- ---------------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash $ 3,338 $ 4,123 $ 40,000 $ 47,481 ($40,000)(J) $ 7,461
Trade receivables 13,890 17,550 (4,598) 26,842 (958)(K) 25,884
Inventories 13,332 10,663 (2,393) 21,602 (1,500)(K) 20,102
Prepaid expenses - 1,125 - 1,125 - 1,125
Other 5,765 - - 5,765 - 5,765
--------- --------- --------- --------- --------- ---------
38,325 33,461 33,009 102,795 (42,458) 60,337
--------- --------- --------- --------- --------- ---------
PROPERTY AND EQUIPMENT
At cost, net of accumulated depreciation 252,806 70,242 (13,685) 309,363 6,943 (K) 316,306
--------- --------- --------- --------- --------- ---------
OTHER ASSETS (net)
Goodwill and other intangibles - 2,348 (19,324) (16,976) 54,800 (K) 37,824
Other 74,301 982 - 75,283 (962)(K) 74,301
--------- --------- --------- --------- --------- ---------
74,301 3,330 (19,324) 59,307 53,818 112,125
--------- --------- --------- --------- --------- ---------
Total Assets $363,432 $107,033 - $470,485 $18,303 $488,768
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------

CURRENT LIABILITIES
Commercial paper $ 6,000 - - $ 6,000 - $ 6,000
Current maturities of long-term debt 570 233 - 803 (233)(L) 570
Accounts payable and accrued expenses 29,699 11,859 - 41,558 5,455 (K) 47,013
--------- --------- --------- --------- --------- ---------
36,269 12,092 - 48,351 5,222 53,583
--------- --------- --------- --------- --------- ---------

OTHER LIABILITIES
Deferred income taxes 37,742 2,374 - 40,116 (2,001)(L) 38,115
Unamortized investment tax credits 10,444 - - 10,444 - 10,444
Deferred interest payable - 1,029 - 1,029 (1,029)(L) -
Other 27,552 949 - 28,811 - 28,811
--------- --------- --------- --------- --------- ---------
75,048 4,352 - 80,400 (3,030) 77,370
--------- --------- --------- --------- --------- ---------
LONG TERM DEBT 129,318 82,454 - 221,802 (40,780)(M) 181,022
--------- --------- --------- --------- --------- ---------
TRUST PREFERRED CAPITAL SECURITIES - - - - 24,212 (N) 24,212
--------- --------- --------- --------- --------- ---------

CUMULATIVE PREFERRED STOCK 2,640 41,700 - 44,340 (41,700)(Q) 2,640
--------- --------- --------- --------- --------- ---------
COMMON STOCK EQUITY (DEFICIT)
Common stock 26,870 41 - 25,911 4,107 (O) 31,018
Additional paid-in capital 29,923 5,284 - 35,207 21,352 (P) 56,559
Retained earnings 59,183 (48,820) - 10,283 48,920 (Q) 68,182
Unrealized gain on investments, net 3,181 - - 3,181 - 3,181
--------- --------- --------- --------- --------- ---------
119,157 (43,595) - 75,562 74,379 149,941
--------- --------- --------- --------- --------- ---------
Total Liabilities & Stockholders Equity $353,432 $107,033 - $470,465 $ 18,303 $468,768
--------- --------- --------- --------- --------- ---------
</TABLE>

-20-

<PAGE>

NOTES TO PRO FORMA FINANCIAL INFORMATION

A) Represents all relevant statement of operations effects, net of income
taxes, generated by the expected sale of certain Synergy properties to an
unrelated third party. Although an option to sell certain properties has
been executed and it is anticipated that such option will be exercised, in
the event the option is not closed, pro forma net income available for
common would have been $15,343,000 and $14,306,000; and pro forma net
income per common share would have been $1.74 and $1.62 for the year
ended December 31, 1994 and for the three months ended March 31, 1995,
respectively. The following represents the estimated impact on pro forma
net income available for common as presented if the sale does not occur
(in thousands):

<TABLE>
<CAPTION>
Three
Year Months
Ended Ended
12/31/94 3/31/95
-------- ---------
Increase (Decrease)
<S> <C> <C>
Pro forma net income available for common
as presented $15,300 $13,565
------- ----------
1) Operating income retained 3,115 1,918
2) Additional reductions in operating costs and
expenses 610 153
3) Increased general and administrative charge (750) (188)
4) Increased interest expense (1,934) (483)
5) Increased income tax expense (180) (455)
6) Increased dividends on preferred stock (818) (204)
------- ----------
Subtotal 43 741
------- ----------
Pro forma net income available for common without
sale to third party $15,343 $14,306
------- ----------
------- ----------
</TABLE>

The following represents the estimated impact on the pro forma balance sheet at
March 31, 1995 as presented if the sale does not occur (in thousands):

3/31/95
---------
<S> <C>
Increase
(Decrease)

1) Trade receivables $ 4,598
2) Inventories 2,393
3) Property and equipment, net 13,685
4) Goodwill 19,324
-------
Total Assets $40,000
-------
-------

1) Long-term debt 28,000
2) Common stock 2,000
3) Preferred stock 10,000
-------
Total Liabilities & Equity $40,000
-------
-------
</TABLE>

-21-

<PAGE>

NOTES TO PRO FORMA FINANCIAL INFORMATION

B) Represents the following breakdown of reductions in operating costs and
expenses principally related to employee positions, corporate administrative
expenses and certain other specifically identified cost savings (in
thousands):

Three
Year Months
Ended Ended
12/31/94 3/31/95
-------- --------
<S> <C> <C>
Increase (Decrease)

Operating expenses --

1) Employee related expenses $(1,834) $ (458)
2) Vehicle lease expenses (2,047) (538)
3) Store consolidations (300) (75)
------- -------
Total $(4,181) $(1,071)
------- --------
------- --------

General and administrative expenses --
1) Employee related expenses $(7,863) $(1,431)
2) Occupancy costs (643) (154)
3) Bank account charges (188) (50)
4) Empire Gas general and administrative charge 3,250 812
5) Empire Gas management fee 500 125
------- --------
Total $(4,944) $(698)
------- --------
------- --------

</TABLE>

All general and administrative functions previously performed at Synergy
headquarters would be undertaken by Empire Gas, Inc. under a management
agreement governing the operation of the Synergy properties. (See "Pending
Acquisition of Synergy Group Incorporated.") Under the terms of the
management agreement, Empire Gas will be compensated through a general
and administrative charge and a management fee arrangement.

The vehicle lease expenses are primarily attributable to property owned by
affiliates of existing Synergy shareholders. Such property will be purchased
as a part of the acquisition transaction. In addition, general and
administrative expense savings include shareholder compensation.

C) Represents additional depreciation and amortization of fixed assets and
intangibles related to the adjustment of assets to fair market value in
accordance with the purchase method of accounting.

-22-

<PAGE>

NOTES TO PRO FORMA FINANCIAL INFORMATION

D) Represents interest expense savings associated with the retirement of
Synergy's debt as a result of the Acquisition net of additional interest
expense related to NPS issuing new debt securities.

The following table presents a reconciliation of the pro forma interest
expense to the historical interest expense for the year ended December 31,
1994, and the three months ended March 31, 1995 (in thousands):

Three
Year Months
Ended Ended
12/31/94 03/31/95
-------- ---------
<S> <C> <C>

Historical interest expense --
NPS $ 9,670 $2,590
Synergy 11,994 2,389
------- -------
21,664 4,979
------- --------
Add: Interest on short-term bridge financing at an
assumed rate of 7.5% 649 162
Interest on new debt securities issued for
permanent financing at an assumed rate of
7.5% 3,639 910
Less: Interest on retired long-term debt of Synergy (11,792) (2,339)
------- --------

Pro forma adjustment (7,504) (1,267)
------- --------
Pro forma interest expense $14,160 $3,712
------- --------
------- --------

</TABLE>

E) Represents income tax effect of all pro forma adjustments. Such adjustments
assume Synergy will be a separate income tax filing and reporting entity.

F) Represents preferred stock dividend requirements related to the issuance of
new securities as part of the permanent financing. This dividend requirement
is based on an 8.5% pretax rate.

-23-
<PAGE>
NOTES TO PRO FORMA FINANCIAL INFORMATION

G) The net income of Synergy for the year ended December 31, 1994
includes a nonrecurring charge of $2,976,000 for debt restructing costs.
Had the debt restructuring not occurred, pro forma net income available
for common would have been $18,276,000; pro forma net income per common
share would have been $2.09; ratio of earnings to fixed charges would have
been 2.94x; and ratio of fixed charges, including preferred dividends would
have been 2.42x for the year ended December 31, 1994.

The net income of Synergy for the three months ended March 31, 1995
includes a nonrecurring credit to general and administrative expense of
$4,326,000 for the reversal of previously accrued shareholders'
compensation. Had this compensation not been paid, pro forma net income
available for common would have been $9,239,000; pro forma net income per
common share would been $1.05; ratio of earnings to fixed charges would
have been 4.65x and ratio of earnings to fixed charges, including preferred
dividends would have been 3.93x for the three months ended March 31, 1995.

In accordance with the current guidelines of the SEC, no minority interest
has been recognized even though NPS will initially own 72.5% of the common
stock of SYN.

H) The Company has calculated the interest coverage ratio pursuant to the
Company's general mortgage indenture and has calculated the ratio of earnings
to fixed charges pursuant to Item 503 of the Commission's Regulation S-K.

I) Represents the sale of certain assets to an unrelated third party in a
separate transaction.

J) Represents cash purchase price from the unrelated third party sale proceeds.

-24-

<PAGE>

NOTES TO PRO FORMA FINANCIAL INFORMATION

K) Represents various purchase accounting adjustments to be accounted for in
accordance with the purchase method of accounting.

The following is a detailed allocation of the purchase price and source of
funds, net of underwriting fees, related to the acquisition transaction
(in thousands):

Purchase price $140,000
Add: Debt, acquisition, and transition costs 5,000
--------
Total 145,000
Less: Sale to an unrelated third party 40,000
--------
Adjusted purchase price $105,000
--------
--------

Allocation of purchase price --
Cash $ 4,123
Trade receivables 11,994
Inventories 6,770
Prepaid expenses and other 1,125
Property, plant, and equipment 63,500
Goodwill and other intangibles 37,824
Accounts payable and accrued expenses (17,314)
Customer deposits (949)
Deferred income tax (373)
Long-term debt (1,700)
--------
Net assets acquired $105,000
--------
--------
Source of funds, net --
Long-term debt $50,004
Trust preferred capital securities 24,212
Common stock 30,784
--------
Total $105,000
--------
--------

</TABLE>

L) Represents liabilities and other deferred credits that would be paid with
proceeds of the transaction.

-25-

<PAGE>

NOTES TO PRO FORMA FINANCIAL INFORMATION

M) Represents the following debt restructuring of the combined companies (in
thousands):

<TABLE>
<S> <C>
Historical long-term debt --
NPS $129,318
Synergy 92,484
--------
Total 221,802
--------
Add: New debt offering 50,004
Less: Retirement of Synergy long-term debt (90,784)
--------
Pro forma adjustment (40,780)
--------
Pro forma long-term debt $181,022
--------
--------
</TABLE>

N) Represents the net proceeds expected to be generated by a trust
preferred capital securities offering that is part of the permanent
financing.

O) Represents the combination of purchase accounting adjustments eliminating
Synergy's common stock investment of $41,000 against the par value of shares
expected to be sold in a common stock offering that is part of the permanent
financing.

The following provides a summary of the net adjustment (in thousands):

<TABLE>
<S> <C>
Par value of shares generated from NPS common stock offering $4,148
Less: elimination of Synergy common stock (41)
-------
Net $4,107
-------
-------

</TABLE>

P) Represents the combination of purchase accounting adjustments eliminating
Synergy's additional paid-in capital of $5,284,000 against the net proceeds
expected to be allocated to NPS additional paid-in capital as a result of the
common stock offering that is part of the permanent financing.

The following provides a summary of the net adjustment (in thousands):

<TABLE>
<S> <C>
Net allocation to additional paid-in capital from NPS common stock
offering $26,636
Less: elimination of Synergy additional paid-in capital (5,284)
--------
Net $21,352
--------
--------

</TABLE>

Q) Represents the elimination of Synergy's remaining equity accounts.

-26-
<PAGE>

THE NWPS TRUSTS

Each of NWPS Capital Financing I, NWPS Capital Financing II and NWPS
Capital Financing III is a statutory business trust formed under Delaware law
pursuant to (i) a separate declaration of trust ( each, a "Declaration")
executed by the Company, as sponsor for such trust (the "Sponsor"), and the NWPS
Trustees (as defined below) of such trust and (ii) the filing of a separate
certificate of trust with the Secretary of State of the State of Delaware on
June 19, 1995. Each NWPS Trust exists for the exclusive purposes of (i) issuing
the Preferred Securities and common securities representing undivided beneficial
interests in the assets of such NWPS Trust (the "Common Securities" and,
together with the Preferred Securities, the "Trust Securities"), (ii) investing
the gross proceeds from the sale of the Trust Securities in the Subordinated
Debt Securities of the Company and (iii) engaging in only those other activities
necessary or incidental thereto. All of the Common Securities will be directly
or indirectly owned by the Company. The Common Securities will rank pari passu,
and payments will be made thereon pro rata, with the Preferred Securities,
except that, upon an event of default under the Declaration, the rights of the
holders of the Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise will be subordinated to the
rights of the holders of the Preferred Securities. The Company will directly or
indirectly acquire Common Securities in an aggregate liquidation amount equal to
3% of the total capital of each NWPS Trust. Each NWPS Trust has a term of
approximately 55 years but may terminate earlier, as provided in each
Declaration. The business and affairs of each NWPS Trust will be conducted by
the trustees (the "NWPS Trustees") appointed by the Company as the direct or
indirect holder of all the Common Securities. The holder of the Common
Securities will be entitled to appoint, remove or replace any of, or increase or
reduce the number of, the NWPS Trustees of a NWPS Trust. The duties and
obligations of the NWPS Trustees for each NWPS Trust shall be governed by the
Declaration for such trust. A majority of the NWPS Trustees will be persons who
are employees or officers of or who are affiliated with the Company (the
"Regular Trustees"). In certain limited circumstances set forth in the
Prospectus Supplement for the Preferred Securities, the holders of a majority in
liquidation amount of the Preferred Securities will be entitled to appoint one
additional Regular Trustee who need not be an employee or officer of or
otherwise affiliated with the Company. One NWPS Trustee of each NWPS Trust will
be a financial institution that is not affiliated with the Company and has a
specified minimum amount of aggregate capital, surplus, and undivided profits of
not less than $50,000,000, which shall act as property trustee and as indenture
trustee for the purposes of the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), pursuant to the terms set forth in the Prospectus
Supplement for the Preferred Securities (the "Property Trustee"). In addition,
unless the Property Trustee maintains a principal place of business in the State
of Delaware and otherwise meets the requirements of applicable law, one NWPS
Trustee of each NWPS Trust will have a principal place of business or reside in
the State of Delaware (the "Delaware Trustee"). The Company will pay all fees
and expenses related to the NWPS Trusts and the offering of the Trust
Securities, the payment of which will be guaranteed by the Company as described
under "Description of the Guarantees" herein. The Delaware Trustee for each
NWPS Trust is Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington,

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<PAGE>

Delaware 19890. The principal place of business of each NWPS Trust is c/o the
Company, 33 Third Street S.E., Huron, South Dakota, 57350-1318, telephone (605)
352-8411.

USE OF PROCEEDS

If the Option is exercised, the net proceeds from the sale of $102.5
million of the Offered Securities will be applied to fund the Acquisition,
including certain transaction expenses. The Company will use $50 million of the
net proceeds to purchase 50,000 shares of the 15% Series A Cumulative Preferred
Stock of SYN, the subsidiary of the Company formed to effect the Acquisition,
and $52.5 million of the net proceeds will be loaned by NGC to SYN. If the
Option is not exercised, the net proceeds from the sale of $142,500,000 of the
Offered Securities will be applied to fund the Acquisition, including certain
transaction expenses. In that case the Company will use $68 million of the net
proceeds to purchase 68,000 shares of the 15% Series A Cumulative Preferred
Stock of SYN and $74.5 million of the net proceeds will be loaned by NGC to SYN.

Each NWPS Trust will use all of the proceeds received from the sale of its
Preferred Securities to purchase Subordinated Debt Securities from the Company.
The Company intends to add the net proceeds from the sale of the Subordinated
Debt Securities to its general funds, to be used to fund the Acquisition, as
described above, and for other general corporate purposes, as described below.

The net proceeds from the sale of any other Offered Securities will be used
for general corporate purposes, which may include the repayment of indebtedness,
working capital expenditures and other investments in, or acquisitions of,
businesses and assets. Pending application of such net proceeds for specific
purposes, such proceeds may be invested in short-term or marketable securities.
Specific allocations of proceeds to a particular purpose that have been made at
the date of any Prospectus Supplement will be described therein.

RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

The following table sets forth the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred dividends for the Company on an
historical basis for the fiscal years ended December 31, 1994, 1993, 1992, 1991
and 1990, and for the three-month period ended March 31, 1995. Such ratios are
also presented on a pro forma basis for the year ended December 31, 1994 and the
three-month period ended March 31, 1995. For the purpose of calculating such
ratios, "earnings" consist of income from continuing operations before income
taxes, "fixed charges" consist of interest on all indebtedness, amortization of
debt expense and the percentage of rental expense on operating leases deemed
representative of the interest factor and "preferred dividends" represent
dividends paid on all preferred shares outstanding during the periods. See
"Northwestern Public Service Company and Synergy Group Incorporated Pro Forma
Financial Information" for the assumptions upon which the pro forma ratios are
based.

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<PAGE>

PRO FORMA

QUARTER QUARTER
ENDED YEAR ENDED ENDED
YEAR ENDED DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31,

1990 1991 1992 1993 1994 1995 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of 4.61 4.09 3.42 3.52 3.39 5.09 2.73 5.80
Earnings to
Fixed
Charges

Ratio of 4.28 3.79 3.33 3.45 3.33 5.00 2.25 4.90
Earnings to
Combined
Fixed Charges
and Preferred
Dividends
</TABLE>

DESCRIPTION OF THE MORTGAGE BONDS

GENERAL

The Mortgage Bonds will be bonds, notes or other evidences of indebtedness
authenticated and delivered under a General Mortgage Indenture and Deed of
Trust, between the Company and The Chase Manhattan Bank (N.A.) (the "New
Mortgage Trustee"), dated as of August 1, 1993. Such General Mortgage and Deed
of Trust, as supplemented by various supplemental indentures, including one or
more supplemental indentures relating to the Mortgage Bonds, is hereinafter
referred to as the "New Mortgage." The summaries under this heading do not
purport to be complete and are subject to the detailed provisions of the New
Mortgage. Capitalized terms used under this heading which are not otherwise
defined in this Prospectus shall have the meanings ascribed thereto in the New
Mortgage. Wherever particular provisions of the New Mortgage or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference as a part of the statements made herein and such statements are
qualified in their entirety by such reference. References to article and
section numbers in this description of the Mortgage Bonds, unless otherwise
indicated, are references to article and section numbers of the New Mortgage.

The New Mortgage provides that additional bonds may be issued thereunder on
the basis of Pledged Bonds (as hereinafter defined), property additions, retired
bonds and cash. (See "Issuance of Additional Mortgage Bonds" below.) The
Mortgage Bonds and all other bonds heretofore or hereafter issued under the New
Mortgage are collectively referred to herein as the "Mortgage Bonds."

Reference is made to the Prospectus Supplement for the Mortgage Bonds for a
description of the following terms of the series of Mortgage Bonds in respect of
which this Prospectus is being delivered: (i) the title (series designation) of
such Mortgage Bonds; (ii)

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<PAGE>

the limit, if any, upon the aggregate principal amount of such Mortgage Bonds,
(iii) the date or dates on which the principal of such Mortgage Bonds is
payable; (iv) the rate or rates at which such Mortgage Bonds will bear interest,
if any; the date or dates from which such interest will accrue; the dates on
which such interest will be payable ("Interest Payment Dates") and the regular
record dates for the interest payable on such Interest Payment Dates; (v) the
bases on which the Mortgage Bonds will be issued; (vi) the option, if any, of
the Company to redeem such Mortgage Bonds and the periods within which or the
dates on which, the prices at which and the terms and conditions upon which,
such Mortgage Bonds may be redeemed, in whole or in part, upon the exercise of
such option; (vii) the obligation, if any, of the Company to redeem or purchase
such Mortgage Bonds pursuant to any sinking fund or analogous provisions or at
the option of the Holder and the periods within which or the dates on which, the
prices at which and the terms and conditions upon which such Mortgage Bonds will
be redeemed, in whole or in part, pursuant to such obligation; (viii) the
denominations in which such Mortgage Bonds will be issuable; and (ix) any other
terms of such Mortgage Bonds not inconsistent with the provisions of the New
Mortgage.

While the New Mortgage contains provisions for the maintenance of the
Mortgaged Property, it does not contain any provisions for a maintenance or
sinking fund and, except as may be provided in a Supplemental Indenture (and
described in the applicable Prospectus Supplement), there will be no provisions
for any such funds for the Mortgage Bonds.

REDEMPTION OF THE MORTGAGE BONDS

Any terms for the optional or mandatory redemption of Mortgage Bonds will
be set forth in the Prospectus Supplement. Except as shall otherwise be
provided in the applicable Prospectus Supplement with respect to Mortgage Bonds
redeemable at the option of the Holder, Mortgage Bonds will be redeemable only
upon notice by mail not less than 30 days prior to the date fixed for
redemption, and, if less than all the Mortgage Bonds of a series, or any tranche
thereof, are to be redeemed, the particular Mortgage Bonds to be redeemed will
be selected by such method as shall be provided for the particular series or
tranche, or in the absence of any such provision, by such method as the Bond
Registrar deems fair and appropriate. (See Sections 5.03 and 5.04.)

Any notice of redemption at the option of the Company may state that such
redemption shall be conditioned upon receipt by the New Mortgage Trustee, on or
prior to the dated fixed for such redemption, of money sufficient to pay the
principal of and premium, if any, and interest, if any, on such Mortgage Bonds
and that if such money has not been so received, such notice will be of no force
and effect and the Company will not be required to redeem such Mortgage Bonds.
(See Section 5.04.)

SECURITY

GENERAL. Except as discussed below, Mortgage Bonds now or hereafter issued
under the New Mortgage will be secured primarily by:

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<PAGE>

(a) bonds ("First Mortgage Bonds") issued under the Company's
Indenture dated August 1, 1940 (the "First Mortgage"), to The Chase
Manhattan Bank (National Association), successor by merger to The Chase
National Bank of the City of New York, as trustee (the "First Mortgage
Trustee"), and C. J. Heinzelmann, successor to Carl E. Buckley, as
individual trustee, and delivered to the New Mortgage Trustee under the New
Mortgage, which First Mortgage Bonds will be secured, equally and ratably
with all other bonds issued under the First Mortgage, by a valid first lien
on substantially all of the fixed property, franchises and rights of the
Company of a character not expressly excepted from the lien (which excepted
property consists principally of cash, securities, receivables, personal
property held for sale or lease or consumable in operations, and certain
real estate held for resale and not used or useful in the public utility
business of the Company), subject to permitted encumbrances and liens as
defined in the First Mortgage; and

(b) the lien of the New Mortgage on the Company's properties used in
the generation, production, transmission or distribution of electricity or
the distribution of gas in any form and for any purpose in the States of
South Dakota or Nebraska, together with the properties owned by the Company
as of August 1, 1993 located in the States of North Dakota and Iowa which
consist principally of shared ownership interests in electric generating
facilities (the Company does not serve customers in the States of North
Dakota and Iowa), but not, unless the Company otherwise elects, any future
acquired properties in the States of North Dakota and Iowa, which lien is
junior to the lien of the First Mortgage.

As discussed below under "Pledged Bonds," following a merger or
consolidation of another corporation into the Company, the Company could deliver
to the New Mortgage Trustee bonds issued under an existing mortgage on the
properties of such other corporation in lieu of or in addition to bonds issued
under the First Mortgage. In such event, the Mortgage Bonds would be secured,
additionally, by such bonds and by the lien of the New Mortgage on the
properties of such other corporation, which would be junior to the liens of such
existing mortgage and the First Mortgage. The First Mortgage and all such other
mortgages are hereinafter, collectively, called the "Class "A" Mortgages," and
all bonds issued under the Class "A" Mortgages and delivered to the New Mortgage
Trustee are hereinafter collectively called the "Pledged Bonds." If and when no
Class "A" Mortgages are in effect, the New Mortgage will constitute a first
mortgage lien on all property of the Company subject thereto.

PLEDGED BONDS. The Pledged Bonds will be issued and delivered to, and
registered in the name of, the New Mortgage Trustee or its nominee and will be
owned and held by the New Mortgage Trustee, subject to the provisions of the New
Mortgage, for the benefit of the Holders of all Mortgage Bonds Outstanding from
time to time, and the Company will have no interest in such Pledged Bonds.
Except as may be otherwise set forth in the supplemental indenture pursuant to
which any Mortgage Bonds are to be issued, Pledged Bonds issued as the basis for
the authentication and delivery of such Mortgage Bonds (a) will mature on the
same dates, and in the same principal amounts, as such Mortgage Bonds, and
(b) will contain, in addition to any mandatory redemption provisions applicable
to all

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<PAGE>

Pledged Bonds Outstanding under the related Class "A" Mortgage, mandatory
redemption provisions correlative to provisions for mandatory redemption, or for
redemption at the option of the Holder, of such Mortgage Bonds. Pledged Bonds
issued as the basis for authentication and delivery of a series or tranche of
Mortgage Bonds (x) may, but need not, bear interest, any such interest to be
payable at the same times as interest on the Mortgage Bonds of such series or
tranche, and (y) may, but need not, contain provisions for the redemption
thereof at the option of the Company, any such redemption to be made at a
redemption price or prices not less than the principal amount of such Pledged
Bonds. (See Sections 4.02 and 7.01.)

Any payment by the Company of principal of or premium or interest on the
Pledged Bonds held by the New Mortgage Trustee will be applied by the New
Mortgage Trustee to the payment of any principal, premium or interest, as the
case may be, in respect of the Mortgage Bonds which is then due, and, to the
extent of such application, the obligation of the Company under the New Mortgage
to make such payment in respect of the Mortgage Bonds will be deemed satisfied
and discharged. If, at the time of any such payment of principal of Pledged
Bonds, there shall be no principal then due in respect to the Mortgage Bonds,
the proceeds of such payment will be deemed to constitute Funded Cash and will
be held by the New Mortgage Trustee as part of the New Mortgaged Property, to be
withdrawn, used or applied as provided in the New Mortgage. If, at the time of
any such payment of premium or interest on Pledged Bonds, there shall be no
premium or interest, as the case may be, then due in respect of the Mortgage
Bonds, the proceeds of such payment will be remitted to the Company at its
request. (See Section 7.02 and "Withdrawal of Cash" below.) Any payment by the
Company of principal of or premium or interest on Mortgage Bonds authenticated
and delivered on the basis of the deposit with the New Mortgage Trustee of
Pledged Bonds (other than by application of the proceeds in respect of such
Pledged Bonds) will, to the extent thereof, be deemed to satisfy and discharge
the obligation of the Company, if any, to make a payment of principal, premium
or interest, as the case may be, in respect of such Pledged Bonds which is then
due.

The New Mortgage Trustee may not sell, assign or otherwise transfer any
Pledged Bonds except to a successor trustee under the New Mortgage. (See Section
7.04.) At the time any Mortgage Bonds of any series or tranche which have been
authenticated and delivered upon the basis of Pledged Bonds cease to be
Outstanding (other than as a result of the application of the proceeds of the
payment or redemption of such Pledged Bonds), the New Mortgage Trustee shall
surrender to or upon the order of the Company an equal principal amount of such
Pledged Bonds having the same Stated Maturity and mandatory redemption
provisions as such Mortgage Bonds. (See Section 7.03.)

At the date of this Prospectus, the only Class "A" Mortgage is the First
Mortgage and the only Pledged Bonds issuable at this time are First Mortgage
Bonds issuable thereunder. The New Mortgage provides that in the event of the
merger or consolidation of another company with or into the Company, an existing
mortgage constituting a lien on properties of such other company prior to the
lien of the New Mortgage may be designated by the Company as an additional Class
"A" Mortgage. Bonds thereafter issued under such additional mortgage would be
Pledged Bonds and could provide the basis for the

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<PAGE>

authentication and delivery of Mortgage Bonds under the New Mortgage. (See
Section 7.06.) When no Pledged Bonds are Outstanding under a Class "A" Mortgage
except for Pledged Bonds held by the New Mortgage Trustee, then, at the request
of the Company and subject to satisfaction of certain conditions, the New
Mortgage Trustee will surrender such Pledged Bonds for cancellation, and the
related Class "A" Mortgage will be satisfied and discharged, the lien of such
Class "A" Mortgage on the Company's property will cease to exist and the
priority of the lien of the New Mortgage will be increased. (See Section 7.07.)

The New Mortgage contains no restrictions on the issuance of bonds under
Class "A" Mortgages in addition to Pledged Bonds issued to the New Mortgage
Trustee as the basis for the authentication and delivery of Mortgage Bonds.
First Mortgage Bonds may currently be issued under the First Mortgage on the
basis of property additions, retirements of bonds previously issued under the
First Mortgage and cash deposited with the First Mortgage Trustee.

LIEN OF THE NEW MORTGAGE. The properties of the Company used in the
generation, production, transmission and distribution of electricity and the
distribution of gas in any form and for any purpose in the States of South
Dakota or Nebraska together with properties owned by the Company as of August 1,
1993 located in the States of North Dakota and Iowa (but not, unless the Company
otherwise elects, any future acquired properties in the States of North Dakota
and Iowa) are subject to the lien of the New Mortgage. Substantially all of
such property, while subject to the lien of the New Mortgage, will be also
subject to the prior lien of the First Mortgage. The Mortgage Bonds will have
the benefit of the prior lien of the First Mortgage on such property, and the
benefit of the prior lien of any additional Class "A" Mortgage on any property
subject thereto, to the extent of the aggregate principal amount of Pledged
Bonds, issued under the respective Class "A" Mortgages, held by the New Mortgage
Trustee.

The lien of the New Mortgage is subject to Permitted Liens which include
tax liens and other governmental charges which are not delinquent and which are
being contested, construction and materialmen's liens, certain judgment liens,
easements, reservations and rights of others (including governmental entities)
in, and defects of title in, certain property of the Company, certain leasehold
interests, liens on the Company's pollution control and sewage and solid waste
facilities and certain other liens and encumbrances. (See Section 1.01.)

There are excepted from the lien of the New Mortgage, among other things,
cash and securities not paid to, deposited with or held by the New Mortgage
Trustee under the New Mortgage; contracts, leases and other agreements of all
kinds, contract rights, bills, notes and other instruments, accounts receivable,
claims, certain intellectual property rights and other general intangibles;
permits, licenses and franchises; automobiles, other vehicles, movable
equipment, aircraft and vessels; all goods, wares and merchandise held for sale
in the ordinary course of business or for use by or for the benefit of the
Company; fuel, materials, supplies and other personal property consumable in the
operations of the Company's business; computers, machinery and equipment; coal,
ore, gas, oil, minerals and timber mined or extracted from the land; gas
transmission lines connecting wells with main

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<PAGE>

or branch trunk lines or field gathering lines connecting wells with main or
branch trunk lines; electric energy, gas, steam, water and other products
generated, produced or purchased; leasehold interests; and all books and
records. (See Granting Clauses.) The First Mortgage contains similar, but not
identical, exceptions.

Without the consent of the Holders, the Company and the New Mortgage
Trustee may enter into supplemental indentures to subject to the lien of the New
Mortgage additional property, whether or not used in the electric or gas utility
businesses (including property which would otherwise be excepted from such
lien). (See Section 14.01.) Such property, so long as the same would otherwise
constitute Property Additions (as described below), would thereupon constitute
Property Additions and be available as a basis for the issuance of Mortgage
Bonds. (See "Issuance of Additional Mortgage Bonds" below.)

The New Mortgage contains provisions subjecting after-acquired property to
the lien thereof, subject to the prior lien of the First Mortgage. These
provisions are limited in the case of consolidation or merger (whether or not
the Company is the surviving corporation) or sale of substantially all of the
Company's assets. In the event of consolidation or merger or the transfer of
all the mortgaged property as or substantially as an entirety, the New Mortgage
will not be required to be a lien upon any of the properties then owned or
thereafter acquired by the successor corporation, except properties acquired
from the Company in or as a result of such transaction and improvements,
extensions and additions to such properties and renewals, replacements and
substitutions of or for any part or parts of such properties. (See Article
Thirteen and "Consolidation, Merger, Conveyance, Transfer or Lease" below.) In
addition, after-acquired property may be subject to vendors' liens, purchase
money mortgages and other liens thereon at the time of acquisition thereof,
including the lien of any Class "A" Mortgage.

The New Mortgage provides that the New Mortgage Trustee will have a lien,
prior to the lien on behalf of the holders of Mortgage Bonds, upon Mortgaged
Property and any money collected by the New Mortgage Trustee as proceeds of the
Mortgaged Property, for the payment of its reasonable compensation and expenses
and for indemnity against certain liabilities. (See Section 11.07.)

ISSUANCE OF ADDITIONAL MORTGAGE BONDS

The maximum principal amount of Mortgage Bonds which may be issued under
the New Mortgage is limited to $500,000,000, provided that, without the consent
of the Holders, the Company and the New Mortgage Trustee may enter into
supplemental indentures to increase such amount. (See Sections 3.01 and 14.01.)
Mortgage Bonds of any series may be issued from time to time under Article Four
of the New Mortgage on the basis of, and in an aggregate principal amount not
exceeding:

(1) the aggregate principal amount of Pledged Bonds issued and
delivered to the Trustee;

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<PAGE>

(2) 75% of the Cost or Fair Value (whichever is less) of Property
Additions (as described below) which do not constitute Bonded Property
Additions (being, generally, Property Additions which have been made the
basis of the authentication and delivery of Mortgage Bonds, the release of
mortgaged property or cash withdrawals) after certain deductions and
additions, primarily including adjustments to offset property retirements;

(3) the aggregate principal amount of Retired Bonds (which consist of
Mortgage Bonds no longer Outstanding under the New Mortgage (including
Mortgage Bonds deposited under any sinking or analogous funds) which have
not been used for certain other purposes under the New Mortgage and which
are not to be paid, redeemed or otherwise retired by the application of
Funded Cash), but if Pledged Bonds have been made the basis for the
authentication and delivery of such Retired Bonds, only if the related
Class "A" Mortgage has been discharged; and

(4) an amount of cash deposited with the Trustee.

In general, the issuance of Mortgage Bonds is subject to Adjusted New
Earnings of the Company for 12 consecutive months within the preceding 18 months
being at least one and three-fourths the Annual Interest Requirements on all
Mortgage Bonds at the time Outstanding, Mortgage Bonds then applied for, all
outstanding Pledged Bonds other than Pledged Bonds held by the New Mortgage
Trustee under the New Mortgage, and all other indebtedness (with certain
exceptions) secured by a lien prior to the lien of the New Mortgage, except that
no such net earnings requirement need be met if the additional Mortgage Bonds to
be issued are to have no Stated Interest Rate prior to Maturity. The Company is
not required to satisfy the net earnings requirement prior to issuance of
Mortgage Bonds as provided in (1) above if the Pledged Bonds issued and
delivered to the New Mortgage Trustee as the basis for such issuance have been
authenticated and delivered under the related Class "A" Mortgage on the basis of
retired Pledged Bonds unless (a) the Stated Maturity of such retired Pledged
Bonds is a date more than five years after the date of the Company Order
requesting the authentication and delivery of such Mortgage Bonds and (b) the
Stated Interest Rate, if any, on such retired Pledged Bonds immediately prior to
Maturity is less than the Stated Interest Rate, if any, on such Mortgage Bonds
to be in effect upon the initial authentication and delivery thereof. In
addition, the Company is not required to satisfy the net earnings requirement
prior to issuance of Mortgage Bonds as provided in (3) above unless (a) the
Stated Maturity of the Retired Bonds is a date more than five years after the
date of the Company Order requesting the authentication and delivery of such
Mortgage Bonds and (b) the Stated Interest Rate, if any, on such Retired Bonds
immediately prior to Maturity is less than the Stated Interest Rate, if any, on
such Mortgage Bonds to be in effect upon the initial authentication and delivery
of such Mortgage Bonds. In general, the interest requirement with respect to
variable interest rate indebtedness, if any, is determined with reference to the
rate or rates in effect on the date immediately preceding such determination or
the rate to be in effect upon initial authentication. (See Section 1.03 and
Article Four).

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<PAGE>

Adjusted Net Earnings are calculated before, among other things, provisions
for income taxes; depreciation or amortization of property; interest on any
indebtedness and amortization of debt discount and expense; any non-recurring
charge to income of whatever kind or nature (including without limitation the
recognition of expense or impairment due to the non-recoverability of assets or
expense), whether or not recorded as a non-recurring item in the Company's books
of account; and any refund of revenues previously collected or accrued by the
Company subject to possible refund. With respect to Mortgage Bonds of a series
subject to a Periodic Offering (such as a medium-term note program), the New
Mortgage Trustee will be entitled to receive a certificate evidencing compliance
with the net earnings requirements only once, at or prior to the time of the
first authentication and delivery of the Mortgage Bonds of such series (unless
the Company Order requesting the authentication and delivery of such Mortgage
Bonds is delivered on or after the date which is two years after the most recent
Net Earnings Certificate was delivered, in which case an updated certificate
would be required to be delivered). (See Sections 1.03 and 4.01.)

Property Additions generally include any property which is owned by the
Company and is subject to the lien of the New Mortgage, except any property the
cost of acquisition or construction of which is properly chargeable to an
operating expense account of the Company. (See Section 1.04.)

Unless otherwise provided in the applicable Prospectus Supplement, the
Company will issue the Mortgage Bonds on the basis of Pledged Bonds (I.E., First
Mortgage Bonds) issued under its First Mortgage.

RELEASE OF PROPERTY

The Company may obtain the release from the lien of the New Mortgage of any
Mortgaged Property if the Fair Value of all of the Mortgaged Property (excluding
the Mortgaged Property to be released but including any Mortgaged Property to be
acquired by the Company with the proceeds of, or otherwise in connection with,
such release) equals or exceeds an amount equal to twenty-fifteenths (20/15ths)
of the aggregate principal amount of Mortgage Bonds Outstanding and bonds issued
under Class "A" Mortgages outstanding (other than Pledged Bonds).

The New Mortgage provides simplified procedures for the release of property
which has been released from the lien of a Class "A" Mortgage, minor properties
and property taken by eminent domain, and provides for dispositions of certain
obsolete property and grants or surrender of certain rights without any release
or consent by the New Mortgage Trustee.

If any property released from the lien of the New Mortgage continues to be
owned by the Company after such release, the New Mortgage will not become a lien
on any improvement, extension or addition to such property or renewals,
replacements or substitutions of or for any part or parts of such property. (See
Article Eight.)

WITHDRAWAL OF CASH

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<PAGE>

Subject to certain limitations, cash held by the New Trustee may (1) be
withdrawn by the Company (a) to the extent of the Cost or Fair Value (whichever
is less) of Unbonded Property Additions, after certain deductions and additions
primarily including adjustments to offset retirements, or (b) in an amount equal
to twenty-fifteenths (20/15ths) of the aggregate principal amount of Mortgage
Bonds that the Company would be entitled to issue on the basis of Retired Bonds
(with the entitlement to such issuance being waived by operation of such
withdrawal), or (c) in an amount equal to twenty-fifteenths (20/15ths) of the
aggregate principal amount of any Outstanding Mortgage Bonds delivered to the
New Trustee, or (2) upon the request of the Company, be applied to (a) the
purchase of Mortgage Bonds (at prices not exceeding twenty-fifteenths (20/15ths)
of the principal amount thereof) or (b) the redemption or payment at Stated
Maturity of Mortgage Bonds (with any Mortgage Bonds received by the New Trustee
pursuant to these provisions being canceled by the New Trustee) (see Section
8.06); provided, however, that cash deposited with the New Mortgage Trustee as
the basis for the authentication and delivery of Mortgage Bonds, as well as cash
representing a payment of principal of Pledged Bonds, may only be withdrawn in
an amount equal to the aggregate principal amount of Mortgage Bonds the Company
would be entitled to issue on any basis (with the entitlement to such issuance
being waived by operation of such withdrawal), or may, upon the request of the
Company, be applied to the purchase, redemption or payment of Mortgage Bonds at
prices not exceeding, in the aggregate, the principal amount thereof (See
Sections 4.05 and 7.02).

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

The Company may not consolidate with or merge into any other corporation or
convey, transfer or lease the Mortgaged Property as or substantially as an
entirety to any person unless (a) such transaction is on such terms as will
fully preserve the lien and security of the New Mortgage and the rights and
powers of the New Mortgage Trustee and Holders, (b) the corporation formed by
such consolidation or into which the Company is merged or the person which
acquires by conveyance or transfer, or which leases, the Mortgaged Property as
or substantially as an entirety is a corporation organized and existing under
the laws of the United States of America or any state or territory thereof or
the District of Columbia, and such corporation executes and delivers to the New
Mortgage Trustee a supplemental indenture, which contains an assumption by such
corporation of the due and punctual payment of the principal of and premium, if
any, and interest, if any, on the Mortgage Bonds and the performance of all of
the covenants of the Company under the New Mortgage and which contains a grant,
conveyance, transfer and mortgage by the corporation confirming the lien of the
New Mortgage on the Mortgaged Property and subjecting to such lien all property
thereafter acquired by the corporation which shall constitute an improvement,
extension or addition to the Mortgaged Property or a renewal, replacement or
substitution of or for any part thereof, and, at the election of the
corporation, subjecting to the lien of the New Mortgage such other property then
owned or thereafter acquired by the corporation as the corporation shall
specify, and (c) in the case of a lease, such lease will be made expressly
subject to termination by the Company or the New Mortgage Trustee at any time
during the continuance of an Event of Default. (See Section 13.01.)

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MODIFICATION OF NEW MORTGAGE

Without the consent of any Holders, the Company and the New Mortgage
Trustee may enter into one or more supplemental indentures for any of the
following purposes:

(a) to evidence the succession of another person to the Company and
the assumption by any such successor of the covenants of the Company in the
New Mortgage and in the Mortgage Bonds; or

(b) to add one or more covenants of the Company or other provisions
for the benefit of all Holders or for the benefit of the Holders of, or to
remain in effect only so long as there shall be Outstanding, Mortgage Bonds
of one or more specified series, or one or more tranches thereof, or to
surrender any right or power conferred upon the Company by the New
Mortgage; or

(c) to correct or amplify the description of any property at any time
subject to the lien of the New Mortgage, or better to assure, convey and
confirm to the New Mortgage Trustee any property subject or required to be
subjected to the lien of the New Mortgage, or to subject to the lien of the
New Mortgage additional property; or

(d) to convey, transfer and assign to the New Mortgage Trustee and to
subject to the lien of the New Mortgage with the same force and effect as
if included in the New Mortgage, property of subsidiaries of the Company
used or to be used for one or more purposes which if owned by the Company
would constitute property used or to be used for one or more of the Primary
Purposes of the Company's Business, which property shall for all purposes
of the New Mortgage be deemed to be property of the Company, together with
such other provisions as may be appropriate to express the respective
rights of the New Mortgage Trustee and the Company in regard thereto; or

(e) to change or eliminate any provision of the New Mortgage or to
add any new provision to the New Mortgage, provided that if such change,
elimination or addition adversely affects the interests of the Holders of
the Mortgage Bonds of any series or tranche in any material respect, such
change, elimination or addition will become effective with respect to such
series or tranche only when no Mortgage Bond of such series or tranche
remains outstanding under the New Mortgage; or

(f) to establish the form or terms of the Mortgage Bonds of any
series or tranche as permitted by the New Mortgage; or

(g) to provide for the authentication and delivery of bearer
securities and coupons appertaining thereto representing interest, if any,
thereon and for the procedures for the registration, exchange and
replacement thereof and for the giving of notice to, and the solicitation
of the vote or consent of, the holders thereof, and for any and all other
matters incidental thereto; or

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(h) to evidence and provide for the acceptance of appointment by a
successor trustee or by a co-trustee or separate trustee; or

(i) to provide for the procedures required to permit the Company to
utilize, at its option, a noncertificated system of registration for all,
or any series or tranche of, the Mortgage Bonds; or

(j) to change any place where (1) the principal of and premium, if
any, and interest, if any, on the Mortgage Bonds of any series, or any
tranche thereof, will be payable, (2) any Mortgage Bonds of any series, or
any tranche thereof, may be surrendered for registration of transfer, (3)
any Mortgage Bonds of any series, or any tranche thereof, may be
surrendered for exchange, and (4) notices and demands to or upon the
Company in respect of the Mortgage Bonds of any series, or any tranche
thereof, and the New Mortgage may be served; or

(k) to cure any ambiguity, to correct or supplement any provision
therein which may be defective or inconsistent with any other provision
therein, or to make any changes to the provisions thereof or to add other
provisions with respect to matters and questions arising under the New
Mortgage, so long as such other changes or additions do not adversely
affect the interests of the Holders of Mortgage Bonds of any series or
tranche in any material respect; or

(l) to reflect changes in Generally Accepted Accounting Principles;
or

(m) to provide the terms and conditions of the exchange or
conversion, at the option of the holders of Mortgage Bonds of any series,
of the Mortgage Bonds of such series for or into Mortgage Bonds of other
series or stock or other securities of the Company or any other
corporation; or

(n) to change the words "Mortgage Bonds" to "First Mortgage Bonds" in
the descriptive title of all Outstanding Bonds at any time after the
discharge of the First Mortgage; or

(o) to comply with the rules or regulations of any national
securities exchange on which any of the Mortgage Bonds may be listed; or

(p) to modify Section 3.01(a) to increase the aggregate principal
amount of Mortgage Bonds which may be authenticated and delivered under the
New Mortgage. (See Section 14.01.)

Without limiting the generality of the foregoing, if the Trust Indenture
Act is amended after the date of the New Mortgage in such a way as to require
changes to the New Mortgage or the incorporation therein of additional
provisions or so as to permit changes to, or the elimination of, provisions
which, at the date of the New Mortgage or at any time thereafter, were required
by the Trust Indenture Act to be contained in the New Mortgage, the Company and
the New Mortgage Trustee may, without the consent of any

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Holders, enter into one or more supplemental indentures to evidence or effect
such amendment. (See Section 14.01.)

Except as provided above, the consent of the Holders of not less than a
majority in aggregate principal amount of the Mortgage Bonds of all series then
Outstanding, considered as one class, is required for the purpose of adding any
provisions to, or changing in any manner, or eliminating any of the provisions
of, the New Mortgage pursuant to one or more supplemental indentures; provided,
however, if less than all of the series of Mortgage Bonds Outstanding are
directly affected by a proposed supplemental indenture, then the consent only of
the Holders of a majority in aggregate principal amount of Outstanding Mortgage
Bonds of all series so directly affected, considered as one class, will be
required; and provided, further, that if the Mortgage Bonds of any series have
been issued in more than one tranche and if the proposed supplemental indenture
directly affects the rights of the Holders of one or more, but less than all,
such tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Mortgage Bonds of all tranches so directly
affected, considered as one class, will be required; and provided, further, that
no such amendment or modification may, without the consent of each Holder of the
Outstanding New Mortgage of each series or tranche directly affected thereby,
(a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Mortgage Bond, or reduce the principal amount
thereof or the rate of interest thereon (or the amount of any installment of
interest thereon) or change the method of calculating such rate or reduce any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Bond that would be due and payable upon a declaration of
acceleration of maturity or change the coin or currency (or other property) in
which any Mortgage Bond or any premium or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the redemption date), (b) permit the creation of any lien ranking prior to the
lien of the New Mortgage with respect to all or substantially all of the
Mortgaged Property or terminate the lien of the New Mortgage on all or
substantially all of the Mortgaged Property, or deprive such Holder of the
benefit of the security of the lien of the New Mortgage, (c) reduce the
percentage in principal amount of the Outstanding Mortgage Bonds of such series
or tranche, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holder of which is required for
any waiver of compliance with any provision of the New Mortgage or any default
thereunder and its consequences, or reduce the requirements for quorum or
voting, or (d) modify certain of the provisions of the New Mortgage relating to
supplemental indentures, waiver of certain covenants and waivers of past
defaults. A supplemental indenture which changes or eliminates any covenant or
other provision of the New Mortgage which has expressly been included solely for
the benefit of the Holders of, or which is to remain in effect only so long as
there shall be Outstanding Mortgage Bonds of one or more specified series, or
one or more tranches thereof, or modifies the rights of the Holders of Mortgage
Bonds of such series or tranches with respect to such covenant or other
provision, will be deemed not to affect the rights under the New Mortgage of the
Holders of the Mortgage Bonds of any other series or tranche. (See Section
14.02.)

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WAIVER

The Holders of at least a majority in aggregate principal amount of all
Mortgage Bonds may waive the Company's obligations to comply with certain
covenants, including the Company's obligation to maintain its corporate
existence and properties, pay taxes and discharge liens, maintain certain
insurance and to make such recordings and filings as are necessary to protect
the security of the Holders and the rights of the New Mortgage Trustee, provided
that such waiver occurs before the time such compliance is required. The
Holders of at least a majority of the aggregate principal amount of Outstanding
Mortgage Bonds of all affected series or tranches, considered as one class, may
waive, before the time for such compliance, compliance with the Company's
obligation to maintain an office or agency where the Mortgage Bonds of such
series or tranches may be surrendered for payment, registration, transfer or
exchange, and compliance with any other covenant specified in a supplemental
indenture respecting such series or tranches. (See Section 6.09.)

EVENTS OF DEFAULT

Each of the following events constitutes an Event of Default under the New
Mortgage:

(1) failure to pay interest on any Mortgage Bond within 60 days after
the same becomes due;

(2) failure to pay principal or premium, if any, on any Mortgage Bond
within 15 days after its Maturity;

(3) failure to perform or breach of any covenant or warranty of the
Company in the New Mortgage (other than a covenant or a warranty a default
in the performance of which or breach of which is dealt with elsewhere
under this paragraph) for a period of 60 days after there has been given to
the Company by the New Mortgage Trustee, or to the Company and the New
Mortgage Trustee by the Holders of at least 50% in principal amount of
Outstanding Mortgage Bonds, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a
"Notice of Default," unless the New Mortgage Trustee, or the New Mortgage
Trustee and the Holders of a principal amount of Mortgage Bonds not less
than the principal amount of Mortgage Bonds the Holders of which gave such
notice, as the case may be, agree in writing to an extension of such period
prior to its expiration; provided, however, that the New Mortgage Trustee,
or the New Mortgage Trustee and such Holders, as the case may be, will be
deemed to have agreed to an extension of such period if corrective action
has been initiated by the Company within such period and is being
diligently pursued;

(4) certain events relating to reorganization, bankruptcy and
insolvency of the Company and appointment of a receiver or trustee for its
property; or

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(5) the occurrence of a Matured Event of Default under any Class "A"
Mortgage; provided that the waiver or cure of any such Matured Event of
Default and the rescission and annulment of the consequences thereof shall
constitute a waiver of the corresponding Event of Default under the New
Mortgage and a rescission and annulment of the consequences thereof. (See
Section 10.01.)

REMEDIES

If an Event of Default occurs and is continuing, then the New Mortgage
Trustee or the Holders of not less than a majority in principal amount of
Mortgage Bonds then Outstanding may declare the principal amount (or if the
Mortgage Bonds are Discount Bonds, such portion of the principal amount as may
be provided for such Discount Bonds pursuant to the terms of the New Mortgage)
of all of the Mortgage Bonds together with premium, if any, and interest
accrued, if any, thereon to be immediately due and payable. At any time after
such declaration of the maturity of the Mortgage Bonds then Outstanding, but
before the sale of any of the Mortgaged Property and before a judgment or decree
for payment of money shall have been obtained by the New Mortgage Trustee as
provided in the New Mortgage, the Event or Events of Default giving rise to such
declaration of acceleration will, without further act, be deemed to have been
waived, and such declaration and its consequences will, without further act, be
deemed to have been rescinded and annulled, if:

(a) the Company has paid or deposited with the New Mortgage Trustee a
sum sufficient to pay:

(1) all overdue interest, if any, on all Mortgage Bonds then
Outstanding;

(2) the principal of and premium, if any, on any Mortgage Bonds
then Outstanding which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Mortgage Bonds; and

(3) all amounts due to the New Mortgage Trustee as compensation
and reimbursement as provided in the New Mortgage; and

(b) any other Event or Events of Default other than the non-payment
of the principal of Mortgage Bonds which shall have become due solely by
such declaration of acceleration, shall have been cured or waived as
provided in the New Mortgage. (See Sections 10.02 and 10.17.)

The New Mortgage provides that, under certain circumstances and to the
extent permitted by law, if an Event of Default occurs and is continuing, the
New Mortgage Trustee has the power to take possession of, and to hold, operate
and manage, the Mortgaged Property, or with or without entry, sell the Mortgaged
Property. If the Mortgaged Property is sold, whether by the New Mortgage
Trustee or pursuant to judicial

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proceedings, the principal of the Outstanding Mortgage Bonds, if not previously
due, will become immediately due, together with premium, if any, and any accrued
interest. (See Sections 10.03, 10.04 and 10.05.)

If an Event of Default occurs and is continuing, the Holders of a majority
in principal amount of the Mortgage Bonds then Outstanding will have the right
to direct the time, method and place of conducting any proceedings for any
remedy available to the New Mortgage Trustee or exercising any trust or power
conferred on the New Mortgage Trustee, provided that (a) such direction does not
conflict with any rule of law or with the New Mortgage, and could not involve
the New Mortgage Trustee in personal liability in circumstances where indemnity
would not, in the New Mortgage Trustee's sole discretion, be adequate, (b) such
direction is not unduly prejudicial to the rights of the nonassenting Holders,
and (c) the New Mortgage Trustee may take any other action deemed proper by the
New Mortgage Trustee which is not inconsistent with such discretion. (See
Section 10.16.)

The New Mortgage provides that no Holder of any Mortgage Bond will have any
right to institute any proceeding, judicial or otherwise, with respect to the
New Mortgage, or for the appointment of a receiver or trustee, or for any other
remedy thereunder, unless (a) such Holder has previously given to the New
Mortgage Trustee written notice of a continuing Event of Default; (b) the
Holders of not less than a majority in aggregate principal amount of the
Mortgage Bonds then Outstanding have made written request to the New Mortgage
Trustee to institute proceedings in respect of such Event of Default and have
offered the New Mortgage Trustee reasonable indemnity against cost and
liabilities incurred in complying with such request; and (c) for 60 days after
receipt of such notice, the New Mortgage Trustee has failed to institute any
such proceeding and no direction inconsistent with such request has been given
to the New Mortgage Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of Mortgage Bonds then Outstanding.
Furthermore, no Holder will be entitled to institute any such action if and to
the extent that such action would disturb or prejudice the rights of other
Holders. (See Section 10.11.) Notwithstanding that the right of a Holder to
institute a proceeding with respect to the New Mortgage is subject to certain
conditions precedent, each Holder of a Mortgage Bond has the right, which is
absolute and unconditional, to receive payment of the principal of and premium,
if any, and interest, if any, on such Mortgage Bond when due and to institute
suit for the enforcement of any such payment, and such rights may not be
impaired without the consent of such Holder. (See Section 10.12.) The New
Mortgage provides that the New Mortgage Trustee give the Holders notice of any
default under the New Mortgage to the extent required by the Trust Indenture
Act, unless such default shall have been cured or waived, except that no such
notice to Holders of a default of the character described in paragraph (3) under
"Events of Default" shall be given until at least 45 days after the occurrence
thereof. (See Section 11.02.) The Trust Indenture Act currently permits the New
Mortgage Trustee to withhold notice of default (except for certain payment
defaults) if the New Mortgage Trustee in good faith determines the withholding
of such notice to be in the interests of the Holders.

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As a condition precedent to certain actions by the New Mortgage Trustee in
the enforcement of the lien of the New Mortgage and institution of action on the
Mortgage Bonds, the New Mortgage Trustee may require adequate indemnity against
costs, expense and liabilities to be incurred in connection therewith. (See
Sections 10.11 and 11.01.)

In addition to every other right and remedy provided in the New Mortgage,
the New Mortgage Trustee may exercise any right or remedy available to the New
Mortgage Trustee in its capacity as owner and holder of Pledged Bonds which
arises as a result of a default or Matured Event of Default under any Class "A"
Mortgage, whether or not an Event of Default under the New Mortgage has then
occurred and is continuing. (See Section 10.20.)

DEFEASANCE

Any Mortgage Bond or Bonds, or any portion of the principal amount thereof,
will be deemed to have been paid for purposes of the New Mortgage, and the
entire indebtedness of the Company in respect thereof will be deemed to have
been satisfied and discharged, if there has been irrevocably deposited with the
New Mortgage Trustee, in trust: (a) money (including Funded Cash) in the amount
which will be sufficient, or (b) Eligible Obligations (as described below),
which do not contain provisions permitting the redemption or other prepayment
thereof at the option of the issuer thereof, the principal of and the interest
on which when due, without any regard to reinvestment thereof, will provide
monies which will be sufficient, or (c) a combination of (a) and (b) which will
be sufficient, to pay when due the principal of and premium, if any, and
interest, if any, due and to become due on such Mortgage Bond or Bonds or
portions thereof. (See Section 9.01.) For this purpose, Eligible Obligations
include direct obligations of, or obligations unconditionally guaranteed by, the
United States of America, entitled to the benefit of the full faith and credit
thereof, and certificates, depositary receipts or other instruments which
evidence a direct ownership interest in such obligations or in any specific
interest or principal payments due in respect thereof.

While there is no legal precedent directly on point, it is possible that,
for federal income tax purposes, any deposit contemplated in the preceding
paragraph could be treated as a taxable exchange of the related Mortgage Bonds
for an issue of obligations of the trust or a direct interest in the cash and
securities held in the trust. In that case, Holders of such Mortgage Bonds
would recognize gain or loss as if the trust obligations or the cash or
securities deposited, as the case may be, had actually been received by them in
exchange for their Mortgage Bonds. Such Holders thereafter would be required to
include in income a share of the income, gain or loss of the trust. The amount
so required to be included in income could be different from the amount that
would be includible in the absence of such deposit. Prospective investors are
urged to consult their own tax advisors as to the specific consequences to them
of such deposit.

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RESIGNATION OF THE NEW MORTGAGE TRUSTEE

The New Mortgage Trustee may resign at any time by giving written notice
thereof to the Company or may be removed at any time by Act of the Holders of a
majority in principal amount of Mortgage Bonds then Outstanding delivered to the
New Mortgage Trustee and the Company. No resignation or removal of the New
Mortgage Trustee and no appointment of a successor trustee will become effective
until the acceptance of appointment by a successor trustee in accordance with
the requirements of the New Mortgage. In addition, so long as no Event of
Default or event which, after notice or lapse of time, or both, would become an
Event of Default has occurred and is continuing, under certain circumstances, if
the Company has delivered to the New Mortgage Trustee a resolution of its Board
of Directors appointing a successor trustee and such successor has accepted such
appointment in accordance with the terms of the New Mortgage, the New Mortgage
Trustee will be deemed to have resigned and the successor will be deemed to have
been appointed as trustee in accordance with the New Mortgage. (See Section
11.10.)

CONCERNING THE NEW MORTGAGE TRUSTEE

The Chase Manhattan Bank (N. A.), the Trustee under the New Mortgage, has
been a regular depositary of funds of the Company. As trustee under both the
New Mortgage and the First Mortgage, The Chase Manhattan Bank (N. A.) would have
a conflicting interest for purposes of the Trust Indenture Act if an Event of
Default were to occur under either mortgage. In that case, the New Mortgage
Trustee may be required to eliminate such conflicting interest by resigning
either as New Mortgage Trustee or as First Mortgage Trustee. There are other
instances under the Trust Indenture Act which would require the resignation of
the New Mortgage Trustee, such as an affiliate of the New Mortgage Trustee
acting as underwriter with respect to any of the Mortgage Bonds.

TRANSFER

The transfer of the Mortgage Bonds may be registered, and Mortgage Bonds
may be exchanged for other Mortgage Bonds of the same series and tranche, of
authorized denominations and of like tenor and aggregate principal amount, at
the office of The Chase Manhattan Bank (N. A.), as Bond Registrar for the
Mortgage Bonds, in Brooklyn, New York. The Company may change the place for
registration of transfer of the Mortgage Bonds, may appoint one or more
additional Bond Registrars (including the Company) and may remove any Bond
Registrar, all at its discretion. (See Section 6.02.) The applicable Prospectus
Supplement will identify any new place for registration of transfer and
additional Bond Registrar appointed, and will disclose the removal of any Bond
Registrar effected, prior to the date of such Prospectus Supplement. Except as
otherwise provided in the applicable Prospectus Supplement, no service charge
will be made for any transfer or exchange of the Mortgage Bonds, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of the Mortgage Bonds. The Company will not be required to issue, and
no Bond Registrar will be required to register, the transfer of or to exchange
(a) Mortgage Bonds of any series (including the Mortgage Bonds) during a period

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of 15 days prior to giving any notice of redemption, or (b) any Mortgage Bond
selected for redemption in whole or in part, except the unredeemed portion of
any Mortgage Bond being redeemed in part. (See Section 3.05.)

DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES

The following description sets forth certain general terms and provisions
of the Subordinated Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Subordinated Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general terms and
provisions may apply to the Subordinated Debt Securities so offered will be
described in the Prospectus Supplement relating to such Debt Securities.

The Subordinated Debt Securities may be issued, in one or more series, from
time to time under an Indenture dated as of ______________, 1995 (the
"Indenture"), between the Company and The Chase Manhattan Bank N.A., as trustee
(the "Indenture Trustee"). The form of the Indenture is filed as an exhibit to
the Registration Statement. Capitalized terms used in this section which are
not otherwise defined in this Prospectus shall have the meanings set forth in
the Indenture.

The following summaries of certain provisions of the Subordinated Debt
Securities and the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by express reference to all the provisions
of the Indenture, including the definitions therein of certain terms.

GENERAL

The Subordinated Debt Securities will be direct, unsecured, subordinated
obligations of the Company.

The Indenture does not limit the aggregate principal amount of Subordinated
Debt Securities that may be issued thereunder and provides that Subordinated
Debt Securities may be issued thereunder from time to time in one or more
series. The Subordinated Debt Securities are issuable in one or more series
pursuant to an indenture supplement to the Indenture or a resolution of the
Company's Board of Directors or a special committee thereof (each, a
"Supplemental Indenture").

The Restated Certificate of Incorporation of the Company limits, subject to
certain exceptions, the amount of unsecured indebtedness that the Company may
issue or assume, without the consent of the holders of a majority of the total
number of shares of preferred stock then outstanding, to 25% of the aggregate of
(i) the total principal amount of all outstanding bonds or other securities
representing secured indebtedness of the Company, and (ii) the total of the
capital stocks and premiums thereon and the surplus of the Company as then
stated on the Company's books. At March 31, 1995, the Company could

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have issued approximately $57 million of unsecured indebtedness (such as the
Subordinated Debt Securities) without violating this provision.

Reference is made to the Prospectus Supplement relating to any Subordinated
Debt Securities being offered for, among other things, the following terms
thereof: (1) the title of the Subordinated Debt Securities; (2) any limit on
the aggregate principal amount of such Subordinated Debt Securities; (3) the
percentage of the principal amount at which such Subordinated Debt Securities
will be issued and, if other than the principal amount thereof, the portion of
the principal amount thereof payable upon acceleration of the maturity thereof,
or the method by which such portion shall be determined; (4) the date or dates
on which the principal of such Subordinated Debt Securities will be payable; (5)
the rights, if any, to defer payments of interest on the Subordinated Debt
Securities by extending the interest payment period, and the duration of such
extensions; (6) the subordination terms of the Subordinated Debt Securities of
such series; (7) the rate or rates at which such Subordinated Debt Securities
will bear interest, or the method by which such rate or rates shall be
determined, and the date or dates from which such interest shall accrue, or the
method by which such date or dates shall be determined; (8) the dates on which
such interest will be payable and the Regular Record Dates for any Interest
Payment Dates and the basis on which interest shall be calculated; (9) the
dates, if any, on which, the price or prices at which the Subordinated Debt
Securities may, pursuant to any mandatory or optional sinking fund provisions,
be redeemed by the Company and other detailed terms and provisions of such
sinking funds; (10) the date, if any, after which, and the price or prices at
which, the Subordinated Debt Securities may, pursuant to any optional redemption
provisions, be redeemed at the option of the Company or of the Holder thereof,
and other detailed terms and provisions of such optional redemption; (11)
whether and under what circumstances the Company will pay Additional Amounts as
contemplated by Section [1005] of the Indenture on such Subordinated Debt
Securities to any Holder who is not a United States person (including any
modification to the definition of such term as provided for the Indenture as
originally executed) in respect to any tax, assessment or governmental charge
and, if so, whether the Company will have the option to redeem such Subordinated
Debt Securities rather than pay such Additional Amounts (and the terms of any
such option); (12) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to such Subordinated
Debt Securities, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein; (13) any
security for such Subordinated Debt Securities; and (14) any other terms of such
Subordinated Debt Securities. For a description of the terms of any series of
the Subordinated Debt Securities, reference must be made to both the Prospectus
Supplement relating thereto and to the description of Subordinated Debt
Securities set forth herein.

Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Subordinated Debt Securities will be issued in United States dollars in
fully registered form, without coupons, in denominations of $25 or any integral
multiple thereof. No service charge will be made for any transfer or exchange
of the Subordinated Debt Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

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Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of, and any premium or interest on, the Subordinated Debt
Securities will be payable, and the Subordinated Debt Securities will be
exchangeable and transfers thereof will be registrable, at the Place of Payment;
provided that, at the option of the Company, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
Security Register.

The Indenture does not contain any provisions that may afford the Holders
of Subordinated Debt Securities protection in the event of a highly leveraged
transaction or other transaction involving the Company that may occur in
connection with a takeover attempt resulting in a decline in the credit rating
of the Subordinated Debt Securities. The Indenture also does not contain any
provisions that would limit the ability of the Company to incur indebtedness.

REGISTRATION AND TRANSFER

Subordinated Debt Securities will be issued as Registered Securities and
either will be in certificated form or will be represented by Global Securities.
Registered Securities will be issuable in denominations of $25 and integral
multiples of $25 or in such other denominations as may be in the terms of the
Subordinated Debt Securities.

Registered Securities will be exchangeable for other Registered Securities
of the same series and of a like aggregate principal amount and tenor of
different authorized denominations. Registered Securities may be presented for
registration of transfer (duly endorsed or accompanied by a written instrument
of transfer), at the corporate trust office of the Indenture Trustee in New
York, New York, or at the office of any transfer agent designated by the Company
for such purpose with respect to any series of Subordinated Debt Securities and
referred to in any Prospectus Supplement. No service charge will be made for
any transfer or exchange of Subordinated Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. If any Prospectus Supplement refers to
any transfer agent (in addition to the Indenture Trustee) initially designated
by the Company with respect to any series of Subordinated Debt Securities, the
Company may at any time rescind the designation of any such transfer agent or
approve a change in the location at which any such transfer agent acts, except
that, if Subordinated Debt Securities of a series are issuable solely as
Registered Securities, the Company will be required to maintain a transfer agent
in each Place of Payment for such series. The Company may at any time designate
additional transfer agents with respect to any series of Subordinated Debt
Securities.

In the event of any redemption of any Subordinated Debt Securities, the
Company shall not be required to: (i) issue, register the transfer of or
exchange any Subordinated Debt Securities during a period beginning at the
opening of business 15 days before any selection of Subordinated Debt Securities
of that series to be redeemed and ending at the close of business on the day of
mailing of the relevant notice of redemption; (ii) register the transfer of or
exchange any Subordinated Debt Securities, or portion thereof, called for
redemption, except the unredeemed portion of any Subordinated Debt Security
being

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redeemed in part; or (iii) issue, register the transfer of or exchange any
Subordinated Debt Securities that has been surrendered for repayment at the
option of the Holder, except the portion if any, thereof not to be so repaid.

GLOBAL SECURITIES

The Subordinated Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Securities (as such term is defined
below), which will be deposited with, or on behalf of, a depositary (the
"Depositary") or its nominee identified in the applicable Prospectus Supplement.
In such case, one or more Global Securities will be issued in a denomination or
aggregate denomination equal to the portion of the aggregate principal amount of
outstanding Subordinated Debt Securities of the series to be represented by such
Global Security or Global Securities. Unless and until it is exchanged in whole
or in part for Subordinated Debt Securities in registered form, a Global
Security may not be registered for transfer or exchange except as (i) a whole by
the Depositary for such Global Security to a nominee of such Depositary, by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary, or by any nominee to a successor Depositary or
a nominee of such successor Depositary, and (ii) in the circumstances described
in the applicable Prospectus Supplement. The term "Global Security," when used
with respect to any series of Subordinated Debt Securities, means a Debt
Security that is executed by the Company and authenticated and delivered by the
Indenture Trustee to the Depositary or pursuant to the Depositary's instruction,
which shall be registered in the name of the Depositary or its nominee and which
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Subordinated Debt Securities of such
series or any portion thereof, in either case having the same terms, including,
without limitation, the same original issue date, date or dates on which
principal is due, and interest rate or method of determining the interest rate.

The specific terms of the depositary arrangement with respect to any
portion of a series of Subordinated Debt Securities to be represented by a
Global Security will be described in the applicable Prospectus Supplement. The
Company expects that the following provisions will apply to depositary
arrangements.

Unless otherwise specified in the applicable Prospectus Supplement,
Subordinated Debt Securities that are to be represented by a Global Security to
be deposited with or on behalf of a Depositary will be represented by a Global
Security registered in the name of such Depositary or its nominee. Upon the
issuance of such Global Security, and the deposit of such Global Security with
or on behalf of the Depositary for such Global Security, the Depositary will
credit on its book-entry registration and transfer system the respective
principal amounts of the Subordinated Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such Depositary
or its nominee ("participants"). The accounts to be credited will be designated
by the underwriters or agents of such Subordinated Debt Securities or, if such
Subordinated Debt Securities are offered and sold directly by the Company, by
the Company. Ownership of beneficial interests in such Global Security will be
limited to participants or persons that may hold

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interests through participants. Ownership of beneficial interests by
participants in such Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such Global Securities.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Subordinated
Debt Securities represented by such Global Security for all purposes under the
Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be entitled to
have Subordinated Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Subordinated Debt Securities of such series in certificated
form and will not be considered the Holders thereof for any purposes under the
Indenture. Accordingly, each person owning a beneficial interest in such Global
Security must rely on the procedures of the Depositary and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest to exercise any rights of a Holder under the Indenture.
The Company understands that under existing industry practices, if the Company
requests any action of Holders or an owner of a beneficial interest in such
Global Security desires to give any notice or take any action a Holder is
entitled to give or take under the Indenture, then the Depositary would
authorize the participants to give such notice or take such action, and
participants would authorize beneficial owners owning through such participants
to give such notice or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.

Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.

CONSOLIDATION, MERGER AND SALE

The Indenture does not contain any covenant which restricts the Company's
ability to merge or consolidate with or into any other corporation, sell or
convey all or substantially all of its assets to any person, firm or corporation
or otherwise engage in restructuring transactions.

EVENTS OF DEFAULT

The Indenture provides, with respect to any series of Subordinated Debt
Securities outstanding thereunder, that any one or more of the following events
that has occurred and is continuing shall constitute an Event of Default:
(i) default in the payment of any interest upon or any Additional Amounts
payable in respect of any Subordinated Debt Security of

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that series, or of any coupon appertaining thereto, when the same becomes due
and payable and continues for 30 days; provided, however, that, a valid
extension of the interest payment period by the Company for the Subordinated
Debt Securities shall not constitute a default in the payment of interest for
this purpose, and provided further that, if Subordinated Debt Securities are
issued to a NWPS Trust, or a trustee of such trust, in connection with the
issuance of Trust Securities by such NWPS Trust, said 30-day period will be
replaced by a ten-day period; (ii) default in the payment of the principal of or
any premium on any Subordinated Debt Security of that series when due, whether
at maturity, upon redemption, by declaration or otherwise; provided, however,
that, a valid extension of the maturity of the Subordinated Debt Securities
shall not constitute a default for this purpose; (iii) default in the deposit of
any sinking fund payment, when and as due by the terms of any Subordinated Debt
Securities of that series; (iv) default in the performance or breach of any
covenant or agreement of the Company in the Indenture with respect to any
Subordinated Debt Security of that series, continued for 60 days after written
notice to the Company from the Indenture Trustee or from the holders of at least
25% of the outstanding Subordinated Debt Securities of that series; (v) certain
events in bankruptcy, insolvency or reorganization of the Company; (vi) the
voluntary or involuntary dissolution, winding-up or termination of a NWPS Trust
to which (or to a trustee of such trust to which) Subordinated Debt Securities
were issued in connection with the issuance of Trust Securities by such NWPS
Trust, except in connection with the distribution of Subordinated Debt
Securities to the holders of Trust Securities in liquidation of such NWPS Trust,
the redemption of all of the Trust Securities of such NWPS Trust, or certain
mergers, consolidations or amalgamations, each as permitted by the Declaration
of such NWPS Trust; and (vii) any other Event of Default provided with respect
to Subordinated Debt Securities of that series. The Company is required to file
annually with the Indenture Trustee an officer's certificate as to the Company's
compliance with all conditions and covenants under the Indenture. The Indenture
provides that the Indenture Trustee may withhold notice to the Holders of
Subordinated Debt Securities of any default, except in the case of a default on
the payment of the principal of (or premium), if any, or interest on any
Subordinated Debt Securities or the payment of any sinking fund installment with
respect to such Subordinated Debt Securities if it considers it in the interest
of the Holders of Subordinated Debt Securities to do so.

If an Event of Default, other than certain events with respect to
bankruptcy, insolvency and reorganization of the Company or any Significant
Subsidiary, occurs and is continuing with respect to Subordinated Debt
Securities of a particular series, the Indenture Trustee or the Holders of not
less than 25% in principal amount of Outstanding Subordinated Debt Securities of
that series may declare the Outstanding Subordinated Debt Securities of that
series due and payable immediately. If an Event of Default with respect to
certain events of bankruptcy, insolvency or reorganization of the Company or any
Significant Subsidiary with respect to Subordinated Debt Securities of a
particular series shall occur and be continuing, then the principal of all the
Outstanding Subordinated Debt Securities of that series, and accrued and unpaid
interest thereon, shall automatically be due and payable without any act on the
part of the Indenture Trustee or any Holder.

Subject to the provisions relating to the duties of the Indenture Trustee,
if an Event of Default with respect to Subordinated Debt Securities of a
particular series occurs and is

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continuing, the Indenture Trustee shall be under no obligation to exercise any
of its rights or powers under the Indenture at the request or direction of any
of the Holders of Subordinated Debt Securities of such series, unless such
Holders shall have offered to the Indenture Trustee reasonable indemnity and
security against the costs, expenses and liabilities that might be incurred by
it in compliance with such request. Subject to such provisions for the
indemnification of the Indenture Trustee, the Holders of a majority in principal
amount of the Outstanding Subordinated Debt Securities of such series shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Indenture Trustee under the Indenture, or exercising
any trust or power conferred on the Indenture Trustee with respect to the
Subordinated Debt Securities of that series. The Indenture Trustee may refuse
to follow directions in conflict with law or the Indenture that may involve the
Indenture Trustee in personal liability or may be unduly prejudicial to Holders
not joining therein.

The Holders of not less than a majority in principal amount of the
Outstanding Subordinated Debt Securities of any series may, on behalf of the
Holders of all the Subordinated Debt Securities of such series and any related
coupons, waive any past default under the Indenture with respect to such series
and its consequences, except a default (i) in the payment of the principal of
(or premium, if any) or interest on or Additional Amounts payable in respect of
any Subordinated Debt Security of such series unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
due otherwise than by acceleration and any applicable premium has been deposited
with the Indenture Trustee or (ii) in respect of a covenant or provision that
cannot be modified or amended without the consent of the Holder of each
Outstanding Subordinated Debt Security of such series affected thereby.

MODIFICATION OR WAIVER

Modification and amendment of the Indenture may be made by the Company and
the Indenture Trustee with the consent of the Holders of not less than a
majority in principal amount of all Outstanding Subordinated Debt Securities or
any series that are affected by such modification or amendment; provided that,
no such modification or amendment may, without the consent of the Holder of each
Outstanding Subordinated Debt Security of such series, among other things,
(i) change the Stated Maturity of the principal of (or premium, if any, on) or
any installment of principal of or interest on any Subordinated Debt Security of
such series, (ii) reduce the principal amount or the rate of interest on or any
Additional Amounts payable in respect of, or any premium payable upon the
redemption of, any Subordinated Debt Security of such series, (iii) change any
obligation of the Company to pay Additional Amounts in respect of any
Subordinated Debt Security of such series, (iv) reduce the amount of principal
of a Subordinated Debt Security of such series that is an Original Issue
Discount Security and would be due and payable upon a declaration of
acceleration of the Maturity thereof, (v) adversely affect any right of
repayment at the option of the Holder of any Subordinated Debt Security of such
series, (vi) change the place or currency of payment of principal of, or any
premium or interest on, any Subordinated Debt Security of such series,
(vii) impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof or any

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Redemption Date or Repayment Date therefor, (viii) reduce the above-stated
percentage of Holders of Outstanding Subordinated Debt Securities of such series
necessary to modify or amend the Indenture or to consent to any waiver
thereunder or reduce the requirements for voting or quorum described below, (ix)
modify the change of control provisions, if any, or (x) modify the foregoing
requirements or reduce the percentage of Outstanding Subordinated Debt
Securities of such series necessary to waive any past default.

Modification and amendment of the Indenture may be made by the Company and
the Indenture Trustee without the consent of any Holder, for any of the
following purposes: (i) to evidence the succession of another person to the
Company as obligor under the Indenture; (ii) to add to the covenants of the
Company for the benefit of the Holders of all or any series of Subordinated Debt
Securities; (iii) to add Events of Default for the benefit of the Holders of all
or any series of Subordinated Debt Securities; (iv) to add or change any
provisions of the Indenture to facilitate the issuance of Bearer Securities; (v)
to change or eliminate any provisions of the Indenture, provided that any such
change or elimination shall become effective only when there are no Outstanding
Subordinated Debt Securities of any series created prior thereto that are
entitled to the benefit of such provision; (vi) to establish the form or terms
of Subordinated Debt Securities of any series; (vii) to secure the Subordinated
Debt Securities; (viii) to provide for the acceptance of appointment by a
successor Indenture Trustee or facilitate the administration of the trusts under
the Indenture by more than one Indenture Trustee; and (ix) to close the
Indenture with respect to the authentication and delivery of additional series
of Subordinated Debt Securities, in order to cure any ambiguity, defect or
inconsistency in the Indenture, provided such action does not adversely affect
the interest of Holders of Subordinated Debt Securities of any series in any
material respect.

CERTAIN COVENANTS

If Subordinated Debt Securities are issued to a NWPS Trust or a trustee of
such trust in connection with the issuance of Trust Securities by such NWPS
Trust and (i) there shall have occurred any event that would constitute an Event
of Default or (ii) the Company shall be in default with respect to its payment
of any obligations under the related Guarantee or Common Securities Guarantee,
then (a) the Company shall not declare or pay dividends on, or make a
distribution with respect to or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its capital stock, and (b) the
Company shall not make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities issued by the Company that
rank pari passu with or junior to such Subordinated Debt Securities; provided,
however, that, restriction (a) above does not apply to any stock dividends paid
by the Company where the dividend stock is the same stock as that on which the
dividend is being paid.

If Subordinated Debt Securities are issued to a NWPS Trust or a trustee of
such trust in connection with the issuance of Trust Securities by such NWPS
Trust, and the Company shall have given notice of its election to defer payments
of interest on such Subordinated Debt Securities by extending the interest
payment period as provided in the Indenture and such period, or any extension
thereof, shall be continuing then (a) the Company shall not

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declare or pay dividends on, or make a distribution with respect to or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of its
capital stock, and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company that rank pari passu with or junior to such
Subordinated Debt Securities; provided, however, that, the restriction (a) above
does not apply to any stock dividends paid by the Company, where the dividend
stock is the same as that on which the dividend is being paid.

If Subordinated Debt Securities are issued to a NWPS Trust or a trustee of
such trust in connection with the issuance of Trust Securities by such NWPS
Trust, for so long as such Trust Securities remain outstanding, the Company will
covenant (i) to directly or indirectly maintain 100% ownership of the Common
Securities of such NWPS Trust; provided, however, that any permitted successor
of the Company under the Indenture may succeed to the Company's ownership of
such Common Securities and (ii) to use its reasonable efforts to cause such NWPS
Trust (a) to remain a statutory business trust, except in connection with the
distribution of Subordinated Debt Securities to the holders of Trust Securities
in liquidation of such NWPS Trust, the redemption of all of the Trust Securities
of such NWPS Trust, or certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such NWPS Trust, and (b) to otherwise continue
to be classified as a grantor trust for United States federal income tax
purposes.

SECURITY AND SUBORDINATION

Any security for the Subordinated Debt Securities will be described in the
Prospectus Supplement that will accompany this Prospectus. The Subordinated
Debt Securities will be subordinated and junior in right of payment to certain
other indebtedness of the Company to the extent set forth in the Prospectus
Supplement that will accompany this Prospectus.

GOVERNING LAW

The Indenture and the Subordinated Debt Securities will be governed by, and
construed in accordance with, the internal laws of the State of New York.

INFORMATION CONCERNING THE INDENTURE TRUSTEE

The Indenture Trustee, prior to default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after default, shall
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provision, the Indenture
Trustee is under no obligation to exercise any of the powers vested in it by the
Indenture at the request of any holder of Subordinated Debt Securities, unless
offered reasonable indemnity by such holder against the costs, expenses and
liabilities that might be incurred thereby. The Indenture Trustee is not
required to expand or risk its own funds or otherwise incur personal financial
liability in the performance of its duties if the Indenture Trustee reasonably
believes that repayment or adequate indemnity is not reasonably assured to it.

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DEFEASANCE

The Indenture provides that, except as may be provided in respect of any
series of Subordinated Debt Securities, the provisions of Article Fourteen shall
apply to the Subordinated Debt Securities of any series and the Company may
elect either to (a) except in respect of any Subordinated Debt Securities to
which a NWPS Trust or a trustee of such trust is the holder, defease and be
discharged from any and all obligations with respect to such Subordinated Debt
Securities (except for the obligation to pay Additional Amounts, if any, upon
the occurrence of certain events of tax, assessment or governmental charge with
respect to payments on such Subordinated Debt Securities and the obligations to
register the transfer or exchange of such Subordinated Debt Securities, to
replace temporary or mutilated, destroyed, lost or stolen Subordinated Debt
Securities, to maintain an office or agency in respect of such Subordinated Debt
Securities, and to hold moneys for payment in trust) ("Defeasance") or (b) be
released from its obligations with respect to such Subordinated Debt Securities
under Section 1402 or, if provided pursuant to Section 1403 of the Indenture,
its obligations with respect to any other covenant, and any omission to comply
with such obligations shall not constitute a default or an Event of Default with
respect to such Subordinated Debt Securities ("covenant defeasance"), in either
case, upon the irrevocable deposit by the Company with the Indenture Trustee (or
other qualifying trustee), in trust, of an amount, in such Currency in which
such Subordinated Debt Securities are then specified as payable at Stated
Maturity, or Government Obligations (as defined below), or both, applicable to
such Subordinated Debt Securities (with such applicability being determined on
the basis of the currency, currency unit or composite currency in which such
Subordinated Debt Securities are then specified as payable at Stated Maturity)
which through the scheduled payment of principal and interest in accordance with
their terms will provide money in an amount sufficient to pay the principal of
(and premium, if any) and interest, if any, on such Subordinated Debt
Securities, and any mandatory sinking fund or analogous payments thereon, on the
scheduled due dates therefor.

Such a trust may only be established if, among other things, the Company
has delivered to the Indenture Trustee an Opinion of Counsel (as specified in
the Indenture) to the effect that the Holders of such Subordinated Debt
Securities will not recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to United States federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred; provided that, such Opinion of Counsel,
in the case of defeasance under clause (a) above, must refer to and be based
upon a revenue ruling of the Internal Revenue Service or a change in applicable
United States federal income tax law occurring after the date of the Indenture.

"Government Obligations" means securities that are (i) direct obligations
of the government that issued the Currency in which the Subordinated Debt
Securities of a particular series are payable, for the payment of which its full
faith and credit is pledged, or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the government that
issued the Currency in which the Subordinated Debt Securities of such series are
payable, the payment of which is unconditionally guaranteed

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<PAGE>

as a full faith and credit obligation by the United States of America or such
other government, 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 or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
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 Government Obligation or the specific payment of interest in or principal of
the Government Obligation evidenced by such depository receipt.

Unless otherwise provided in the Prospectus Supplement, if, after the
Company has deposited funds and/or Government Obligations to effect defeasance
or covenant defeasance relating thereto with respect to Subordinated Debt
Securities of any series, (a) the Holder of a Subordinated Debt Security of such
series is entitled to and does elect, pursuant to the terms of such Subordinated
Debt Security, to receive payment in a currency other than that in which such
deposit has been made in respect of such Subordinated Debt Security or (b) the
currency in which such deposit has been made in respect of any Subordinated Debt
Security of such series ceases to be used by its government of issuance, then
the indebtedness represented by such Subordinated Debt Security shall be deemed
to have been, and will be, fully discharged and satisfied through the payment of
the principal of (and premium, if any) and interest, if any, on such
Subordinated Debt Security as they become due out of the proceeds yielded by
converting the amount so deposited in respect of such Subordinated Debt Security
into the Currency in which such Subordinated Debt Security becomes payable as a
result of such election or such cessation of usage based on the applicable
Market Exchange Rate. Unless otherwise provided in the Prospectus Supplement,
all payments of principal of (and premium, if any) and interest, if any, and
Additional Amounts, if any, on any Subordinated Debt Security that is payable in
a Foreign Currency that ceases to be used by its government of issuance shall be
made in U. S. Dollars.

In the event the Company effects covenant defeasance with respect to (i)
any Subordinated Debt Securities and any related coupons and (ii) such
Subordinated Debt Securities and any related coupons are declared due and
payable because of the occurrence of any Event of Default, other than the Event
of Default described in clause (iii) or (v) under "Events of Default," with
respect to any covenant for which there has been defeasance, the Currency and/or
Government Obligations on deposit with the Indenture Trustee will be sufficient
to pay amounts due on such Subordinated Debt Securities and any related coupons
at the time of their Stated Maturity but may not be sufficient to pay amounts
due on such Subordinated Debt Securities and any related coupons at the time of
the acceleration resulting from such Event of Default. However, the Company
would remain liable to make payment of such amounts due at the time of
acceleration.

The Prospectus Supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance, including any modifications
to the provisions

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described above, with respect to the Subordinated Debt Securities of or within a
particular series and any related coupons.

MISCELLANEOUS

The Company will have the right at all times to assign any of its
respective rights or obligations under the Indenture to a direct or indirect
wholly-owned subsidiary of the Company; provided, that, in the event of any such
assignment, the Company will remain liable for all of their respective
obligations. Subject to the foregoing, the Indenture will be binding upon and
inure to the benefit of the parties thereto and their respective successors and
assigns. The Indenture provides that it may not otherwise be assigned by the
parties thereto.

DESCRIPTION OF THE PREFERRED SECURITIES

Each NWPS Trust may issue, from time to time, only one series of Preferred
Securities having terms described in the Prospectus Supplement relating thereto.
The Declaration of each NWPS Trust authorizes the Regular Trustees of such NWPS
Trust to issue on behalf of such NWPS Trust one series of Preferred Securities.
The Declaration will be qualified as an indenture under the Trust Indenture Act.
The Preferred Securities will have such terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions as shall be set forth in the
Declaration or made part of the Declaration by the Trust Indenture Act.

Reference is made to the Prospectus Supplement relating to the Preferred
Securities of a NWPS Trust for specific terms, including (i) the distinctive
designation of such Preferred Securities, (ii) the number of Preferred
Securities issued by such NWPS Trust, (iii) the annual distribution rate (or
method of determining such rate) for Preferred Securities issued by such NWPS
Trust and the date or dates upon which such distributions shall be payable
(provided, however, that, distributions on such Preferred Securities shall be
payable on a quarterly basis to holders of such Preferred Securities as of a
record date in each quarter during which such Preferred Securities are
outstanding), (iv) whether distributions on Preferred Securities issued by such
NWPS Trust shall be cumulative, and, in the case of Preferred Securities having
such cumulative distribution rights, the date or dates or method of determining
the date or dates from which distributions on Preferred Securities issued by
such NWPS Trust shall be cumulative, (v) the amount or amounts which shall be
paid out of the assets of such NWPS Trust to the holders of Preferred Securities
of such NWPS Trust upon voluntary or involuntary dissolution, winding-up or
termination of such NWPS Trust, (vi) the obligation, if any, of such NWPS Trust
to purchase or redeem Preferred Securities issued by such NWPS Trust and the
price or prices at which, the period or periods within which and the terms and
conditions upon which Preferred Securities issued by such NWPS Trust shall be
purchased or redeemed, in whole or in part, pursuant to such obligation,
(vii) the voting rights, if any, of Preferred Securities issued by such NWPS
Trust in addition to those required by law, including the number of votes per
Preferred Security and any requirement for the approval by the holders of
Preferred Securities, or of Preferred Securities issued by one or more NWPS
Trusts or of both, as a condition to specified action

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or amendments to the Declaration of such NWPS Trust, and (viii) any other
relevant rights, preferences, privileges, limitations or restrictions of
Preferred Securities issued by such NWPS Trust consistent with the Declaration
of such NWPS Trust, or with applicable law. All Preferred Securities offered
hereby will be guaranteed by the Company to the extent set forth below under
"Description of the Guarantees." Certain United States federal income tax
considerations applicable to any offering of Preferred Securities will be
described in the Prospectus Supplement relating thereto.

In connection with the issuance of Preferred Securities, each NWPS Trust
will issue one series of Common Securities. The Declaration of each NWPS Trust
authorizes the Regular Trustees of each trust to issue on behalf of such NWPS
Trust one series of Common Securities having such terms including distributions,
redemption, voting, liquidation rights or such restrictions as shall be set
forth therein. The terms of the Common Securities issued by a NWPS Trust will
be substantially identical to the terms of the Preferred Securities issued by
such NWPS Trust and the Common Securities will rank pari passu, and payments
will be made thereon pro rata with the Preferred Securities except that, upon an
event of default under the Declaration, the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Preferred Securities. Except in certain limited circumstances, the Common
Securities will also carry the right to vote and to appoint, remove or replace
any of the NWPS Trustees of a NWPS Trust. All of the Common Securities of a
NWPS Trust will be directly or indirectly owned by the Company.

DESCRIPTION OF THE GUARANTEES

Set forth below is a summary of information concerning the Guarantees that
will be executed and delivered by the Company for the benefit of the holders,
from time to time, of Preferred Securities. Each Guarantee will be qualified as
an indenture under the Trust Indenture Act. Wilmington Trust Company will act
as indenture trustee under each Guarantee (the "Guarantee Trustee"). The terms
of each Guarantee will be those set forth in each Guarantee and those made part
of each Guarantee by the Trust Indenture Act. The summary does not purport to
be complete and is subject in all respects to the provisions of, and is
qualified in its entirety by reference to, the form of Guarantee, which is filed
as an exhibit to the Registration Statement of which this Prospectus forms a
part, and the Trust Indenture Act. Each Guarantee will be held by the Guarantee
Trustee for the benefit of the holders of the Preferred Securities of the
applicable NWPS Trust.

GENERAL

Pursuant to each Guarantee, the Company will irrevocably and
unconditionally agree, to the extent set forth herein, to pay in full to the
holders of the Preferred Securities issued by a NWPS Trust, the Guarantee
Payments (as defined herein) (except to the extent paid by such NWPS Trust), as
and when due, regardless of any defense, right of set-off or counterclaim which
such NWPS Trust may have or assert. The following payments with

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respect to Preferred Securities issued by a NWPS Trust (the "Guarantee
Payments"), to the extent not paid by such NWPS Trust will be subject to the
Guarantee (without duplication): (i) any accrued and unpaid distributions that
are required to be paid on such Preferred Securities, to the extent such NWPS
Trust shall have funds legally available therefor, (ii) the redemption price,
including all accrued and unpaid distributions to the date of redemption (the
"Redemption Price"), to the extent such NWPS Trust has funds legally available
therefor with respect to any Preferred Securities called for redemption by such
NWPS Trust, and (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of such NWPS Trust (other than in connection with the distribution
of Subordinated Debt Securities to the holders of Preferred Securities or the
redemption of all of the Preferred Securities) the lesser of (a) the aggregate
of the liquidation amount and all accrued and unpaid distributions on such
Preferred Securities to the date of payment to the extent such NWPS Trust has
funds legally available therefor and (b) the amount of assets of such NWPS Trust
remaining available for distribution to holders of such Preferred Securities in
liquidation of such NWPS Trust. The Company's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by the
Company to the holders of Preferred Securities or by causing such NWPS Trust to
pay such amounts to such holders.

Each Guarantee will be a full and unconditional guarantee with respect to
the Preferred Securities issued by the applicable NWPS Trust from the time of
issuance of such Preferred Securities but will not apply to any payment of
distributions except to the extent such NWPS Trust shall have funds legally
available therefor. If the Company does not make interest payments on the
Subordinated Debt Securities purchased by such NWPS Trust, such NWPS Trust will
not pay distributions on the Preferred Securities issued by a NWPS Trust and
will not have funds legally available therefor. See "Description of the
Subordinated Debt Securities."

The Company has also agreed to irrevocably and unconditionally guarantee
the obligations of the NWPS Trusts with respect to the Common Securities (the
"Common Securities Guarantee") to the same extent as the Guarantees, except
that, upon an event of default under the Indenture, holders of Preferred
Securities under the Guarantees shall have priority over holders of Common
Securities under the Common Securities Guarantees with respect to distributions
and payments on liquidation, redemption or otherwise.

CERTAIN COVENANTS OF THE COMPANY

In each Guarantee, the Company will covenant that, so long as any Preferred
Securities issued by the applicable NWPS Trust remain outstanding, if there
shall have occurred any event that would constitute an event of default under
such Guarantee or the Declaration of such NWPS Trust, then (a) the Company shall
not declare or pay any dividend on, or make any distribution with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company which rank pari passu with or junior to such
Subordinated Debt Securities. However, each Guarantee will except from the

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foregoing any stock dividends paid by the Company where the dividend stock is of
the same as that on which the dividend is being paid.

MODIFICATION OF THE GUARANTEES; ASSIGNMENT

Except with respect to any changes that do not adversely affect the rights
of holders of Preferred Securities (in which case no vote will be required),
each Guarantee may be amended only with the prior approval of the holders of not
less than 66 2/3% in liquidation amount of the outstanding Preferred Securities
issued by the applicable NWPS Trust. The manner of obtaining any such approval
of holders of such Preferred Securities will be set forth in an accompanying
Prospectus Supplement. All guarantees and agreements contained in a Guarantee
shall bind the successors, assignees, receivers, trustees and representatives of
the Company and shall inure to the benefit of the holders of the Preferred
Securities of the applicable NWPS Trust then outstanding.

EVENTS OF DEFAULT

An Event of Default under the Guarantee will occur upon the failure of the
Company to perform any of its payments or other obligations thereunder. The
holders of a majority in liquidation amount of the Preferred Securities to which
a Guarantee relates have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in
respect of the Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under the Guarantee.

If the Guarantee Trustee fails to enforce such Guarantee, any holder of
Preferred Securities relating to such Guarantee may, after a period of 30 days
has elapsed from such holders written request to the Guarantee Trustee to
enforce the Guarantee, institute a legal proceeding directly against the Company
to enforce the Guarantee Trustee's rights under such Guarantee without first
instituting a legal proceeding against the relevant NWPS Trust, the Guarantee
Trustee or any other person or entity.

The Company will be required to provide annually to the Guarantee Trustee a
statement as to the performance by the Company of certain of its obligations
under each of the Guarantees and as to any default in such performance.

The Company is required to file annually with the Guarantee Trustee an
officer's certificate as to the Company's compliance with all conditions under
each of the Guarantees.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, prior to the occurrence of a default, undertakes to
perform only such duties as are specifically set forth in the Guarantee and,
after default with respect to a Guarantee, shall exercise the same degree of
care as a prudent individual would exercise in the conduct of his or her own
affairs. Subject to such provision, the Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by a Guarantee Agreement
at the request of any holder of Preferred Securities unless it is offered

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reasonable indemnity against the costs, expenses and liabilities that might be
incurred thereby.

TERMINATION OF THE GUARANTEES

Each Guarantee will terminate as to the Preferred Securities issued by the
applicable NWPS Trust upon full payment of the Redemption Price of all Preferred
Securities of the NWPS Trust, upon distribution of the Subordinated Debt
Securities held by the NWPS Trust to the holders of the Preferred Securities of
such NWPS Trust, or upon full payment of the amounts payable in accordance with
the Declaration of such NWPS Trust upon liquidation of such NWPS Trust. Each
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of Preferred Securities issued by the applicable
NWPS Trust must restore payment of any sums paid under such Preferred Securities
or such Guarantee.

STATUS OF THE GUARANTEES

Each Guarantee will constitute an unsecured obligation of the Company and
will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Company and with any guarantee
now or hereafter entered into by the Company in respect of any preferred or
preference stock of any affiliate of the Company, and (iii) senior to the
Company's common stock. The terms of the Preferred Securities provide that each
holder of Preferred Securities issued by a NWPS Trust by acceptance thereof
agrees to the subordination provisions and other terms of the applicable
Guarantee.

Each Guarantee will constitute a guarantee of payment and not of collection
(allowing the guaranteed party to institute a legal proceeding directly against
the guarantor to enforce its rights under a Guarantee without instituting a
legal proceeding against any other person or entity).

GOVERNING LAW

The Guarantee will be governed by and construed in accordance with the
internal laws of the State of New York.

DESCRIPTION OF THE COMMON STOCK

GENERAL

Under the Company's Restated Certificate of Incorporation, as amended (the
"Charter"), the Company is authorized to issue three classes of capital stock:
300,000 shares of Cumulative Preferred Stock, par value $100 per share, of which
26,000 shares of 4 1/2% Cumulative Preferred Stock and 40,000 shares of 5 1/4%
Cumulative Preferred Stock are outstanding; 200,000 shares of Preference Stock,
par value $50 per share, none of which are outstanding; and 20,000,000 shares of
Common Stock, par value $3.50 per share 7,677,232

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of which were outstanding as of June 13, 1995. The Cumulative Preferred Stock
and the Preference Stock may be issued at any time by the Board of Directors in
such series with such terms as it may fix in resolutions providing for the
issuance thereof.

The following statements are summaries of certain provisions relating to
the Common Stock contained in the Charter, the Company's First Mortgage Bond
Indenture, as supplemented to date (the "1940 Indenture"), and the Company's New
Mortgage (the 1940 Indenture and the New Mortgage Indenture are referred to
together as the "Bond Indentures"). Such summaries are not complete
descriptions of the provisions of the Charter and the Bond Indentures and are
qualified in their entirety by reference thereto. The Charter and the Bond
Indentures are contained in exhibits to reports and registration statements
which have been filed with the Commission (see "Available Information").

DIVIDEND RIGHTS

Subject to the limitations described in the following three paragraphs,
dividends may be paid on the Common Stock out of funds legally available for
that purpose, when and as declared by the Company's Board of Directors.

The Company may not declare or pay cash dividends on the Common Stock
unless full dividends on all Cumulative Preferred Stock and on any Preference
Stock then outstanding for the current and all past quarterly dividend periods
have been paid or provided for. Also, dividends on the Common Stock may not he
paid unless the Company has complied with all sinking fund requirements for
those series of the Cumulative Preferred Stock and any Preference Stock which
have such requirements.

Under the terms of the Charter, for so long as shares of Cumulative
Preferred Stock are outstanding, the following dividend limitations may not be
exceeded unless authorized by the holders of two-thirds of the outstanding
shares of such stock: dividends (other than dividends payable in Common Stock)
and other distributions on, or acquisitions by the Company for value of, Common
Stock (a) may not exceed 50% of the Company's Net Income Available for Common
Stock for the preceding 12-months' period if the "common stock equity" of the
Company is less than 20% of "total capitalization" (each calculated as required
by the Charter) and (b) may not exceed 75% of such Net Income if such
capitalization ratio is 20% or more but less than 25%. If such capitalization
ratio is 25% or more, no such dividend, distribution or acquisition shall be
declared, paid or effected which would reduce such ratio to less than 25%,
except to the extent permitted by clauses (a) and (b). Pursuant to these
provisions, at March 31, 1995, retained earnings were not restricted as to
availability for cash dividends on the Common Stock and the Company's "common
stock equity" was 47% of its "total capitalization".

The Bond Indentures and certain purchase agreements relating to presently
outstanding Cumulative Preferred Stock contain covenants limiting the funds
available for payment of cash dividends and other distributions on the Common
Stock (for payment as well as purchases of Common Stock by the Company). Under
the most restrictive of existing covenants in the Bond Indentures or in such
purchase agreements, at March 31,

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1995, a total of approximately $46,271,000 was available for cash dividends on
the Common Stock. In addition, under the 1940 Indenture cash dividends on the
Common Stock and purchases of Common Stock may be made only if the aggregate
amount expended for maintenance and provided for depreciation by the Company
subsequent to January 1, 1946, plus Net Income Available for Common Stock earned
after December 31, 1945, which remains after such dividend (or purchase) is
equal to not less than the total of 3 1/2% of the fixed tangible property, plant
and equipment of the Company for each full year, and a proportionate percentage
for any fractional year, which shall have elapsed between January 1, 1946, and
the date of such proposed action.

VOTING RIGHTS

Of the three classes of the Company's authorized capital stock, the Common
Stock is the general voting stock. Holders of Common Stock are entitled to one
vote for each share held. Except in the case of certain dividend arrearages on
the Cumulative Preferred Stock or Preference Stock, the Common Stock is the only
class of stock entitled to be voted for the election of directors.

LIQUIDATION RIGHTS

In the event of a liquidation (whether voluntary or involuntary) or
reduction in the Company's capital resulting in any distribution of assets to
its stockholders, the holders of the Common Stock are entitled to receive, pro
rata according to the number of shares held by each, all of the assets of the
Company remaining for distribution after payment to the holders of the
Cumulative Preferred Stock and Preference Stock of the full preferential amounts
to which they are entitled.

CERTAIN OTHER FEATURES

Holders of Common Stock do not have any preemptive right to subscribe to or
acquire any additional stock or other securities issued by the Company.

TRANSFER AGENTS AND REGISTRARS

The Transfer Agent and Registrars for the Common Stock are Norwest Bank,
Minnesota, and the Company.

PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS

The Company's Charter currently provides for the classification of the
Board of Directors into three classes. The Charter limits the number of
directors that may be elected to not less than nine nor more than twelve
(exclusive of such number of Directors as may be elected by any class of shares
of the Company other than the Common Stock on account of specified dividend
arrearages in accordance with the Charter) and provides that vacancies on the
Board of Directors are to be filled by a majority vote of directors and that
directors so chosen shall hold office until the end of the full term of the
class in which the vacancy

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occurred. A vote of the holders of 75% of the Company's outstanding voting
stock is required to amend these provisions. In addition, under the Charter and
the Delaware General Corporation Law, directors of the Company may only be
removed for cause. Removal for cause must be approved by either a majority vote
of directors (excluding the director or directors subject to removal) or by a
vote of the holders of at least a majority of the Company's outstanding voting
stock.

In addition, the "fair price provisions" of Charter require that certain
proposed business combinations between the Company and any person who is the
beneficial owner of more than 10% of the outstanding voting shares of the
Company (an "interested party") must be approved by the holders of 75% of the
voting shares, unless certain fair price and procedural requirements are met or
the business combination is approved by a majority of "Continuing Directors,"
those directors who were elected prior to the time a person became an interested
person and any other director so designated by such directors. A vote of the
holders of 75% of the Company's outstanding voting stock is required to amend
the fair price provisions.

LEGAL OPINIONS

The validity of the Offered Securities offered hereby will be passed upon
for the Company and the NWPS Trusts by Schiff Hardin & Waite, 7200 Sears Tower,
233 South Wacker Drive, Chicago, Illinois 60606 and for any underwriters,
dealers or agents by Winthrop, Stimson, Putnam & Roberts, One Battery Park
Plaza, New York, New York 10004. Certain matters of Delaware law relating to
the validity of the Preferred Securities will be passed upon by Richards, Layton
& Finger, Wilmington, Delaware, special Delaware counsel to the Company and the
NWPS Trusts. Schiff Hardin & Waite may rely on the opinion of Richards, Layton
& Finger as to certain matters of Delaware law. Legal opinions relating to the
Company's franchises, titles to its properties, the lien of the New Mortgage and
the lien of the First Mortgage (and certain other matters) will be given as to
South Dakota law by Churchill, Manolis, Freeman, Kludt & Kaufman, Huron, South
Dakota, local counsel for the Company, as to Nebraska law by Shamberg, Wolf,
McDermott & Depue, Grand Island, Nebraska, local counsel for the Company, as to
North Dakota law by Pearce and Durick, Bismarck, North Dakota, local counsel for
the Company, and as to Iowa law by Nymann & Kohl, Sioux City, Iowa, local
counsel for the Company.

The statements made in this Prospectus as to matters of law and legal
conclusions under the captions "The NWPS Trusts", "Description of the Mortgage
Bonds", "Description of the Subordinated Debt Securities", "Description of the
Preferred Securities", "Description of the Guarantees" and "Description of the
Common Stock" have been prepared under the supervision of, and reviewed by,
Schiff Hardin & Waite, counsel for the Company, and such statements are made on
the authority of that firm.

EXPERTS

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The audited financial statements incorporated by reference in this
Prospectus to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Arthur Andersen LLP, independent public
accountants as indicated in their report with respect thereto and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in auditing and accounting in giving such report.

PLAN OF DISTRIBUTION

The Company may sell the Offered Securities in any of the following ways:
(i) through underwriters, dealers or agents, including Morgan Stanley & Co.
Incorporated; (ii) directly to a limited number of purchasers or to a single
purchaser; (iii) through agents or (iv) through any combination of the above.
The Prospectus Supplement, with respect to the respective Offered Securities
will set forth the terms of the offering of the Offered Securities, including
the name or names of any underwriters, dealers or agents, the price to the
public of the Offered Securities and the proceeds to the Company from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.

If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Securities will be named in the
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover page of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement relating hereto, the obligations of the underwriters to
purchase the Offered Securities will be subject to certain conditions precedent
and the underwriters will be obligated to purchase all the Offered Securities if
any are purchased.

If dealers are utilized in the sale of the Offered Securities in respect of
which this Prospectus is delivered, the Company will sell such Offered
Securities to the dealers as principals. The dealers may then resell such
Offered Securities to the public at varying prices to be determined by such
dealers at the time of resale. The names of the dealers and the terms of the
transaction will be set forth in the Prospectus Supplement relating thereto.

The Offered Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Securities in respect to which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth in the Prospectus

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<PAGE>

Supplement relating thereto. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a reasonable efforts basis for the
period of its appointment.

The Offered Securities may be sold directly by the Company to institutional
investors or others, who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales will be described in the Prospectus Supplement relating thereto.

If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in
the Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.

Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.

Each series of Offered Securities will be a new issue of securities and,
unless listed on a national securities exchange, will have no established
trading market. Any underwriter to whom Offered Securities of any series are
sold for public offering and sale may make a market in such series of Offered
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. If so indicated in
the Prospectus Supplement for any series of Offered Securities, the Offered
Securities of such series may be listed on a national securities exchange. No
assurance can be given as to the liquidity of, or the trading market for, any
Offered Securities.

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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
OR PROSPECTUS SUPPLEMENT, IN CONNECTION WITH
THE OFFERING MADE BY THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE NORTHWESTERN PUBLIC
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS AND SERVICE COMPANY
ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY PERSON IN ANY JURISDICTION IN WHICH IT [NWPS Logo]
IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN
OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT ANY
TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
OF THE PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT.

______________________ MORTGAGE BONDS

TABLE OF CONTENTS
PAGE SUBORDINATED DEBT SECURITIES

PROSPECTUS COMMON STOCK

Available Information. . . . . . . . . . .

Documents Incorporated by Reference. . . .
NWPS CAPITAL FINANCING I
The Company. . . . . . . . . . . . . . . . NWPS CAPITAL FINANCING II
NWPS CAPITAL FINANCING III
Acquisition of Synergy Group Incorporated.

Northwestern Public Service Company and
Synergy Group Incorporated Pro Forma
Financial Information. . . . . . . . . .
PREFERRED SECURITIES
The NWPS Trusts. . . . . . . . . . . . . .

Use of Proceeds. . . . . . . . . . . . . . GUARANTEED TO THE EXTENT
SET FORTH HEREIN BY
Ratio of Earnings to Fixed Charges and NORTHWESTERN PUBLIC SERVICE COMPANY
Earnings to Combined Fixed Charges and
Preferred Dividends. . . . . . . . . . .

Description of the Mortgage Bonds. . . . .

Description of the Subordinated Debt
Securities . . . . . . . . . . . . . . .

Description of the Preferred Securities. . __________________

Description of the Guarantees. . . . . . . PROSPECTUS
__________________
Description of the Common Stock. . . . . .

Legal Opinions . . . . . . . . . . . . . .

Experts. . . . . . . . . . . . . . . . . .

Plan of Distribution . . . . . . . . . . .

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

An itemized statement of the estimated amount of the expenses, other
than underwriting discounts and commissions, incurred and to be
incurred by the Company in connection with the issuance and
distribution of the Securities registered pursuant to this
Registration Statement is as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . . . . . . . $68,966
Printing registration statement, prospectus, exhibits and other
printing . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Printing and engraving securities . . . . . . . . . . . . . . . . . .10,000
Trustees' fees and expenses . . . . . . . . . . . . . . . . . . . . .55,000
Fees and expenses of counsel for the Company. . . . . . . . . . . . 160,000
Transfer Agent's fees and expenses . . . . . . . . . . . . . . . . .10,000
New York Stock Exchange Listing Fees . . . . . . . . . . . . . . . .20,000
Independent accountant's fees and expenses. . . . . . . . . . . . . .20,000
Blue Sky and legal investment fees and expenses . . . . . . . . . . .15,000
Fees for rating agencies. . . . . . . . . . . . . . . . . . . . . . .75,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . .16,034

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . .$550,000
--------
--------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-Laws of the Company provide for indemnification by the Company of
each of its directors and officers to the fullest extent permitted by Delaware
law for liability (including liability arising under the Securities Act of 1933)
of such director or officer arising by reason of his or her status as a director
or officer of the Company, provided that he or she met the standards established
in the By-Laws, which include requirements that he or she acted in good faith
and in a manner he or she reasonably believed to be in the Company's best
interest. The Company will also advance expenses prior to final disposition of
an action, suit or proceeding upon receipt of an undertaking by the director or
officer to repay such amount if the director or officer is not entitled to
indemnification. All rights to indemnification and advancement of expenses are
deemed to be a contract between the Company and its directors and officers. The
determination that a director or officer has met the standards established in
the By-Laws may be made by a majority vote of a quorum consisting of
disinterested directors, an opinion of counsel (if no such quorum is available
or even if attainable, a quorum of disinterested directors so directs), a
majority vote of stockholders, or a court (which may also overturn any of the
preceding determinations).

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The Declaration of each NWPS Trust provides that no NWPS Trustee, affiliate
of any NWPS Trustee, or any officers, directors, shareholders, members,
partners, employees, representatives or agents of any NWPS Trustee, or any
employee or agent of such NWPS Trust or its affiliates (each an "Indemnified
Person") shall be liable, responsible or accountable in damages or otherwise to
such NWPS Trust or any employee or agent of the trust or its affiliates for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified person in good faith on behalf of such NWPS Trust
and in a manner such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by such Declaration
or by law, except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by reason of such Indemnified Person's gross negligence
(or, in the case of the Property Trustee, negligence) or willful misconduct with
respect to such acts or omissions. The Declaration of each NWPS Trust also
provides that to the fullest extent permitted by applicable law, the Company
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage or claim incurred by such Indemnified Person by reason of any act
or omission performed or omitted by such Indemnified Person in good faith on
behalf of such NWPS Trust and in a manner such Indemnified Person reasonably
believed to be within the scope of authority conferred on such Indemnified
Person by such Declaration, except that no Indemnified Person shall be entitled
to be indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of gross negligence (or, in the case of the
Property Trustee, negligence) or willful misconduct with respect to such acts or
omissions. The Declaration of each NWPS Trust further provides that, to the
fullest extent permitted by applicable law, expenses (including legal fees)
incurred by an Indemnified Person in defending any claim, demand, action, suit
or proceeding shall, from time to time, be advanced by the Company prior to the
final disposition of such claim, demand, action, suit or proceeding upon receipt
by or an undertaking by or on behalf of the Indemnified Person to repay such
amount if it shall be determined that the Indemnified Person is not entitled to
be indemnified for the underlying cause of action as authorized by the
Declaration of such NWPS Trust.

The directors and officers of the Company and the Regular Trustees of each
NWPS Trust are covered by insurance policies indemnifying against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), which might be incurred by them in such
capacities and against which they cannot be indemnified by the Company or such
NWPS Trust.

Any agents, dealers or underwriters who execute any of the agreements filed
as Exhibit 1 to this registration statement will agree to indemnify the
Company's directors and their officers and the NWPS Trustees of each NWPS Trust
who signed the registration statement against certain liabilities that may arise
under the Securities Act with respect to information furnished to the Company or
such NWPS Trust by or on behalf of any such indemnifying party.

-69-
<PAGE>

ITEM 16. LIST OF EXHIBITS.

The exhibits filed herewith are set forth on the Exhibit Index included as
part of this Registration Statement.

ITEM 17. UNDERTAKINGS.

Each of the undersigned registrants hereby undertakes:

(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

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

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

(c) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;

PROVIDED, HOWEVER, that paragraphs (a) and (b) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration Statement.

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

-70-
<PAGE>

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

(4) that, for purposes of determining any liability under the
Securities Act of 1933 each filing of the Company's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934,
as amended, that is incorporated by reference in the registration statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

(6) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

NWPS Capital Financing I, NWPS Capital Financing II and NWPS Capital
Financing III, who are some of the registrants, hereby undertake to provide to
the underwriter specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrants pursuant to the statutory and bylaw provisions
referred to in Item 15, or otherwise, the registrants have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrants of expenses incurred or paid by a director,
officer or controlling person of the registrants in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.

-71-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Northwestern Public Service Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Huron, and State of South
Dakota on the 21st day of June, 1995.

NORTHWESTERN PUBLIC SERVICE
COMPANY
(Registrant)

By /s/ Merle D. Lewis
-----------------------------------------
Merle D. Lewis
PRESIDENT AND CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes the agent for
service named in the registration statement to execute in the name of each such
person, and to file, any amendments to the registration statement necessary or
advisable to enable the registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendment may make such other
changes in the registration statement as the agent for service deems
appropriate.

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

Signature Title Date

/s/ Merle D. Lewis President, Chief Executive
- ---------------------------- Officer and Director June 21, 1995
Merle D. Lewis (Principal Executive Officer)

/s/ R. R. Hylland Vice President - Finance &
- ---------------------------- Corporate Development June 21, 1995
R. R. Hylland (Principal Financial Officer)

/s/ Rogene A. Thaden Treasurer
- ---------------------------- (Principal Accounting Officer) June 21, 1995
Rogene A. Thaden

-72-
<PAGE>

/s/ Robert A. Wilkens Chairman of the Board of Directors June 21, 1995
- ----------------------------
Robert A. Wilkens

/s/ Jerry W. Johnson Director June 21, 1995
- ----------------------------
Jerry W. Johnson

/s/ Aelred J. Kurtenbach Director June 21, 1995
- ----------------------------
Aelred J. Kurtenbach

/s/ Herman Lerdal Director June 21, 1995
- ----------------------------
Herman Lerdal

/s/ Larry F. Ness Director June 21, 1995
- ----------------------------
Larry F. Ness

Director
- ----------------------------
Raymond M. Schutz

/s/ Bruce I. Smith Director June 21, 1995
- ----------------------------
Bruce I. Smith

Director
- ----------------------------
W. W. Wood

-73-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of NWPS
Capital Financing I, NWPS Capital Financing II and NWPS Capital Financing III
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Huron, State of South Dakota, on the 21st day of
June, 1995.

NWPS CAPITAL FINANCING I
(Registrant)

By: Northwestern Public Service Company, as Sponsor

By /s/ Merle D. Lewis
-------------------------------------------------
Merle D. Lewis
PRESIDENT AND CHIEF EXECUTIVE OFFICER

NWPS CAPITAL FINANCING II
(Registrant)

By: Northwestern Public Service Company, as Sponsor

By /s/ Merle D. Lewis
-------------------------------------------------
Merle D. Lewis
PRESIDENT AND CHIEF EXECUTIVE OFFICER

NWPS CAPITAL FINANCING III
(Registrant)

By: Northwestern Public Service Company, as Sponsor

By /s/ Merle D. Lewis
-------------------------------------------------
Merle D. Lewis
PRESIDENT AND CHIEF EXECUTIVE OFFICER

-74-
<PAGE>

EXHIBIT INDEX

EXHIBIT
NUMBER

1(a) Form of Underwriting Agreement relating to Common Stock.

1(b) Form of Underwriting Agreement relating to Preferred Securities.

1(c) Form of Underwriting Agreement relating to Mortgage Bonds.

2 Purchase and Sale Agreement dated as of May 17, 1995 by and among
Sherman C. Vogel, Stephen A. Vogel, Jeffrey K. Vogel, Jon M. Vogel,
Jeanette Vogel, Synergy Group Incorporated, S&J Investments, SYN
Inc. and Northwestern Growth Corporation, including Exhibit B, the
form of Agreement among SYN Inc. and its Stockholders is
incorporated by reference to Exhibit 2 to Form 8-K dated June 21,
1995, Commission File No. 0-692.

4(a)(1) Indenture, dated August 1, 1940, executed by the Company to The
Chase Manhattan Bank (N.A.) and J.J. O'Connell, as Trustees, and
supplemental and amendatory indentures thereto are incorporated by
reference to Exhibit 2 to Form 12-K for the year ended December 31,
1970, Commission File No. 2-4472.

4(a)(2) Supplemental Indenture, dated August 1, 1972, executed by the
Company to The Chase Manhattan Bank (N.A.) and J.J. O'Connell, as
Trustees, is incorporated by reference to Exhibit 2 to Form 8-K for
the month of August, 1972, Commission File No. 2-4472.

4(a)(3) Supplemental Indenture, dated July 1, 1973, executed by the Company
to The Chase Manhattan Bank (N.A.) and J.J. O'Connell, as Trustees,
is incorporated by reference to Exhibit 1 to Form 8-K for the mouth
of July, 1973, Commission File No. 2-4472.

4(a)(4) Supplemental Indenture, dated November 14, 1974, executed by the
Company to The Chase Manhattan Bank (N.A.) and J.J. O'Connell, as
Trustees, is incorporated by reference to Exhibit 1 to Form 8-K for
the month of November, 1974, Commission File No. 2-4472.

4(a)(5) Supplemental Indenture, dated May 1, 1975, executed by the Company
to The Chase Manhattan Bank (N.A.) and J.J. O'Connell, as Trustees,
is incorporated by reference to Exhibit 2 to Form 8-K for the month
of May, 1975, Commission File No. 2-4472.

4(a)(6) Supplemental Indenture, dated June 1, 1977, executed by the Company
to The Chase Manhattan Bank (N.A.) and J.J. O'Connell, as Trustees,
is incorporated by reference to Exhibit 2(a)(34) to Registration
Statement on Form S-7 (Reg. No. 2-58825).

4(a)(7) Supplemental Indenture, dated July 1, 1978, executed by the Company
to The Chase Manhattan Bank (N.A.) and J.J. O'Connell, as Trustees,
is incorporated by reference to Exhibit 2(a)(43) to Registration
Statement on Form S-7 (Reg. No. 2-63083).

<PAGE>

4(a)(8) Supplemental Indenture, dated December 1, 1978, executed by the
Company to The Chase Manhattan Bank (N.A.) and J.J. O'Connell, as
Trustees, is incorporated by reference to Exhibit 11 to Form 10-K
for the year ended December 31, 1978, Commission File No. 0-692.

4(a)(9) Supplemental Indenture, dated May 6, 1987, executed by the Company
to The Chase Manhattan Bank (N.A. and Vincent J. Marino, as
trustees, is incorporated by reference to Exhibit 3(a) to Form 10-Q
for the quarter ended September 30, 1987, Commission File No. 0-692.

4(a)(10) Supplemental Indenture, dated November 1, 1989, executed by the
Company to The Chase Manhattan Bank (N.A.) and Vincent J. Marino, as
Trustees, is incorporated by reference to Exhibit 4(a)(10) to
Form 10-K for the year ended December 31, 1989, Commission File
No. 0-692.

4(a)(11) Supplemental Indenture, dated July 15, 1991, executed by the Company
to The Chase Manhattan Bank (N.A.) and C J. Heinzelmann, as
Trustees, is incorporated by reference to Exhibit 4(a)(11)(i) to
Form 8-K dated August 1, 1991, Commission File No. 0-692.

4(a)(12) Supplemental Indenture, dated November 15, 1991, executed by the
Company to The Chase Manhattan Bank (N.A.) and C.J. Heinzelmann, as
Trustees, is incorporated by reference to Exhibit 4(a)(12) to
Form 10-K for the year ended December 31, 1991, Commission File
No. 0-692.

4(a)(13) Supplemental Indenture, dated September 1, 1992, executed by the
Company to The Chase Manhattan Bank (N.A.) and C.J. Heinzelmann, as
Trustees, is incorporated by reference to Exhibit 4(a)(11)(i) to
Form 8-K, dated September 18, 1992, Commission File No. 0-692.

4(a)(14) General Mortgage Indenture and Deed of Trust dated as of August 1,
1993 from the Company to The Chase Manhattan Bank (National
Association), as Trustee, is incorporated by reference to Exhibit
4(a) to Form 8-K, dated August 16, 1993, Commission File No. 0-692.

4(a)(15) Supplemental Indenture dated as of August 15, 1993 to the General
Mortgage Indenture and Deed of Trust dated as of August 1, 1993
executed by the Company to The Chase Manhattan Bank (National
Association), as Trustee, is incorporated by reference to Exhibit
4(b) to Form 8-K, dated August 16, 1993, Commission File No. 0-692.

4(a)(16) Supplemental Indenture dated August 15, 1993 to the Indenture dated
August 1, 1940 from the Company to The Chase Manhattan Bank
(National Association) and C. J. Heinzelmann, as successor Trustees,
is incorporated by reference to Exhibit 4(c) to Form 8-K, dated
August 16, 1993, Commission File No. 0-692.

4(a)(17) Form of General Mortgage Indenture and Deed of Trust (1993)
Supplemental Indenture for Mortgage Bonds.

4(a)(18) Specimen Mortgage Bonds--included in Exhibit 4(a)(17).

4(a)(19) Form of Indenture (1940) Supplemental Indenture for Pledged Bonds.

4(a)(20) Form of Declaration of Trust of NWPS Capital Financing I.

4(a)(21) Form of Declaration of Trust of NWPS Capital Financing II.

<PAGE>

4(a)(22) Form of Declaration of Trust of NWPS Capital Financing III.

4(a)(23) Certificate of Trust of NWPS Capital Financing I.

4(a)(24) Certificate of Trust of NWPS Capital Financing II.

4(a)(25) Certificate of Trust of NWPS Capital Financing III.

4(a)(26) Form of Amended and Restated Declaration of Trust of NWPS Capital
Financing I.

4(a)(27) Form of Amended and Restated Declaration of Trust of NWPS Capital
Financing II.

4(a)(28) Form of Amended and Restated Declaration of Trust of NWPS Capital
Financing III.

4(a)(29) Form of Subordinated Debt Securities Indenture between the Company
and The Chase Manhattan Bank (N.A.), as Trustee.

4(a)(30) Form of Supplemental Indenture to Subordinated Debt Securities
Indenture to be used in connection with the issuance of Subordinated
Debt Securities and Preferred Securities.

4(a)(31) Form of Preferred Security of NWPS Capital Financing I - included in
Exhibit 4(a)(26).

4(a)(32) Form of Preferred Security of NWPS Capital Financing II - included
in Exhibit 4(a)(27).

4(a)(33) Form of Preferred Security of NWPS Capital Financing II -
included in Exhibit 4(a)(28).

4(a)(34) Form of Subordinated Debt Security - included in Exhibit 4(a)(30).

4(a)(35) Form of Guarantee with respect to Preferred Securities.

4(b)(1) Sale Agreement between Company and Mercer County, North Dakota,
dated June 1, 1993, related to issuance of Pollution Control
Refunding Revenue Bonds (Northwestern Public Service Company
Project) Series 1993, is incorporated by reference to Exhibit
4(b)(1) to Form 10-Q for the quarter ending June 30, 1993,
Commission File No. 0-692.

4(b)(2) Loan Agreement between Company and Grant County, South Dakota, dated
June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series
1993A, is incorporated by reference to Exhibit 4(b)(2) to Form 10-Q
for the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(3) Loan Agreement between Company and Grant County, South Dakota, dated
June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series
1993B, is incorporated by reference to Exhibit 4(b)(3) to Form 10-Q
for the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(4) Loan Agreement between Company and City of Salix, Iowa, dated June
1, 1993, related to issuance of Pollution Control Refunding Revenue
Bonds (Northwestern Public Service Company Project) Series 1993, is
incorporated by reference to Exhibit 4(b)(4) to Form 10-Q for the
quarter ending June 30, 1993, Commission File No. 0-692.

<PAGE>

5(a) Opinion of Schiff Hardin & Waite*.

5(b) Opinion of Richards, Layton & Finger, Special Delaware Counsel.*

8 Tax Opinion of Schiff Hardin and Waite (contained in its opinion
filed as Exhibit 5(a) to this Registration Statement).*

12 Statement of Computation of Ratio of Earnings to Fixed Charges of
the Company.

23(a) Consent of Arthur Andersen LLP.

23(b) The consent of Schiff Hardin & Waite is contained in its opinion
filed as Exhibit 5(a) to this Registration Statement.*

23(c) The consent of Richards, Layton & Finger, Special Delaware Counsel,
is contained in its opinion filed as Exhibit 5(b) to this
Registration Statement.*

24(a) Powers of Attorney for the directors and officers of the Company
(set forth on the signature pages of the Registration Statement).

24(b) Powers of Attorney for the Trustees of NWPS Capital Financing I,
NWPS Capital Financing II and NWPS Capital Financing III (the powers
of attorney are included in Exhibits 4(a)(20), 4(a)(21) and
4(a)(22), respectively).

25(a) Statement of Eligibility under the Trust Indenture Act of 1939 of
The Chase Manhattan Bank (N.A.), as Trustee under the General
Mortgage Indenture and Deed of Trust.

25(b) Statement of Eligibility under the Trust Indenture Act of 1939 of
The Chase Manhattan Bank (N.A.), as Trustee under the Subordinated
Debt Securities Indenture.

25(c) Statement of Eligibility under the Trust Indenture Act of 1939 of
Wilmington Trust Company, as Trustee under the Amended and Restated
Declaration of Trust of NWPS Capital Financing I.

25(d) Statement of Eligibility under the Trust Indenture Act of 1939 of
Wilmington Trust Company, as Trustee under the Amended and Restated
Declaration of Trust of NWPS Capital Financing II.

25(e) Statement of Eligibility under the Trust Indenture Act of 1939 of
Wilmington Trust Company, as Trustee under the Amended and Restated
Declaration of Trust of NWPS Capital Financing III.

25(f) Statement of Eligibility under the Trust Indenture Act of 1939 of
Wilmington Trust Company, as Trustee of Preferred Securities
Guarantee of NWPS Capital Financing I.

25(g) Statement of Eligibility under the Trust Indenture Act of 1939 of
Wilmington Trust Company, as Trustee of Preferred Securities
Guarantee of NWPS Capital Financing II.

25(h) Statement of Eligibility under the Trust Indenture Act of 1939 of
Wilmington Trust Company, as Trustee of Preferred Securities
Guarantee of NWPS Capital Financing III.

<PAGE>

99(a) Management Agreement dated May 17, 1995 among the Company, SYN Inc.
and Empire Gas Company, is incorporated by reference to Exhibit 99.1
to Form 8-K dated June 21, 1995, Commission File No. 0-692.

99(b) Agreement Among Initial Stockholders and SYN Inc., dated May 17,
1995 among Empire Gas Corporation, Northwestern Growth Corporation
and SYN Inc., is incorporated by reference to Exhibit 99.2 to Form
8-K dated June 21, 1995, Commission File No. 0-692.

____________________
*To be filed by amendment.

<PAGE>

WSP&R
Draft
6/17/95

COMMON STOCK

UNDERWRITING AGREEMENT

NORTHWESTERN PUBLIC SERVICE COMPANY
33 Third Street SE
Huron, South Dakota 57350-1318

______ __, 1995

Ladies and Gentlemen:

On the basis of the representations and warranties, and subject to
the terms and conditions, set forth in this agreement ("this Agreement" or the
"Underwriting Agreement"), we, the Underwriters (as defined below), understand
that Northwestern Public Service Company, a Delaware corporation (the
"Company"), proposes to issue and sell to the Underwriters __________ shares of
its Common Stock, par value $3.50 per share (the "Firm Shares"). The Company
also proposes to issue and sell to the several Underwriters not more than an
additional __________ shares of its Common Stock, par value $3.50 per share (the
"Additional Shares"), if and to the extent that we, as Representative, shall
have determined to exercise, on behalf of the Underwriters, the right to
purchase such shares of common stock granted to the Underwriters in Section 3
hereof. The Firm Shares and the Additional Shares are hereinafter collectively
referred to as the Shares. The shares of Common Stock, par value $3.50 per
share, of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the Common Stock.

The term "Underwriters," as used herein, shall be deemed to mean the
several persons, firms or corporations named in Schedule I hereto, and the term
"Representative," as used herein, shall be deemed to mean the representative or
representatives of such Underwriters by whom or on whose behalf this
Underwriting Agreement is signed. If there shall be one person, firm or
corporation named in Schedule I, the term "Underwriters" and the term
"Representative," as used herein, shall mean that person, firm or corporation.
All obligations of the Underwriters are several and not joint. The use of the
term "Underwriter" herein shall not be deemed to establish or admit that a
purchaser of the Shares is an "underwriter" of the Shares

<PAGE>

as such term is defined in and used under the Securities Act of 1933, as amended
(the "Securities Act").

1. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to and agrees with each of the Underwriters that:

(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (Registration
Statement No. 33-_____), including a prospectus, relating to the Shares, and has
filed with, or transmitted for filing to, or shall promptly hereafter file with
or transmit for filing to, the Commission a prospectus supplement (the
"Prospectus Supplement") specifically relating to the Shares pursuant to Rule
424 under the Securities Act. The term "Registration Statement" means the
registration statement, including the exhibits thereto, as amended to the date
of this Agreement. The term "Basic Prospectus" means the prospectus included in
the Registration Statement, as amended and supplemented to the date of this
Agreement (exclusive of any supplement to the prospectus relating solely to
securities other than the Shares). The term "Prospectus" means the Basic
Prospectus together with the Prospectus Supplement. The term "preliminary
prospectus" means a preliminary prospectus supplement specifically relating to
the Shares, together with the Basic Prospectus. As used herein, the terms
"Basic Prospectus," "Prospectus" and "preliminary prospectus" shall include in
each case the documents, if any, incorporated by reference therein. The terms
"supplement," "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Basic Prospectus by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

(b) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and, to
the Company's knowledge, after due inquiry, no proceedings for such purpose are
pending before or threatened by the Commission.

-2-
<PAGE>

applicable, will comply in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder or pursuant to
said rules and regulations will be deemed to comply therewith; and (iv) the
Prospectus does not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this Section 1(c) do not apply (A) to statements or
omissions in the Registration Statement or the Prospectus based upon information
relating to any Underwriter furnished to the Company in writing by such
Underwriter expressly for use therein.

(d) The Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of Delaware, has the
corporate power and authority to own its property and to conduct its business as
described in the Prospectus and to enter into and perform its obligations under
this Agreement. The Company is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not have
a material adverse effect on the Company and its subsidiaries, taken as a whole.

(e) Each subsidiary of the Company has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the Prospectus and is
duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.

(f) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus.

(g) The shares of the Common Stock outstanding prior to the
issuance of the Shares have been duly authorized and are validly issued, fully
paid and non-assessable.

(h) The Shares have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable, and the issuance of such Shares will not
be subject to any preemptive or similar rights.

-3-
<PAGE>

(i) This Agreement has been duly authorized, executed and
delivered by the Company.

(j) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement will not
conflict with, result in a breach of or constitute a default under any provision
of (A) applicable law (except for the indemnification provisions hereof which
may be unenforceable as against public policy under certain circumstances), (B)
the certificate of incorporation or by-laws of the Company, (C) any indenture,
mortgage, deed of trust or other agreement or instrument to which the Company or
any of its subsidiaries is a party that is material to the Company and its
subsidiaries, taken as a whole, or (D) any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or any
subsidiary.

(k) The Federal Energy Regulatory Commission (the "FERC") has
issued an appropriate order or orders with respect to the issuance and sale of
the Shares in accordance with this Agreement; such order or orders are in full
force and effect; the issuance and sale of the Shares are in conformity with the
terms of such order or orders; and no other authorization, approval or consent
of any other governmental body or agency is legally required for the issuance
and sale of the Shares as contemplated hereby, except such as have been obtained
under the Securities Act and such as may be required under the state securities
or Blue Sky laws in connection with the purchase and distribution of the Shares
by the Underwriters.

(l) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus.

(m) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement or the
Prospectus and are not so described, or any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed or incorporated by reference as exhibits to the
Registration Statement that are not described, filed or incorporated as
required.

(n) Each of the Company and its subsidiaries has all
necessary consents, authorizations, approvals, orders, certificates and permits
of and from, and has made all declarations and filings with, all federal, state,
local and other governmental authorities, all self-regulatory organizations

-4-
<PAGE>

and all courts and other tribunals, to own, lease, license and use its
properties and assets and to conduct its business in the manner described in the
Prospectus, except to the extent that the failure to obtain or file would not
have a material adverse effect on the Company and its subsidiaries, taken as a
whole.

(o) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in all
material respects with the Securities Act and the rules and regulations of the
Commission thereunder.

(p) The Company is not an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act").

(q) The Company and its subsidiaries are (i) in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a whole.

(r) In the ordinary course of its business, the Company conducts a
periodic review of the effect of Environmental Laws on the business, operations
and properties of the Company and its subsidiaries, in the course of which it
identifies and evaluates associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up, closure
of properties or compliance with Environmental Laws or any permit, license or
approval, any related constraints on operating activities and any potential
liabilities to third parties). On the basis of such review, the Company has
reasonably concluded that such associated costs and liabilities would not,
singly or in the aggregate, have a material adverse effect on the Company and
its subsidiaries taken as a whole.

(s) The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

(t) On the basis of the present knowledge of the senior management
of the Company as to the business and affairs

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<PAGE>

of Synergy Group Incorporated, a Delaware corporation ("Synergy"), and its
subsidiaries, the Company has no reason to believe that the representations
contained in subsections (l) and (m) above would be incorrect in any material
respect on the date hereof as a result of the consummation of the acquisition of
such business on the terms described in the Prospectus (the "Acquisition").

(u) The unaudited pro forma consolidated financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus have been prepared in good faith by the Company; management's
assumptions provide a reasonable basis for presenting the significant effects
directly attributable to the Acquisition described in the notes to the unaudited
pro forma condensed consolidated financial statements, the related pro forma
adjustments give appropriate effect to those assumptions, and the pro forma
column reflects the proper application of those adjustments to the historical
financial statement amounts in the compilation of such unaudited pro forma
consolidated statements.

(v) Each of the conditions to the consummation of the Acquisition
contained in the Purchase and Sale Agreement dated as of May 17, 1995, by and
among Synergy and the other parties thereto (the "Acquisition Agreement"), has
been satisfied or, to the best knowledge of the Company, can be satisfied in the
ordinary course on or prior to September 30, 1995.

2. PUBLIC OFFERING. The Company is advised by the Underwriters
that they propose to make a public offering of their respective portions of the
Shares as soon after the Registration Statement and this Agreement have become
effective as in the Representative's judgment is advisable. The Company is
further advised by the Representative that the Shares are to be offered to the
public initially at $_____________ a share (the public offering price) and to
certain dealers selected by the Underwriters at a price that represents a
concession not in excess of $______ a share under the public offering price, and
that any Underwriter may allow, and such dealers may reallow, a concession, not
in excess of $_____ a share, to any Underwriter or to certain other dealers.

3. PURCHASE AND DELIVERY. Subject to the terms and conditions
herein set forth, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective numbers of Firm Shares
set forth in Schedule I hereto opposite their names at $ _______ a share (the
"Purchase Price").

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the Underwriters the Additional Shares, and the Underwriters shall have a
one-time right to purchase, severally and not jointly, up to

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<PAGE>

______________ Additional Shares at the purchase price. Additional Shares may
be purchased as provided herein solely for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each Underwriter agrees, severally and
not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as the Representative may determine)
that bears the same proportion to the total number of Additional Shares to be
purchased as the number of Firm Shares set forth in Schedule I hereto opposite
the name of such Underwriter bears to the total number of Firm Shares.

The Company hereby agrees that, without the Representative's prior
written consent, it will not offer, sell, contract to sell or otherwise dispose
of any shares of common stock of the Company or any securities convertible into
or exercisable or exchangeable for such common stock for a period of _____ days
after the date of the initial public offering of the Shares, other than (i) the
Shares to be sold hereunder and (ii) any shares of such common stock sold by the
Company upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof.

Payment for the Firm Shares shall be made by certified or official
bank check or checks payable to the order of the Company in New York Clearing
House funds at the office of _______________, New York, New York, at 10:00 A.M.,
local time, on ___________, 199_, or at such other time on the same or such
other date, not later than ________, 19__, as shall be designated in writing by
you. The time and date of such payment are hereinafter referred to as the
Closing Date.

Payment for any Additional Shares shall be made by certified or
official bank check or checks payable to the order of the Company in New York
Clearing House funds at the office of _________________, New York, New York, at
10:00 A.M., local time, on such date (which may be the same as the Closing Date
but shall in no event be earlier than the Closing Date nor later than ten
business days after the giving of the notice hereinafter referred to) as shall
be designated in a written notice from the Representative to the Company of the
Representative's determination, on behalf of the Underwriters, to purchase a
number, specified in said notice, of Additional Shares, or on such other date,
in any event not later than ____________, 19__, as shall be designated in
writing by the Representative. The time and date of such payment are
hereinafter referred to as the Option Closing Date. The notice of the
determination to exercise the option to purchase Additional Shares and of the
Option Closing Date may be given at any time within 30 days after the date of
this Agreement.

Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as the
Representative shall request in writing

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<PAGE>

not later than two full business days prior to the Closing Date or the Option
Closing Date, as the case may be. The certificates evidencing the Firm Shares
and Additional Shares shall be delivered to the Representative on the Closing
Date or the Option Closing Date, as the case may be, for the respective accounts
of the several Underwriters, with any transfer taxes payable in connection with
the transfer of the Shares to the Underwriters duly paid, against payment of the
purchase price therefor.

4. CONDITIONS TO CLOSING. The several obligations of the
Underwriters hereunder are subject to the following conditions:

(a) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,

(i) there shall not have occurred any downgrading in the
rating accorded any of the Company's securities by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act;

(ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company and
its subsidiaries, taken as a whole, from that set forth in the Prospectus,
that, in the judgment of the Representative, is material and adverse and
that makes it, in the judgment of the Representative, impracticable to
market the Shares on the terms and in the manner contemplated in the
Prospectus; and

(iii) the Company shall have obtained an appropriate order or
orders of the FERC authorizing the issuance, sale and delivery of the
Shares as contemplated by the Underwriting Agreement, which order or
orders at the Closing Date shall be in full force and effect and shall not
be contested or the subject of review or appeal.

(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of the
Company to the effect set forth in clauses (a)(i), (ii) or (iii) above and to
the effect that the representations and warranties of the Company contained in
the Underwriting Agreement are true and correct as of the Closing Date and that
the Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied on or before the Closing
Date. The officer signing and delivering such certificate may rely upon the
best of his knowledge as to proceedings threatened.

(c) The Representative shall have received on the Closing Date an
opinion dated the Closing Date of Schiff Hardin & Waite, special counsel to the
Company, to the effect that

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<PAGE>

(i) the Company has been duly incorporated and, based upon
certificates or letters from state or other appropriate authorities, is
validly existing as a corporation in good standing under the laws of the
State of Delaware and is duly qualified and in good standing as a foreign
corporation in the States of Iowa, Nebraska, North Dakota and South
Dakota, with corporate powers and statutory authority to carry on the
business which it now carries on as stated in the Prospectus and to own
and operate the properties used by it in such business;

(ii) each subsidiary of the Company has been duly incorporated
and based upon certificates or letters from state or other appropriate
authorities, is validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation with corporate powers
and statutory authority to carry on the business which it now carries on
as stated in the Prospectus and to own and operate the properties used by
it in such business and is duly qualified and in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole;

(iii) the authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;

(iv) the shares of the Common Stock outstanding prior to the
issuance of the Shares have been duly authorized and are validly issued,
fully paid and non-assessable;

(v) the Shares have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable, and the issuance of such Shares
will not be subject to any preemptive or similar rights;

(vi) this Agreement has been duly authorized, executed and
delivered by the Company;

(vii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting
Agreement will not conflict with, result in a breach of or constitute a
default under any provision of (a) applicable law (except for the
indemnification provisions hereof which may be unenforceable as against
public policy under certain circumstances), (b) the certificate of
incorporation or by-laws of the Company, (c) any indenture, mortgage, deed
of trust or other agreement or instrument to which the Company or any of
its subsidiaries

-9-
<PAGE>

is a party that is material to the Company and its subsidiaries, taken as
a whole, or (d) any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or any subsidiary;

(viii) the FERC has issued an appropriate order or orders with
respect to the issuance and sale of the Shares in accordance with the
Underwriting Agreement; such order or orders are in full force and effect;
the issuance and sale of the Shares are in conformity with the terms of
such order or orders; and no other authorization, approval or consent of
any other governmental body or agency is legally required for the issuance
and sale of the Shares as contemplated by the Underwriting Agreement,
except such as have been obtained under the Securities Act and such as may
be required under the state securities or Blue Sky laws in connection with
the purchase and distribution of the Shares by the Underwriters;

(ix) there are no legal or governmental proceedings pending
or threatened to which the Company or any of its subsidiaries is a party
or to which any of the properties of the Company or any of its
subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described, or any
statutes, regulations, contracts or other documents that are required to
be described in the Registration Statement or the Prospectus or to be
filed or incorporated by reference as exhibits to the Registration
Statement that are not described, filed or incorporated as required;

(x) such counsel is of the opinion that the Company is (i) in
compliance with any and all applicable Environmental Laws, (ii) has
received all permits, license or other approvals required of it under
applicable Environmental Laws to conduct its business and (iii) is in
compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure
to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or
approvals would not, singly or in the aggregate, have a material adverse
effect on the Company;

(xi) the statements (a) in the Prospectus under the captions
"Description of the Common Stock," "Underwriting," "Pending Acquisition of
Synergy Group Incorporated" and "Plan of Distribution," (b) in the
Registration Statement under Item 15, (c) in "Item 3 - Legal Proceedings"
of the Company's most recent annual report on Form 10-K incorporated by
reference in the Prospectus and (d) in "Item 1 - Legal Proceedings" of
Part II of the Company's quarterly reports on Form 10-Q filed since such

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<PAGE>

annual report and reviewed by such counsel, in each case insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called for
with respect to such legal matters, documents and proceedings and fairly
summarize the matters referred to therein;

(xii) after due inquiry, such counsel does not know of any legal
or governmental proceedings pending or threatened to which the Company or
any of its subsidiaries is a party or to which any of the properties of
the Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not so
described or of any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement or the
Prospectus or to be filed or incorporated by reference as exhibits to the
Registration Statement that are not described, filed or incorporated as
required;

(xiii) the Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act;

(xiv) the Registration Statement has become and is effective
under the Securities Act, and, to the best of such counsel's knowledge, no
stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for a stop order with respect thereto are
pending or threatened under Section 8(d) of the Securities Act; and

(xv) such counsel (a) is of the opinion that (except for
financial statements and schedules included therein as to which such
counsel need not express any opinion and except for documents filed
pursuant to the Exchange Act and incorporated by reference in the
Prospectus that such counsel did not review as to which such counsel need
not express any opinion) each document, if any, filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied when
so filed as to form in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, (b)
believes that (except for financial statements and schedules as to which
such counsel need not express any belief and except for that part of the
Registration Statement that constitutes the Form T-l) each part of the
Registration Statement, when such part became effective did not, and, as
of the date such opinion is delivered, does not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, (c) is of the opinion that the Registration Statement and
Prospectus (except for financial statements and schedules included

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<PAGE>

therein as to which such counsel need not express any opinion), comply as
to form in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder and (d)
believes that (except for financial statements and schedules as to which
such counsel need not express any belief) the Prospectus as of the date
such opinion is delivered does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.

(d) The Representative shall have received on the Closing Date
opinions dated the Closing Date (i) of Churchill, Manolis, Freeman, Kludt &
Kaufman, South Dakota counsel to the Company, with respect to franchises and
titles to the properties of the Company and the non-necessity of authorization
by any public body of the State of South Dakota with respect to the issuance of
the Shares, (ii) of Shamberg, Wolf, McDermott & Depue, Nebraska counsel to the
Company, with respect to franchises and titles to the properties of the Company
and the non-necessity of authorization by any public body of the State of
Nebraska with respect to the issuance of the Shares, (iii) of Pearce & Durick,
North Dakota counsel to the Company, with respect to franchises and titles to
the properties of the Company and the non-necessity of authorization by any
public body of the State of North Dakota with respect to the issuance of the
Shares, and (iv) of Nymann & Kohl, Iowa counsel to the Company, with respect
franchises, if any, and titles to the properties of the Company and the
non-necessity of authorization by any public body of the State of Iowa with
respect to the issuance of the
Shares.

(e) The Representative shall have received on the Closing Date an
opinion dated the Closing Date of Winthrop, Stimson, Putnam & Roberts, counsel
for the Underwriters, covering such matters as the Representative may reasonably
request.

As to matters of South Dakota, Nebraska, North Dakota and Iowa law,
Winthrop, Stimson, Putnam & Roberts and Schiff Hardin & Waite may rely upon the
opinions of even date herewith of Churchill, Manolis, Freeman, Kludt & Kaufman;
Shamberg, Wolf, McDermott & Depue; Pearce & Durick and Nymann & Kohl,
respectively.

With respect to subparagraph (xi) of paragraph (c) above, Schiff
Hardin & Waite, special counsel to the Company, may state that its opinion and
belief are based upon its participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto and documents
incorporated therein by reference and review and discussion of the contents
thereof, but are without independent check or verification, except as specified.

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<PAGE>

The opinion of Schiff Hardin & Waite, special counsel to the
Company, Churchill, Manolis, Freeman, Kludt & Kaufman, South Dakota counsel to
the Company, Shamberg, Wolf, McDermott & Depue, Nebraska counsel to the Company,
Pearce & Durick, Nebraska counsel to the Company and Nymann & Kohl, Iowa counsel
to the Company, described in paragraph (c) above shall be rendered to the
Underwriters at the request of the Company and shall so state therein.

(f) The Representative shall have received on the date of this
Agreement a letter, dated the date of this Agreement, in form and substance
satisfactory to the Representative, from Arthur Andersen LLP, the Company's
independent public accountants, containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in or incorporated by reference into the Prospectus. Such letter shall include,
without limitation, statements to the effect that (i) the unaudited pro forma
condensed consolidated financial statements included or incorporated by
reference in the Prospectus comply as to form with the applicable accounting
requirements of Rule 11-02 of Regulation S-X, (ii) management's assumptions
provide a reasonable basis for presenting the significant effects directly
attributable to the Acquisition described in the notes to the unaudited pro
forma condensed consolidated financial statements, (iii) the related pro forma
adjustments give appropriate effect to those assumptions, and (iv) the pro forma
column reflects the proper application of those adjustments to the historical
financial statement amounts contained in such unaudited pro forma consolidated
statements.

(g) The Representative shall have received on the Closing Date a
letter, dated the Closing Date, in form and substance satisfactory to the
Representative, from Arthur Andersen LLP, the Company's independent public
accountants, to the effect that such accountants reaffirm, as of the Closing
Date, and as though made on the Closing Date, the statements made in the letter
furnished by such accountants pursuant to Section 4(f), except that the
specified date referred to therein shall be a date not more than five business
days prior to the Closing Date.

(h) The Representative shall have received on the date of this
Agreement a letter, dated the date of this Agreement, in form and substance
satisfactory to the Representative, from Peat Marwick LLP, Synergy's independent
public accountants, containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained or incorporated
by reference into the Prospectus.

(i) The Representative shall have received on the Closing Date a
letter, dated the Closing Date, in form and

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<PAGE>

substance satisfactory to the Representative, from Peat Marwick LLP, Synergy's
independent public accountants, to the effect that such accountants reaffirm, as
of the Closing Date, and as though made on the Closing Date, the statements made
in the letter furnished by such accountants pursuant to Section 4(h), except
that the specified date referred to therein shall be a date not more than five
business days prior to the Closing Date.

(j) The Representative shall have received a certificate of the
Sellers (as defined in the Acquisition Agreement) consenting to the references
made to them and the Acquisition and to the inclusion (by incorporation or
otherwise) of descriptions and other information with respect thereto
(including, in the case of Synergy, historical financial statements) in the
Registration Statement and the Prospectus.

(k) The "lock-up" agreements between you and certain shareholders,
officers and directors of the Company relating to sales of shares of common
stock of the Company or any securities convertible into or exercisable or
exchangeable for such common stock, delivered to you on or before the date
hereof, shall be in full force and effect on the Closing Date.

(l) At the Closing Date, the Preferred Securities shall have been
approved for listing on the New York Stock Exchange upon notice of issuance.

The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the delivery to the Representative on the Option
Closing Date of such documents as the Representative may reasonably request.

5. COVENANTS OF THE COMPANY. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants as
follows:

(a) To furnish the Representative, without charge, a signed copy
of the Registration Statement (including exhibits thereto) and to deliver to
each other Underwriter a conformed copy of the Registration Statement (without
exhibits thereto) and, during the period mentioned in paragraph (c) below, as
many copies of the Prospectus, any documents incorporated by reference therein
and any supplements and amendments thereto or to the Registration Statement as
the Underwriters may reasonably request.

(b) To cause the Prospectus to be filed with the Commission
pursuant to and in compliance with Rule 424 under the Act.

(c) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish to the Underwriters a copy of each such proposed
amendment or supplement and not to

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<PAGE>

file any such proposed amendment or supplement to which the Underwriters
reasonably object.

(d) If, during such period after the first date of the public
offering of the Shares as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales by an
Underwriter or dealer, any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, or if, in the opinion of counsel for
the Underwriters, it is necessary to amend or supplement the Prospectus to
comply with law, forthwith to prepare, file with the Commission and furnish, at
its own expense, to the Underwriters, and to the dealers (whose names and
addresses the Representative will furnish to the Company) to which Shares may
have been sold by the Underwriters on behalf of the Underwriters and to any
other dealers upon request, either amendments or supplements to the Prospectus
so that the statements in the Prospectus as so amended or supplemented will not,
in the light of the circumstances when the Prospectus is delivered to a
purchaser, be misleading or so that the Prospectus, as amended or supplemented,
will comply with law.

(e) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Underwriters shall
reasonably request and to maintain such qualification for as long as the
Underwriters shall reasonably request.

(f) To make generally available to the Company's security holders
and to the Representative as soon as practicable an earning statement covering a
twelve month period beginning on the first day of the first full fiscal quarter
after the date of the Underwriting Agreement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder. If such fiscal quarter is the last
fiscal quarter of the Company's fiscal year, such earning statement shall be
made available not later than 90 days after the close of the period covered
thereby and in all other cases shall be made available not later than 45 days
after the close of the period covered thereby.

(g) Whether or not any sale of Shares is consummated, to pay all
expenses incident to the performance of its obligations under the Underwriting
Agreement, including: (i) the preparation and filing of the Registration
Statement and the Prospectus and all amendments and supplements thereto, (ii)
the preparation, issuance and delivery of the Shares, (iii) the fees and
disbursements of the Company's counsel and accountants, (iv) the qualification
of the Shares under securities or Blue Sky laws in accordance with the
provisions of Section 5(d), including filing fees and the fees and disbursements
of counsel for the Underwriters in connection therewith and in connection with
the

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<PAGE>

preparation of any Blue Sky Memoranda in an aggregate amount not to exceed
$10,000, (v) the printing and delivery to the Underwriters in quantities as
hereinabove stated of copies of the Registration Statement and all amendments
thereto and of the Prospectus and any amendments or supplements thereto, (vi)
the fees and expenses, if any, incurred with respect to any filing with the
National Association of Securities Dealers, Inc., and (vii) the fees and
expenses incurred in connection with the listing of the Shares on any securities
exchange.

6. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees
to indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred by any Underwriter or any such
controlling person in connection with investigating or defending any such action
or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to any Underwriter furnished to the Company in writing
by such Underwriter expressly for use therein.

(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Company
to such Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter expressly
for use in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto.

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<PAGE>

the fees and disbursements of such counsel related to such proceeding. In any
such proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Representative, in the case of parties indemnified
pursuant to paragraph (a) above, and by the Company, in the case of parties
indemnified pursuant to paragraph (b) above. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

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<PAGE>

is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other hand from the offering of the Shares
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the Underwriters on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other hand in connection with the offering of the
Shares shall be deemed to be in the same respective proportions as the net
proceeds from the offering of such Shares (before deducting expenses) received
by the Company and the total underwriting discounts and commissions received by
the Underwriters, in each case as set forth in the table on the cover of the
Prospectus Supplement, bear to the aggregate public offering price of the
Shares. The relative fault of the Company on the one hand and of the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Underwriters' respective obligations to contribute
pursuant to this Section 6 are several in proportion to the respective number of
Shares they have purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 6 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total amount of Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages that such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 6 are not exclusive and shall not limit any rights
or

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<PAGE>

remedies which may otherwise be available to any indemnified party at law or in
equity.

7. TERMINATION. This Agreement shall be subject to
termination, by notice given by the Representative to the Company, if (a) after
the execution and delivery of the Underwriting Agreement and prior to the
Closing Date (i) trading generally shall have been suspended or materially
limited on or by, as the case may be, any of the New York Stock Exchange, the
American Stock Exchange, the National Association of Securities Dealers, Inc.,
the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or thee
Chicago Board of Trade, (ii) trading of any securities of the Company shall have
been suspended on any exchange or in any over-the-counter market, (iii) a
general moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities, or (iv) there shall
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in the judgment of the
Representative, is material and adverse and (b) in the case of any of the events
specified in clauses (a)(i) through (iv), such event, singly or together with
any other such event, makes it, in the judgment of the Representative,
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus. This Agreement may also be terminated at any time prior to
the Closing Date if in the judgment of the Representative the subject matter of
any amendment or supplement to the Registration Statement or Prospectus prepared
and furnished by the Company reflects a material adverse change in the business,
properties or financial condition of the Company which renders it either
inadvisable to proceed with such offering, if any, or inadvisable to proceed
with the delivery of the Shares to be purchased hereunder.

8. DEFAULTING UNDERWRITERS. If, on the Closing Date or the
Option Closing Date, as the case may be, any one or more of the Underwriters
shall fail or refuse to purchase the Shares that it has or they have agreed to
purchase hereunder on such date, and the aggregate number of Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate number of Shares to be purchased on
such date, the other Underwriters shall be obligated severally in the
proportions that the number of Shares set forth opposite their respective names
in the Underwriting Agreement bears to the aggregate number of Shares set forth
opposite the names of all such non-defaulting Underwriters, or in such other
proportions as the Representative may specify, to purchase the Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date, PROVIDED that in no event shall the number of Shares that any
Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 8 by an amount in excess of one-ninth of such number of
Shares without the written consent of such Underwriter. If, on the Closing Date

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<PAGE>

or the Option Closing Date, as the case may be, any Underwriter or Underwriters
shall fail or refuse to purchase the Shares that it has or they have agreed to
purchase and the aggregate amount of Shares with respect to which such default
occurs is more than one-tenth of the aggregate number of Shares to be purchased
on such date, and arrangements satisfactory to the Representative and the
Company for the purchase of such Shares are not made within 36 hours after such
default, the Underwriting Agreement shall terminate without liability on the
part of any non-defaulting Underwriter or the Company. In any such case either
the Representative or the Company shall have the right to postpone the Closing
Date or the Option Closing Date, as the case may be, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under the Underwriting Agreement.

If the Underwriting Agreement shall be terminated by the
Underwriters, or any of them, because of any failure or refusal on the part of
the Company to comply with the terms or to fulfill any of the conditions of the
Underwriting Agreement, or if for any reason the Company shall be unable to
perform its obligations under the Underwriting Agreement, the Company will
reimburse the Underwriters or such Underwriters as have so terminated the
Underwriting Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with the Underwriting
Agreement or the offering of the Shares.

If the Underwriting Agreement shall be terminated by the Company
because of any failure or refusal on the part of the Underwriters to comply with
the terms or to fulfill any of the conditions of the Underwriting Agreement, or
if for any reason the Underwriters shall be unable to perform their obligations
under the Underwriting Agreement, the Underwriters will reimburse the Company
for all out-of-pocket expenses (including the fees and disbursements of its
counsel) reasonably incurred by the Company in connection with the Underwriting
Agreement or the offering of the Shares.

9. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
indemnity and contribution agreements and the representations, warranties and
other statements of the Company, its officers and the Underwriters set forth in
the Underwriting Agreement will remain in full force and effect, regardless of
any termination of the Underwriting Agreement, any investigation made by or on
behalf of any Underwriter or the Company or any of the officers, directors or
controlling persons referred to in Section 6 and delivery of and payment for the
Shares.

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<PAGE>

10. SUCCESSORS. This Agreement will enure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 6, and no
other person will have any right or obligation hereunder.

11. COUNTERPARTS. The Underwriting Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

12. APPLICABLE LAW. The Underwriting Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York.

13. HEADINGS. The headings of the sections of the Underwriting
Agreement have been inserted for convenience of reference only and shall not be
deemed a part of the Underwriting Agreement.

14. NOTICES. All communications hereunder will be in writing
and, if sent to the Underwriters, will be mailed, delivered or telecopied and
confirmed to Morgan Stanley & Co. Incorporated at _____________________ or, if
sent to the Company, will be mailed, delivered or telecopied and confirmed to it
at 33 Third Street SE, Huron, South Dakota, 57350, Attn: Mr. Richard R.
Hylland, Vice President -- Finance & Corporate Development, Telecopy No: (605)
353-8286.

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<PAGE>

Please confirm your agreement by having an authorized officer sign a
copy of the Underwriting Agreement in the space set forth below.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED

---------------------------------

Acting severally on behalf of itself and the
several Underwriters named herein

By: MORGAN STANLEY & CO. INCORPORATED

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

Accepted, , 1995
------ --

NORTHWESTERN PUBLIC SERVICE COMPANY

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

<PAGE>

SCHEDULE I

Number
Name of Underwriter of Shares
- ------------------- -----------

Morgan Stanley & Co. Incorporated. . . . . . . . . . . . . .
----------
. . . . . . . . . . . . . . . . . . . . .
- ------------------- ----------
. . . . . . . . . . . . . . . . . . . . .
- ------------------- ----------

-----------------
Total
-----------------
-----------------

<PAGE>

WSP&R
DRAFT
6/17/95

TRUST PREFERRED CAPITAL SECURITIES

UNDERWRITING AGREEMENT

NWPS CAPITAL FINANCING I
c/o Northwestern Public Service Company
33 Third Street SE
Huron, South Dakota 57350-1318

NORTHWESTERN PUBLIC SERVICE COMPANY
33 Third Street SE
Huron, South Dakota 57350-1318

______ __, 1995

Ladies and Gentlemen:

On the basis of the representations and warranties, and subject to
the terms and conditions, set forth in this agreement ("this Agreement" or the
"Underwriting Agreement"), we, the Representative of the Underwriters (as
defined below), understand that NWPS Capital Financing (the "Trust"), a
statutory business trust organized under the Business Trust Act (the "Delaware
Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12
Del. C. Section 3801 ET SEQ.) and Northwestern Public Service Company, a
Delaware corporation, as holder of the Common Securities (as defined herein) of
the Trust and as guarantor (the "Company") proposes that the Trust issue and
sell [ ] aggregate number (the "Firm Securities") of its Preferred Securities
of a series designated
[ ]% Trust Preferred Capital Securities (liquidation preference $25 per
security) and not more than an additional [ ] Preferred Securities (the
"Additional Securities") if and to the extent that we, as Representative, shall
be determined to exercise, on behalf of the Underwriters the right to purchase
such Additional Securities granted to the Underwriter in Article II hereto. The
Firm Securities and the Additional Securities are hereinafter collectively
referred to as the "Preferred Securities." The Preferred Securities will be
guaranteed by the Company with respect to distributions and payments upon
liquidation, redemption and otherwise (the "Preferred Securities Guarantee")
pursuant to the Preferred Securities Guarantee Agreement (the "Preferred
Securities Guarantee Agreement"), dated as of _________ __, 1995,
__________________ between the Company and Wilmington Trust Company, as Trustee
(the "Guarantee Trustee"). The Preferred Securities and the related Preferred
Securities Guarantee are referred to herein as the Securities.

<PAGE>

The entire proceeds from the sale of the Securities will be combined
with the entire proceeds from the sale by the Trust to the Company of its common
securities (the "Common Securities") guaranteed by the Company, to the extent
set forth in the Prospectus, with respect to distributions and payments upon
liquidation, and redemption (the "Common Securities Guarantee" and together with
the Preferred Securities Guarantee, the "Guarantees") pursuant to the Common
Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and,
together with the Preferred Securities Guarantee Agreement, the "Guarantee
Agreements"), dated as of _______ __, 1995, between the Company and the
Guarantee Trustee, as Trustee, and will be used by the Trust to purchase
subordinated debt securities issued by the Company ("Subordinated Debt
Securities" and, together with the Guarantee Agreements and the Guarantees, the
"Company Securities"). The Preferred Securities and the Common Securities will
be issued pursuant to the amended and restated declaration of trust of the
Trust, dated as of _______ __, 1995 (the "Declaration"), among the Company, as
Sponsor, the trustees named therein (the "Trustees") and the holders from time
to time of undivided beneficial interests in the assets of the Trust. The
Subordinated Debt Securities will be issued pursuant to an indenture, dated as
of _____ __, 1995 (the "Base Indenture"), between the Company and ________ __,
as trustee (the "Debt Trustee"), and a supplement to the Base Indenture, dated
as of _______ __, 1995 (the "Supplemental Indenture," and together with the Base
Indenture and any other amendments or supplements thereto, the "Indenture"),
between the Company and the Debt Trustee.

The term "Underwriters" as used herein, shall be deemed to mean the
several persons, firms or corporations named in Schedule I hereto, and the term
"Representative," as used herein, shall be deemed to mean the representative or
representatives of such Underwriters by whom or on whose behalf this
Underwriting Agreement is signed. If there shall be one person, firm or
corporation named in Schedule I, the term "Underwriters" and the term
"Representative," as used herein, shall mean that person, firm or corporation.
All obligations of the Underwriters are several and not joint. The use of the
term "Underwriter" herein shall not be deemed to establish or admit that a
purchaser of the Securities is an "underwriter" of the Securities as such term
is defined in and used under the Securities Act of 1933, as amended (the
"Securities Act").

1. REPRESENTATIONS AND WARRANTIES. Each of the Trust and the
Company jointly and severally represents and warrants to and agrees with each of
the Underwriters that:

(a) The Trust and the Company have filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3
(Registration Statement No. 33-_____), including a prospectus, relating to the
Securities, and has filed with, or transmitted for filing to, or shall

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<PAGE>

promptly hereafter file with or transmit for filing to, the Commission a
prospectus supplement (the "Prospectus Supplement") specifically relating to the
Securities pursuant to Rule 424 under the Securities Act. The term
"Registration Statement" means the registration statement, including the
exhibits thereto, as amended to the date of this Agreement (exclusive of any
supplement to the prospectus relating solely to securities other than the
Securities). The term "Basic Prospectus" means the prospectus included in the
Registration Statement, as amended and supplemented to the date of this
Agreement. The term "Prospectus" means the Basic Prospectus together with the
Prospectus Supplement. The term "preliminary prospectus" means a preliminary
prospectus supplement specifically relating to the Securities, together with the
Basic Prospectus. As used herein, the terms "Basic Prospectus," "Prospectus"
and "preliminary prospectus" shall include in each case the documents, if any,
incorporated by reference therein. The terms "supplement," "amendment" and
"amend" as used herein shall include all documents deemed to be incorporated by
reference in the Prospectus that are filed subsequent to the date of the Basic
Prospectus by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

(b) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and, to
the Trust's and the Company's knowledge, after due inquiry, no proceedings for
such purpose are pending before or threatened by the Commission.

(c) (i) Each document, if any, filed or to be filed pursuant to
the Exchange Act and incorporated by reference in the Prospectus complied or
will comply when so filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder or pursuant to
said rules and regulations will be deemed to comply therewith; (ii) each part of
the Registration Statement, when such part became effective, did not contain,
and each such part, as amended or supplemented, if applicable, will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; (iii) the Registration Statement and the Prospectus comply, and, as
amended or supplemented, if applicable, will comply in all material respects
with the Securities Act and the applicable rules and regulations of the
Commission thereunder or pursuant to said rules and regulations will be deemed
to comply therewith; and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this Section 1(c) do
not apply (a) to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished to the

-3-
<PAGE>

Trust or the Company in writing by such Underwriter expressly for use therein or
(b) to that part of the Registration Statement that constitutes the Statement of
Eligibility (Form T-l) under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act")..

(d) The Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of Delaware, has the
corporate power and authority to own its property and to conduct its business as
described in the Prospectus, to issue the Company Securities, to enter into and
perform its obligations under the Underwriting Agreement, the Declaration, the
Indenture and the Company Securities and to purchase, own, and hold the Common
Securities issued by the Trust and to consummate the transactions herein and
therein contemplated. The Company is duly qualified to transact business and is
in good standing in each jurisdiction in which the conduct of its business or
its ownership or leasing of property, except to the extent that the failure to
be so qualified or be in good standing would not have a material adverse effect
on the Company and its subsidiaries, taken as a whole.

(f) The Trust has been duly created and is validly existing as a
business trust in good standing under the Delaware Act, has the power and
authority to own its property and to conduct its business as described in the
Prospectus, to issue and sell the Preferred Securities and the Common
Securities, and to enter into and perform its obligations under this Agreement,
the Preferred Securities, the Common Securities and the Declaration and to
consummate the transactions herein and therein contemplated; the Trust has no
subsidiaries and is duly qualified to transact business and in good standing in
each jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that the
failure to do so qualified or be in good standing would not have a material
adverse effect on the Trust; the Trust is a special purpose trust as described
in the Prospectus and has conducted and will conduct no business other than the
transactions contemplated by the Underwriting Agreement and described in the
Prospectus; the Trust is not a party to or otherwise bound by any agreement
other than those described in the Prospectus, and is not a party to any action,
suit or

-4-
<PAGE>

proceeding of any nature; the Trust is not and will not be classified as an
association taxable as a corporation for United States federal income tax
purposes; and the Trust is and will be treated as a consolidated subsidiary of
the Company.

(g) The Common Securities have been duly authorized and, when
issued and delivered by the Trust to the Company against payment therefor as
described in the Registration Statement and Prospectus, will be validly issued
and (subject to the terms of the Declaration) fully paid and non-assessable
undivided beneficial interests in the assets of the Trust; the issuance of the
Common Securities is not subject to preemptive or other similar rights; at the
Closing Time, all of the issued and outstanding Common Securities of the Trust
will be, directly owned by the Company free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity; and the Common Securities
will conform to the descriptions thereof contained in the Prospectus.

(h) This Agreement has been duly authorized, executed and
delivered by each of the Trust and the Company.

(i) The Declaration has been duly qualified under the Trust
Indenture Act, has been duly authorized by the Company and, at the Closing Time,
will have been duly executed and delivered by the Company and the Trustees, and
assuming due authorization, execution and delivery of the Declaration by the
Property Trustee (as defined in the Declaration), the Declaration will, on the
Closing Date, be a valid and binding obligation of the Company and the Trustees,
enforceable against the Company and the Trustees in accordance with its terms,
except to the extent that enforcement thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditors' rights generally and
general principles of equity (whether as considered in a proceeding at law or in
equity) and will conform to the descriptions thereof in the Prospectus.

(j) The Preferred Securities Guarantee Agreement has been duly
qualified under the Trust Indenture Act, and each of the Guarantee Agreements
has been duly authorized by the Company and, when validly executed and delivered
by the Company, will constitute a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms; and the Guarantees
and the Guarantee Agreement will conform to the descriptions thereof contained
in the Prospectus.

(k) The Preferred Securities have been duly authorized and, when
issued and delivered against payment therefor in accordance with the provisions
of this Agreement and the Declaration, will be validly issued and (subject to
the terms of the Declaration) fully paid and non-assessable undivided beneficial
interests in the Trust, and be entitled to the benefits of the Declaration; the
issuance of the Preferred Securities is not subject to preemptive or other
similar rights;

-5-
<PAGE>

holders of Preferred Securities will be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit;
the Preferred Securities will conform to the description thereof contained in
the Prospectus.

(l) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized by the Company and, when validly executed and
delivered by the Company, will constitute a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by bankruptcy, insolvency or
other similar laws affecting creditors' rights generally or by general
principles of equity (whether considered in a proceeding at law or in equity);
the Indenture will conform to the description thereof contained in the
Prospectus.

(m) The Subordinated Debt Securities have been duly authorized and,
on the Closing Date, will have been duly executed by the Company and, when
authenticated in the manner provided for in the Indenture and delivered against
payment therefor as described in the Prospectus, will be entitled to the
benefits, of the Indenture, will rank PARI PASSU without any preference
among themselves and subordinated to all Senior Indebtedness (as defined in the
Indenture) and will constitute validly and binding obligations of the Company,
enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally or by general or by general
principles of equity (whether considered in a proceeding at law or in equity).

(n) The Company's obligations under the Guarantees are subordinate
and junior in right of payment to all liabilities of the Company and are pari
passu with the most senior preferred stock issued by the Company.

(o) ___________ and ___________, Trustees (the "Regular Trustees")
of the Trust, are employees of the Company and have been duly authorized by the
Company to execute and deliver the Declaration; the Declaration has been duly
executed and delivered by the Regular Trustees and is a valid and binding
obligation of each Regular Trustee, enforceable against such Regular Trustee in
accordance with its terms.

(p) Neither the Trust nor the Company is an "investment company" or
a company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended (the "Investment Company Act").

(q) Neither the Company nor any of its subsidiaries is in violation
of its charter or by-laws; the Trust is not in violation of the Declaration or
its Certificate of Trust filed with the State of Delaware on _______ __, 1995
(the "Certificate

-6-
<PAGE>

of Trust"); none of the Company, any of its subsidiaries or the Trust is in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company, any of its
subsidiaries or the Trust is a party or by which it or any of them may be bound,
or to which any of the property or assets of the Company, any of its
subsidiaries or the Trust is subject, except for such defaults that would not
have a material adverse effect on the condition (financial or otherwise),
earnings, business affairs or business prospects of the Trust or of the Company
and its subsidiaries, taken as a whole; and the execution, delivery and
performance of this Agreement, the Declaration, the Preferred Securities, the
Common Securities, the Indenture, the Subordinated Debt Securities, the
Guarantee Agreements and the Guarantees and the consummation of the transactions
contemplated herein and therein and compliance by the Trust and the Company with
their respective obligations hereunder and thereunder have been duly authorized
by all necessary action (corporate or otherwise) on the part of the Trust and
the Company and do not and will not result in any violation of the charter or
by-laws of the Company or any subsidiary, or the Declaration or Certificate of
Trust and do not and will not conflict with, or result in a breach of any of the
terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of
the Trust, the Company or any subsidiary under (A) any contract, indenture,
mortgage, loan agreement, note, lease or other agreement or instrument to which
the Trust, the Company or any subsidiary is a party or by which it may be bound
or to which any of its properties may be subject (except for such conflicts,
breaches or defaults or liens, charges or encumbrances that would not have a
material adverse effect on the condition (financial or otherwise), earnings,
business affairs or business prospects of the Trust or the Company and its
subsidiaries, taken as a whole as one enterprise) or (B) any existing applicable
law, rule, regulation, judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, or any regulatory body or
administrative agency or other governmental body having jurisdiction over the
Trust, the Company, or any subsidiary or any of their respective properties.

(r) There are no legal or governmental proceedings pending or
threatened to which the Company, any of its subsidiaries or the Trust is a party
or to which any of the properties of the Company, any of its subsidiaries or the
Trust is subject that are required to be described in the Registration Statement
or the Prospectus and are not so described or any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.

-7-
<PAGE>

(s) The Federal Energy Regulatory Commission (the "FERC") has
issued an appropriate order or orders with respect to the issuance and sale of
the Common Securities, the Preferred Securities and the Company Securities in
accordance with, and as contemplated by, the Underwriting Agreement; such order
or orders are in full force and effect; the issuance and sale of the Common
Securities, the Preferred Securities and the Company Securities are in
conformity with the terms of such order or orders; and no other authorization,
approval or consent of any other governmental body or agency is legally required
for the issuance and sale of the Company Securities, the Preferred Securities
and the Company Securities as contemplated by the Underwriting Agreement, except
such as have been obtained under the Securities Act and the Trust Indenture Act
and such as may be required under the state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Underwriters.

(t) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries (taken as a whole) or the Trust from that set forth
in the Prospectus.

(u) On the basis of the present knowledge of the senior management
of the Company as to the business and affairs of Synergy Group Incorporated, a
Delaware corporation ("Synergy"), and its subsidiaries, the Company has no
reason to believe that the representations contained in subsections (r) and (t)
above would be incorrect in any material respect on the date hereof as a result
of the consummation of the acquisition of such business on the terms described
in the Prospectus (the "Acquisition").

(v) The unaudited pro forma consolidated financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus have been prepared in good faith by the Company; management's
assumptions provide a reasonable basis for presenting the significant effects
directly attributable to the Acquisition described in the notes to the unaudited
pro forma condensed consolidated financial statements, the related pro forma
adjustments give appropriate effect to those assumptions, and the pro forma
column reflects the proper application of those adjustments to the historical
financial statement amounts contained in such unaudited pro forma consolidated
statements.

(w) Each of the conditions to the consummation of the Acquisition
contained in the Purchase and Sale Agreement dated as of May 17, 1995, by and
among Synergy and the other parties thereto (the "Acquisition Agreement"), has
been satisfied or, to the best knowledge of the Company, can be satisfied in the
ordinary course on or prior to September 30, 1995.

-8-
<PAGE>

2. PUBLIC OFFERING. The Trust and the Company are advised by
the Representative that the Underwriters propose to make a public offering of
their respective portions of the Preferred Securities as soon after this
Agreement has been entered into as in the judgment of the Representative is
advisable. The terms of the public offering of the Preferred Securities are set
forth in the Prospectus.

3. PURCHASE AND DELIVERY. Subject to the terms and conditions
set forth or incorporated by reference herein, the Trust hereby agrees to sell,
and the Underwriters agree to purchase, severally and not jointly, the
respective number of Firm Securities set forth below opposite their names in
Schedule hereto at a purchase price of $[ ] per Preferred Security.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Trust agrees to sell to
the Underwriters the Additional Securities, and the Underwriters shall have a
one-time right to purchase, severally and not jointly, up to _______ Additional
Securities at the purchase price.

The Company agrees to issue the Company Securities concurrently with
the issue and sale of the Preferred Securities as contemplated herein. The
Company hereby guarantees the timely performance by the Trust of its obligations
under this Section 3. The Trust agrees to purchase the Subordinated Debt
Securities with the proceeds of, and concurrently with, the issue and sale of
the Preferred Securities.

As compensation to the Underwriters for their commitments
hereunder, and because the proceeds of the sale of the Preferred Securities will
be loaned by the Trust to the Company, the Company hereby agrees to pay on the
Closing Date to the Representative, for the accounts of the several
Underwriters, an amount equal to (i) in the case of such number of Preferred
Securities as are reserved by the Underwriters for sale to institutional
investors, $ ____ per Preferred Security and (ii) in the case of such number of
Preferred Securities as are not so reserved, $ _____ per Preferred Security.
The Underwriters shall inform the Company in writing, not later than the
business day prior to the Closing Date, of the number of Preferred Securities
reserved for sale to such institutional investors.

Payment for the Firm Securities shall be made by certified or
official bank check or checks payable to the order of the Trust in New York
Clearing House funds at the office of ______, New York, New York, at 10:00 A.M.
local time, on _____, 199_, or at such other time on the same or such other
date, not later than _______, 199_, as shall be designated in writing by the
Representative. The time and date of such payment are hereinafter referred to
as the Closing Date.

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<PAGE>

Payment for any Additional Securities shall be made by certified or
official bank check or checks payable to the order of the Trust in New York
Clearing House Funds at the office of __________, New York, New York, at 10:00
A.M., local time, on such date (which may be the same as the Closing Date but
shall in no event be earlier than the Closing Date nor later than ten business
days after the giving of the notice hereinafter referred to) as sahll be
designated in a written notice from the Representative to the Trust of the
Representative's determination, on behalf of the Underwriters, to purchase a
number, specified in said notice, of Additional Securities, or on such other
date, in any event not later than _______, 199_, as shall be designated in
writing by the Representative. The timer and date of such payment are
hereinafter referred to as the Option Closing Date. The notice of the
determination to exercise the option to purchase Additional Securities and of
the Option Closing Date may be given at any time within 30 days after the date
of this Agreement.

Certificates for the Firm Securities and Additional Securities shall
be in definitive form and registered in such names and in such denominations as
the Underwriters shall request not later than two full business days prior to
the closing Date or the Option Closing Date, as the case may be. The
certificates evidencing the Firm Securities and the Additional Securities shall
be delivered to the Representative on the Closing Date or the Option Closing
Date, as the case may be, for the respective accounts of the several
Underwriters, with any transfer taxes payable in connection with the transfer of
the Securities duly paid, against payment of the purchase price therefor.

4. CONDITIONS TO CLOSING. The several obligations of the
Underwriters hereunder are subject to the following conditions:

(a) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,

(ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company and
its subsidiaries, taken as a whole, or the Trust, from that set forth in
the Prospectus, that, in the judgment of the Representative, is material
and adverse and that makes it, in the judgment of the Representative,
impracticable to market the Preferred Securities on the terms and in the
manner contemplated in the Prospectus; and

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<PAGE>

(iii) the Company shall have obtained an appropriate order or
orders of the FERC authorizing the issuance, sale and delivery of the
Common Securities, the Preferred Securities and the Company Securities as
contemplated by the Underwriting Agreement, which order or orders at the
Closing Date shall be in full force and effect and shall not be contested
or the subject of review or appeal.

(b)(i) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of the
Company to the effect set forth in clause (a)(i), (ii) and (iii) above and to
the effect that the representations and warranties of the Company contained in
the Underwriting Agreement are true and correct as of the Closing Date and that
the Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied on or before the Closing
Date. The officer signing and delivering such certificate may rely upon the
best of his knowledge as to proceedings threatened.

(ii) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an authorized representative
of the Trust to the effect set forth in clause (a)(i) and (iii) above and to the
effect that the representations and warranties of the Trust contained in the
Underwriting Agreement are true and correct as of the Closing Date and that the
Trust has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied on or before the Closing
Date. The representative signing and delivering such certificate may rely upon
the best of his knowledge as to proceedings threatened.

(c) The Representative shall have received on the Closing Date an
opinion dated the Closing Date of Schiff Hardin & Waite, special counsel to the
Company and the Trust, to the effect that

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<PAGE>

statutory authority to carry on the business which it now carries on as
stated in the Prospectus and to own and operate the properties used by it
in such business and is duly qualified and in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole;

(iii) the Underwriting Agreement has been duly authorized,
executed and delivered by the Trust and the Company;

(iv) the FERC has issued an appropriate order or orders with
respect to the issuance and sale of the Common Securities, the Preferred
Securities and the Company Securities, in accordance with, or as
contemplated by, the Underwriting Agreement; such order or orders are in
full force and effect; the issuance and sale of the Common Securities, the
Preferred Securities and the Company Securities are in conformity with the
terms of such order or orders; and no other authorization, approval or
consent of any other governmental body or agency is legally required for
the issuance and sale of the Company Securities, the Preferred Securities
and the Company Securities as contemplated by the Underwriting Agreement,
except such as have been obtained under the Securities Act and the Trust
Indenture Act and such as may be required under the state securities or
Blue Sky laws in connection with the purchase and distribution of the
Securities by the Underwriters;

(v) the statements (a) in the Prospectus under the captions "Risk
Factors," "NWPS Capital Financing I," "Description of the Preferred
Securities," "Description of the Subordinated Debt Securities," "Effect of
Obligations Under the Subordinated Debt Securities and the Guarantee,"
"United States Federal Income Taxation," "Underwriting, "Pending
Acquisition of Synergy Group Incorporated," "The NWPS Trusts,"
"Description of the Subordinated Debt Securities," "Description of the
Guarantees," and "Plan of Distribution," (b) in the Registration Statement
under Item 15, (c) in "Item 3 - Legal Proceedings" of the Company's most
recent annual report on Form 10-K incorporated by reference in the
Prospectus and (d) in "Item 1 - Legal Proceedings" of Part II of the
Company's quarterly reports on Form 10-Q filed since such annual report
and reviewed by such counsel, in each case insofar as such statements
constitute summaries of the legal matters, documents or proceedings
referred to therein, fairly present the information called for with
respect to such legal matters, documents and proceedings and fairly
summarize the matters referred to therein;

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<PAGE>

(vi) after due inquiry, such counsel does not know of any legal
or governmental proceedings pending or threatened to which the Company or
any of its subsidiaries, or the Trust, is a party or to which any of the
properties of the Company or any of its subsidiaries, or the Trust, is
subject that are required to be described in the Registration Statement or
the Prospectus and are not so described or of any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed or incorporated by
reference as exhibits to the Registration Statement that are not
described, filed or incorporated as required;

(vii) neither the Trust nor the Company is an "investment
company" or an entity "controlled" by an "investment company," as such
terms are defined in the Investment Company Act.

(viii) the Registration Statement has become and is effective
under the Securities Act, and, to the best of such counsel's knowledge, no
stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for a stop order with respect thereto are
pending or threatened under Section 8(d) of the Securities Act; and

(ix) such counsel (a) is of the opinion that (except for
financial statements and schedules included therein as to which such
counsel need not express any opinion and except for documents filed
pursuant to the Exchange Act and incorporated by reference in the
Prospectus that such counsel did not review as to which such counsel need
not express any opinion) each document, if any, filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied when
so filed as to form in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, (b)
believes that (except for financial statements and schedules as to which
such counsel need not express any belief and except for that part of the
Registration Statement that constitutes the Form T-l heretofore referred
to) each part of the Registration Statement, when such part became
effective did not, and, as of the date such opinion is delivered, does not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (c) is of the opinion that the
Registration Statement and Prospectus (except for financial statements and
schedules included therein as to which such counsel need not express any
opinion), comply as to form in all material respects with the Securities
Act and the applicable rules and regulations of the Commission thereunder
and (d) believes that (except for financial

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<PAGE>

statements and schedules as to which such counsel need not express any
belief) the Prospectus as of the date such opinion is delivered does not
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

(x) The Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Act; all filings
required under the laws of the State of Delaware with respect to the
formation and valid existence of the Trust as a business trust have been
made; the Trust has all necessary power and authority to own property and
to conduct its business as described in the Prospectus, to issue and sell
the Preferred Securities and the Common Securities, and to enter into and
perform its obligations under this Agreement, the Preferred Securities,
the Common Securities and the Declaration and to consummate the
transactions herein and therein contemplated; the Trust has no
subsidiaries and is duly authorized to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, and is not
required to be authorized to do business in any other jurisdiction; the
Trust is a special purpose trust as described in the Prospectus and is not
a party to or otherwise bound by any agreement other than those described
in the Prospectus, and is not a party to any action, suit or proceeding of
any nature; the Trust is not and will not be classified as an association
taxable as a corporation for United States federal income tax purposes and
will be treated as a consolidated subsidiary of the Company.

(xi) The Declaration has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and the Trustees and is a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency or
other laws affecting creditors' rights generally and by general principles
of equity (whether considered in a proceeding, in equity or at law).

(xii) The Common Securities have been duly authorized and are
validly issued and (subject to the terms of the Declaration) fully paid
and non-assessable beneficial interests, in the assets of the Trust; and
the issuance of the Common Securities is not subject to preemptive or
other similar rights.

(xiii) The Preferred Securities have been duly authorized and
are validly issued and (subject to the terms of the Declaration) when
delivered to and paid for by

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<PAGE>

Underwriters pursuant to this Agreement will be validly issued, fully paid
and non-assessable beneficial interests in the assets of the Trust; the
holders of the Preferred Securities will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit; and the issuance of the Preferred Securities is
not subject to preemptive or other similar rights.

(xiv) The issuance and sale by the Trust of the Preferred
Securities and Common Securities, the execution, delivery and performance
by the Trust of this Agreement, the Guarantee Agreements, and the
consummation of the transactions contemplated hereby and thereby and
compliance by the Trust with its obligations hereunder and thereunder have
been duly authorized by all necessary actions of the Trust and will not
conflict with or constitute a breach of, or default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Trust pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which the
Trust is a party or by which it or any of them may be bound, or to which
any of the property or assets of the Trust is subject, nor will such
action result in any violation of the provisions of the Certificate of
Trust or the Declaration, or any applicable law, administrative regulation
or administrative or court decree to which it is subject.

(xv) The Trust is not in violation of its Certificate of
Trust or the Declaration or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or any other
instrument of which the Trust is a party or by which it may be bound, or
to which any of the property or assets of the Trust is subject.

(xvi) The Common Securities, the Preferred Securities, the
Subordinated Debt Securities, the Guarantees, the Declaration, the
Indenture and the Guarantee Agreements conform to all statements relating
thereto contained in the Prospectus.

(xvii) All of the issued and outstanding Common Securities of
the Trust are directly owned by the Company free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity.

(xviii) This Agreement has been duly authorized, executed and
delivered by the Trust and the Company.

(xix) Each of the Guarantee Agreements has been duly
authorized, executed and delivered by the Company and, (in the case of the
Preferred Security Guarantee Agreement

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<PAGE>

only) assuming it is duly authorized, executed, and delivered by the
Property Trustee, constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except to the extent that enforcement thereof may be limited by
bankruptcy, insolvency or other similar laws involving creditors' rights
generally and general principles of equity (whether considered in a
proceeding at law or in equity); and the Preferred Securities Guarantee
Agreement has been duly qualified under the Trust Indenture Act.

(xx) The Indenture has been duly executed and delivered by
the Company and, assuming due authorization, execution, and delivery
thereof by the Debt Trustee, is a valid and binding obligation of the
Company, enforceable in accordance with its terms, except to the extent
that enforcement thereof may be limited by the bankruptcy, insolvency or
other similar laws involving creditors' rights generally and general
principles of equity (whether considered in a proceeding at law or in
equity); and the Indenture has been duly qualified under the Trust
Indenture Act.

(xxi) The Subordinated Debt Securities are in the form
contemplated by the Indenture; the Subordinated Debt Securities have been
duly authorized, executed and delivered by the Company and when
authenticated by the Trustee in the manner provided in the Indenture and
delivered against payment therefor, will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance
with their terms, except to the extent that enforcement thereof may be
limited by bankruptcy, insolvency or other similar laws involving
creditors' rights generally and general principles of equity (whether
considered in a proceeding at law or in equity).

(xxii) The Subordinated Debt Securities are subordinated and
junior in right of payment to all Senior Indebtedness of the Company.

(xxiii) The Company's obligations under the Guarantees are
subordinate and junior in right of payment to all liabilities of the
Company and are pari passu with the most senior preferred stock issued by
the Company.

(xxiv) The Declaration has been duly authorized, executed and
delivered by the Company and each of the Regular Trustees and constitutes
a valid and binding obligation of the Company and each of the Regular
Trustees, enforceable against the Company and each of the Regular Trustees
in accordance with its terms, except to the extent that the enforcement
thereof may be limited by bankruptcy, insolvency or other similar laws
involving creditors' rights

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<PAGE>

generally and general principles of equity (whether considered in a
proceeding at law or in equity) .

(xxv) To the best of his knowledge and information, there are
no legal or governmental proceedings pending or threatened which are
required to be disclosed in the Registration Statement or Prospectus,
other than those disclosed therein, and all pending legal or governmental
proceedings to which the Company, any of its subsidiaries or the Trust is
a party or to which any of their property is subject which are not
described in the Registration Statement or Prospectus, including ordinary
routine litigation incidental to the business, are, considered in the
aggregate, not material.

(xxvi) No authorization, approval, consent or order of any
court or governmental authority or agency is required in connection with
the issuance and sale of the Common Securities or the offering of the
Preferred Securities, the Subordinated Debt Securities or the Guarantees,
except such as may be required under the Securities Act, and the rules and
regulations promulgated thereunder, state securities law and the
qualification of the Declaration, the Preferred Securities Guarantee
Agreement and the Indenture under the Trust Indenture Act.

(xxvii) The execution, delivery and performance of this
Agreement, the Declaration, the Preferred Securities, the Common
Securities, the Indenture, the Subordinated Debt Securities, the Guarantee
Agreements, the Indenture and the Guarantees and the consummation of the
transactions contemplated herein and therein and compliance by the Company
and the Trust with their respective obligations hereunder and thereunder
have been duly authorized by all necessary action (corporate or otherwise)
and do not and will not result in any violation of the charter or by-laws
of the Company or any subsidiary or the Declaration or Certificate of
Trust, and do not and will not conflict with, or result in a breach of any
of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Trust or the Company or any subsidiary under (a)
any contract, indenture, mortgage, loan agreement, note, lease or any
other agreement or instrument known to such counsel, to which the Trust or
the Company or any subsidiary is a party or by which it may be bound or to
which any of its properties may be subject (except for such conflicts,
breaches or defaults or liens, charges or encumbrances that would not have
a material adverse effect on the condition (financial or otherwise),
earnings, business affairs or business prospects of the Trust or the
Company and its subsidiaries, considered as one enterprise), (b) any
existing applicable law, rule or regulation (other than the securities or
blue sky laws of

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<PAGE>

the various states, as to which such counsel need express no opinion), or
(c) any judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, or any regulatory body or
administrative agency or other governmental body having jurisdiction over
the Trust, the Company or any Subsidiary or any of their respective
properties.

(d) The Representative shall have received on the Closing Date an
opinion dated the Closing Date of Richards, Layton & Finger, Delaware counsel to
the Company, with respect to the matters returned to in subparagraphs (x), (xi),
(xii), (xiii), (xiv), (xv), (xvi), (xvii), (xviii), (xxiv), (xxv), (xxvi), and
(xxvii).

(e) The Representative shall have received on the Closing Date
opinions dated the Closing Date (i) of Churchill, Manolis, Freeman, Kludt &
Kaufman, South Dakota counsel to the Company, with respect to franchises and
titles to the properties of the Company and the non-necessity of authorization
by any public body of the State of South Dakota with respect to the issuance of
the Common Securities, the Preferred Securities and the Company Securities, (ii)
of Shamberg, Wolf, McDermott & Depue, Nebraska counsel to the Company and the
Trust, with respect to franchises and titles to the properties of the Company
and the non-necessity of authorization by any public body of the State of
Nebraska with respect to the issuance of the Common Securities, the Preferred
Securities and the Company Securities, (iii) of Pearce & Durick, North Dakota
counsel to the Company, with respect to titles to the properties of the Company,
and the non-necessity of authorization by any public body of the State of North
Dakota with respect to the issuance of the Common Securities, the Preferred
Securities and the Company Securities and (iv) of Nymann & Kohl, Iowa counsel to
the Company, with respect to franchises, if any, and titles to the properties of
the Company and the non-necessity of authorization by any public body of the
State of Iowa with respect to the issuance of the Common Securities, the
Preferred Securities and the Company Securities.

(f) The Representative shall have received on the Closing Date,
opinions dated the Closing date of _________________________________, counsel to
Wilmington Trust Company, as Property Trustee under the Declaration, and
Guarantee Trustee under the Guarantee Agreements, in form and substance
satisfactory to counsel for the Underwriters, to the effect that,

(i) Wilmington Trust Company is a Delaware banking corporation
with trust powers, duly organized, validly existing and in good standing
under the laws of the State of Delaware with all necessary power and
authority to execute and deliver, and to carry out and perform its
obligations under the terms of the Declaration and the Guarantee
Agreements.

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<PAGE>

(ii) The execution, delivery and performance by the Property
Trustee of the Declaration and the Guarantee Agreements have been duly
authorized by all necessary corporate action on the part of the Property
Trustee. The Declaration and the Guarantee Agreements have been duly
executed and delivered by the Property Trustee, and constitutes the legal,
valid and binding obligation of the Property Trustee, enforceable against
the Property Trustee in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws affecting
creditors' rights generally and by general principles of equity (whether
considered in a proceeding in equity or at law).

(iii) The execution, delivery and performance of the Declaration
and the Guarantee Agreements by the Property Trustee does not conflict
with or constitute a breach of the Articles of Organization or Bylaws of
the Property Trustee.

(iv) No consent, approval or authorization of, or registration with
or notice to, any Delaware or federal banking authority is required for
the execution, delivery or performance by the Property Trustee of the
Declaration and the Guarantee Agreements.

(v) The Property Trustee is the record holder of the Subordinated
Debt Securities and the Guarantees and no security interest, mortgage,
pledge, lien, encumbrance, claim or equity is noted thereon or on the
register.

(g) The Representative shall have received on the Closing Date an
opinion dated the Closing Date, of Winthrop, Stimson, Putnam & Roberts, counsel
for the Underwriters, covering such matters as the Underwriters may reasonably
request.

As to matters of South Dakota, Nebraska, North Dakota, Iowa and
Delaware state law, Winthrop, Stimson, Putnam & Roberts and Schiff Hardin &
Waite may rely upon the opinions of even date herewith of Churchill, Manolis,
Freeman, Kludt & Kaufman; Shamberg, Wolf McDermott & Depue; Pearce & Durick and
Nymann & Kohl; and Richards, Layton & Finger, respectively.

With respect to the subparagraph (ix) of paragraph (c) above, Schiff
Hardin & Waite, special counsel to the Company, may state that its opinion and
belief are based upon its participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto and documents
incorporated therein by reference and review and discussion of the contents
thereof, but are without independent check or verification, except as specified.

The opinions of Schiff Hardin & Waite, special counsel to the
Company, Churchill, Manolis, Freeman, Kludt & Kaufman, South Dakota counsel to
the Company, Shamberg, Wolf, McDermott &

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<PAGE>

Depue, Nebraska counsel to the Company, Pearce & Durick, North Dakota counsel to
the Company, Nymann & Kohl, Iowa counsel to the Company, and Richards, Layton &
Finger, Delaware counsel to the Company and the Trust described in paragraphs
(d) and (e) above shall be rendered to the Underwriters at the request of the
Company and shall so state therein.

(g) The Representative shall have received on the date of this
Agreement a letter, dated the date of this Agreement, in form and substance
satisfactory to the Representative, from Arthur Andersen LLP, the Company's
independent public accountants, containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in or incorporated by reference into the Prospectus. Such letter shall include,
without limitation, statements to the effect that (i) the unaudited pro forma
condensed consolidated financial statements included or incorporated by
reference in the Prospectus comply as to form with the applicable accounting
requirements of Rule 11-02 of Regulation S-X of the Commission, (ii)
management's assumptions provide a reasonable basis for presenting the
significant effects directly attributable to the Acquisition described in the
notes to the unaudited pro forma condensed consolidated financial statements,
(iii) the related pro forma adjustments give appropriate effect to those
assumptions, and (iv) the pro forma column reflects the proper application of
those adjustments to the historical financial statement amounts contained in
such unaudited pro forma consolidated statements.

(h) The Representative shall have received on the Closing Date a
letter, dated the Closing Date, in form and substance satisfactory to the
Representative, from Arthur Andersen LLP, the Company's independent public
accountants, to the effect that such accountants reaffirm, as of the Closing
Date, and as though made on the Closing Date, the statements made in the letter
furnished by such accountants pursuant to Section 4(g), except that the
specified date referred to therein shall be a date not more than five business
days prior to the Closing Date.

(i) The Representative shall have received on the date of this
Agreement a letter, dated the date of this Agreement, in form and substance
satisfactory to the Representative, from Peat Marwick LLP, Synergy's independent
public accountants, containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained or incorporated
by reference into the Prospectus.

(j) The Representative shall have received on the Closing Date a
letter, dated the Closing Date, in form and substance satisfactory to the
Representative, from Peat Marwick LLP, Synergy's independent public accountants,
to the effect that

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<PAGE>

such accountants reaffirm, as of the Closing Date, and as though made on the
Closing Date, the statements made in the letter furnished by such accountants
pursuant to Section 4(i), except that the specified date referred to therein
shall be a date not more than five business days prior to the Closing Date.

(k) The Representative shall have received a certificate of the
Sellers (as defined in the Acquisition Agreement) consenting to the references
made to them and the Acquisition and to the inclusion (by incorporation or
otherwise) of descriptions and other information with respect thereto
(including, in the case of Synergy, historical financial statements) in the
Registration Statement and the Prospectus.

(l) At the Closing Date, a registration statement on Form 8-A under
the Exchange Act with respect to the Preferred Securities shall be effective and
the Preferred Securities shall have been approved for listing on the New York
Stock Exchange upon notice of issuance.

If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
at any time at or prior to the Closing Date, and such termination shall be
without liability of any party to any other party except as provided in Section
5(i) hereof.

The several obligations of the Underwriters to purchase Additional
Securities are subject to the delivery on the Option Closing Date of such
document as the Representatives may reasonably request.

5. COVENANTS OF THE TRUST AND THE COMPANY. In further
consideration of the agreements of the Underwriters herein contained, the Trust
and the Company covenant as follows:

(b) To cause the Prospectus to be filed with the Commission
pursuant to and in compliance with Rule 424 under the Act.

(c) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish to the Underwriters a copy of each such proposed
amendment or supplement and not to

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<PAGE>

file any such proposed amendment or supplement to which the Underwriters
reasonably object.

(d) If, during such period after the first date of the public
offering of the Preferred Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur or condition exist
as a result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the
Prospectus to comply with law, forthwith to prepare, file with the Commission
and furnish, at its own expense, to the Underwriters, and to the dealers (whose
names and addresses the Representative will furnish to the Company) to which
Preferred Securities may have been sold by the Underwriters on behalf of the
Underwriters and to any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as so
amended or supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus,
as amended or supplemented, will comply with law.

(e) To endeavor to qualify the Preferred Securities and
Subordinated Debt Securities for offer and sale under the securities or Blue Sky
laws of such jurisdictions as the Underwriters shall reasonably request and to
maintain such qualification for as long as the Underwriters shall reasonably
request.

(f) To make generally available to the Trust's security holders
and to the Representative as soon as practicable an earning statement covering a
twelve month period beginning on the first day of the first full fiscal quarter
after the date of the Underwriting Agreement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder. If such fiscal quarter is the last
fiscal quarter of the Company's fiscal year, such earning statement shall be
made available not later than 90 days after the close of the period covered
thereby and in all other cases shall be made available not later than 45 days
after the close of the period covered thereby.

(g) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company or
the Trust or warrants to purchase debt securities of the Company or the Trust
substantially similar to the Preferred Securities (other than (i) the Preferred
Securities, (ii) commercial paper issued in the ordinary course of business and
(iii) other debt securities

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<PAGE>

evidencing commercial bank loans), without the prior written consent of the
Representative.

(h) Whether or not any sale of Preferred Securities is
consummated, to pay all expenses incident to the performance of its obligations
under the Underwriting Agreement, including: (i) the preparation and filing of
the Registration Statement and the Prospectus and all amendments and supplements
thereto, (ii) the preparation, issuance and delivery of the Preferred
Securities, (iii) the fees and disbursements of the Company's counsel and
accountants and of the Trustee and its counsel, (iv) the qualification of the
Preferred Securities under securities or Blue Sky laws in accordance with the
provisions of Section 5(d), including filing fees and the fees and disbursements
of counsel for the Underwriters in connection therewith and in connection with
the preparation of any Blue Sky Memoranda in an aggregate amount not to exceed
$10,000, (v) the printing and delivery to the Underwriters in quantities as
hereinabove stated of copies of the Registration Statement and all amendments
thereto and of the Prospectus and any amendments or supplements thereto, (vi)
any fees charged by rating agencies for the rating of the Preferred Securities,
(vii) the fees and expenses, if any, incurred with respect to any filing with
the National Association of Securities Dealers, Inc., and (viii) the fees and
expenses, if any, incurred in connection with the listing of the Preferred
Securities on any securities exchange.

6. INDEMNIFICATION AND CONTRIBUTION. (a) The Company and the
Trust agree to jointly and severally indemnify and hold harmless each
Underwriter and each person, if any, who controls such Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
by any Underwriter or any such controlling person in connection with
investigating or defending any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company or the Trust shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company or the Trust in
writing by such Underwriter expressly for use therein.

(b) The Company agrees jointly and severally to indemnify the Trust
against all loss, liability, claim, damage and expense whatsoever, as due from
the Trust under Section 6(a) hereof.

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<PAGE>

(c) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the directors, officers or Trustees of the Company
or the Trust who sign the Registration Statement and each person, if any, who
controls the Company or the Trust within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company and the Trust to such Underwriter, but only
with reference to information relating to such Underwriter furnished to the
Company and Trust in writing by such Underwriter expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.

(d) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Representative, in the case of parties indemnified
pursuant to paragraph (a) above, and by the Company, in the case of parties
indemnified pursuant to paragraph (b) above. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying

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<PAGE>

party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more
than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

(e) To the extent the indemnification provided for in paragraph
(a) or (b) of this Section 6 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Trust on the one hand and the
Underwriters on the other hand from the offering of the Preferred Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company or the Trust on the one hand and of the Underwriters on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Trust on
the one hand and the Underwriters on the other hand in connection with the
offering of the Preferred Securities shall be deemed to be in the same
respective proportions as the net proceeds from the offering of such Securities
(before deducting expenses) received by the Company and the Trust and the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover of the Prospectus Supplement, bear
to the aggregate public offering price of the Preferred Securities. The
relative fault of the Company and the Trust on the one hand and of the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Trust or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Underwriters' respective obligations to
contribute pursuant to this Section 6 are several in

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<PAGE>

proportion to the respective principal amounts of Preferred Securities they have
purchased hereunder, and not joint.

(f) The Company, the Trust and the Underwriters agree that it
would not be just or equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Preferred Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 6 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

7. TERMINATION. This Agreement shall be subject to
termination, by notice given by the Representative to the Company and the Trust,
if (a) after the execution and delivery of the Underwriting Agreement and prior
to the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the National Association of Securities
Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile
Exchange or thee Chicago Board of Trade, (ii) trading of any securities of the
Trust or the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in the judgment of the Representative, is material and adverse and (b) in
the case of any of the events specified in clauses (a)(i) through (iv), such
event, singly or together with any other such event, makes it, in the judgment
of the Representative, impracticable to market the Preferred Securities on the
terms and in the manner contemplated in the Prospectus. This Agreement may also
be terminated at any time prior to the Closing Date if in the judgment of the
Representative the subject matter of any amendment or supplement

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<PAGE>

to the Registration Statement or Prospectus prepared and furnished by the
Company or the Trustee reflects a material adverse change in the business,
properties or financial condition of the Company or the Trust which renders it
either inadvisable to proceed with such offering, if any, or inadvisable to
proceed with the delivery of the Preferred Securities to be purchased hereunder.

8. DEFAULTING UNDERWRITERS. If, on the Closing Date or the
Option Closing Date, as the case may be, any one or more of the Underwriters
shall fail or refuse to purchase the Preferred Securities that it has or they
have agreed to purchase hereunder on such date, and the aggregate amount of
Preferred Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase is not more than one-tenth of the aggregate
amount of the Preferred Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the amount of
Preferred Securities set forth opposite their respective names in the
Underwriting Agreement bears to the aggregate amount of Preferred Securities set
forth opposite the names of all such non-defaulting Underwriters, or in such
other proportions as the Representative may specify, to purchase the Preferred
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date; PROVIDED that in no event shall the
amount of Preferred Securities that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 8 by an amount
in excess of one-ninth of such amount of Preferred Securities without the
written consent of such Underwriter. If, on the Closing Date or the Option
Closing Date, as the case may be, any Underwriter or Underwriters shall fail or
refuse to purchase Securities that it has or they have agreed to purchase and
the aggregate amount of Preferred Securities with respect to which such default
occurs is more than one-tenth of the aggregate amount of Preferred Securities to
be purchased on such date, and arrangements satisfactory to the Representative
and the Company for the purchase of such Preferred Securities are not made
within 36 hours after such default, the Underwriting Agreement shall terminate
without liability on the part of any non-defaulting Underwriter, the Company or
the Trust. In any such case either the Representative or the Company shall have
the right to postpone the Closing Date or the Option Closing Date, as the case
may be, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under the Underwriting Agreement.

If the Underwriting Agreement shall be terminated by the
Underwriters, or any of them, because of any failure or refusal on the part of
the Company or the Trust to comply with the terms or to fulfill any of the
conditions of the Underwriting

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<PAGE>

Agreement, or if for any reason the Company or the Trust shall be unable to
perform its obligations under the Underwriting Agreement, the Company and the
Trust will reimburse the Underwriters or such Underwriters as have so terminated
the Underwriting Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with the Underwriting
Agreement or the offering of the Preferred Securities.

9. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
indemnity and contribution agreements and the representations, warranties and
other statements of the officers or Trustees of the Company and the Trust (as
the case may be) and the Underwriters set forth in the Underwriting Agreement
will remain in full force and effect, regardless of any termination of the
Underwriting Agreement, any investigation made by or on behalf of any
Underwriter, the Company or the Trust or any of the officers, directors or
controlling persons referred to in Section 6 and delivery of and payment for the
Preferred Securities.

12. APPLICABLE LAW. The Underwriting Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York.

13. HEADINGS. The headings of the sections of the Underwriting
Agreement have been inserted for convenience of reference only and shall not be
deemed a part of the Underwriting Agreement.

14. NOTICES. All communications hereunder will be in writing
and, if sent to (i) the Underwriters, will be mailed,

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<PAGE>

delivered or telecopied and confirmed to Morgan Stanley & Co. Incorporated at
__________________, (ii) the Company, will be mailed, delivered or telecopied
and confirmed to it at 33 Third Street SE, Huron, South Dakota 57350, Attn: Mr.
Richard R. Hylland, Vice President -- Finance & Corporate Development, Telecopy
No: (605) 353-8286 and (iii) the Trust, will be mailed, delivered or telecopied
and confirmed to it at 33 Third Street SE, Huron, South Dakota 57350.

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<PAGE>

Please confirm your agreement by having an authorized officer sign a
copy of the Underwriting Agreement in the space set forth below.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED

---------------------------------

Acting severally on behalf of itself and the
several Underwriters named herein

By: MORGAN STANLEY & CO. INCORPORATED

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

Accepted, , 1995
------ --

NWPS CAPITAL FINANCING I

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

NORTHWESTERN PUBLIC SERVICE COMPANY

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

<PAGE>

SCHEDULE I

Number of
Name of Underwriter Preferred Securities
- ------------------- --------------------

Morgan Stanley & Co. Incorporated. . . . . . . . . . . . .
----------
. . . . . . . . . . . . . . . . . . . .
- ------------------- ----------
. . . . . . . . . . . . . . . . . . . .
- ------------------- ----------

----------------
Total
----------------
----------------

<PAGE>

WSP&R
DRAFT
6/17/95

MORTGAGE BONDS

UNDERWRITING AGREEMENT

NORTHWESTERN PUBLIC SERVICE COMPANY
33 Third Street SE
Huron, South Dakota 57350-1318

______ __, 1995

Ladies and Gentlemen:

On the basis of the representations and warranties, and subject to
the terms and conditions, set forth in this agreement ("this Agreement" or the
"Underwriting Agreement"), we, the Underwriters (as defined below), understand
that Northwestern Public Service Company, a Delaware corporation (the
"Company"), proposes to issue and sell to the Underwriters $__________ aggregate
principal amount of its New Mortgage Bonds, _% Series due ____________ (the
"Bonds"). The Bonds will be issued pursuant to the provisions of the General
Mortgage Indenture and Deed of Trust dated as of August 1, 1993 between the
Company and The Chase Manhattan Bank (National Association), as Trustee (the
"Trustee"), as it will be supplemented by a supplemental indenture (the
"Supplemental Indenture") relating to the Bonds (said Mortgage Indenture and
Deed of Trust as so supplemented is hereinafter referred to as the "Indenture").
The Bonds will be a portion of the Company's New Mortgage Bonds issued under the
Indenture (the "New Mortgage Bonds").

<PAGE>

1. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to and agrees with each of the Underwriters that:

(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (Registration
Statement No. 33-_____), including a prospectus, relating to the Bonds, and has
filed with, or transmitted for filing to, or shall promptly hereafter file with
or transmit for filing to, the Commission a prospectus supplement (the
"Prospectus Supplement") specifically relating to the Bonds pursuant to Rule 424
under the Securities Act. The term "Registration Statement" means the
registration statement, including the exhibits thereto, as amended to the date
of this Agreement. The term "Basic Prospectus" means the prospectus included in
the Registration Statement, as amended and supplemented to the date of this
Agreement (exclusive of any supplement to the prospectus relating solely to
securities other than the New Mortgage Bonds). The term "Prospectus" means the
Basic Prospectus together with the Prospectus Supplement. The term "preliminary
prospectus" means a preliminary prospectus supplement specifically relating to
the Bonds, together with the Basic Prospectus. As used herein, the terms "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"supplement", "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Basic Prospectus by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

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<PAGE>

comply therewith; and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this Section 1(c) do
not apply (A) to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter expressly for use therein or (B) to that
part of the Registration Statement that constitutes the Statement of Eligibility
(Form T-l) under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), of the Trustee.

(d) The Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of Delaware, has the
corporate power and authority to own its property and to conduct its business as
described in the Prospectus and to enter into and perform its obligations under
the Underwriting Agreement, the Indenture and the Bonds. The Company is duly
qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.

(f) This Agreement has been duly authorized, executed and
delivered by the Company.

(g) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting Agreement,
the Indenture and the Bonds will not conflict with, result in a breach of or
constitute a default under any provision of (A) applicable law (except for the
indemnification provisions hereof which may be unenforceable as against public
policy under certain circumstances), (B) the certificate of incorporation or
by-laws of the Company, (C) any indenture, mortgage, deed of trust or other
agreement or instrument to which the Company or any of its subsidiaries is a
party that is material to the Company and its subsidiaries, taken

-3-
<PAGE>

as a whole, or (D) any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or any subsidiary.

(h) The Federal Energy Regulatory Commission (the FERC") has
issued an appropriate order or orders with respect to the issuance and sale of
the Bonds in accordance with the Underwriting Agreement; such order or orders
are in full force and effect; the issuance and sale of the Bonds are in
conformity with the terms of such order or orders; and no other authorization,
approval or consent of any other governmental body or agency is legally required
for the issuance and sale of the Bonds as contemplated by the Underwriting
Agreement, except such as have been obtained under the Securities Act and the
Trust Indenture Act and such as may be required under the state securities or
Blue Sky laws in connection with the purchase and distribution of the Bonds by
the Underwriters.

(i) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus.

(j) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement or the
Prospectus and are not so described, or any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed or incorporated by reference as exhibits to the
Registration Statement that are not described, filed or incorporated as
required.

(k) On the basis of the present knowledge of the senior management
of the Company as to the business and affairs of Synergy Group Incorporated, a
Delaware corporation ("Synergy"), and its subsidiaries, the Company has no
reason to believe that the representations contained in subsections (i) and (j)
above would be incorrect in any material respect on the date hereof as a result
of the consummation of the acquisition of such business on the terms described
in the Prospectus (the "Acquisition").

(l) The unaudited pro forma consolidated financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus have been prepared in good faith by the Company; management's
assumptions provide a reasonable basis for presenting the significant effects
directly attributable to the Acquisition described in the notes to the unaudited
pro forma condensed consolidated financial statements,

-4-
<PAGE>

the related pro forma adjustments give appropriate effect to those assumptions,
and the pro forma column reflects the proper application of those adjustments to
the historical financial statement amounts contained in such unaudited pro forma
consolidated statements.

(m) Each of the conditions to the consummation of the Acquisition
contained in the Purchase and Sale Agreement dated as of May 17, 1995, by and
among Synergy and the other parties thereto (the "Acquisition Agreement"), has
been satisfied or, to the best knowledge of the Company, can be satisfied in the
ordinary course on or prior to September 30, 1995.

2. PUBLIC OFFERING. The Company is advised by the Underwriters
that they propose to make a public offering of their respective portions of the
Bonds as soon after the Underwriting Agreement has been entered into as in the
Underwriters' judgment is advisable. The terms of the public offering of the
Bonds are set forth in the Prospectus.

3. PURCHASE AND DELIVERY. Subject to the terms and conditions
herein set forth, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective principal amounts of
Bonds set forth opposite the name of such Underwriter in Schedule I hereto at
the purchase price set forth in Schedule II in the type of funds and method of
payment specified in Schedule II.

Delivery of the Bonds and payment of the purchase price shall be
made at the time, date and place indicated in Schedule II. The time and date of
such payment and delivery are hereinafter referred to as the Closing Date.

The Bonds shall be delivered to the Underwriters in such authorized
denominations and registered in such names as the Representative shall request
in writing not less than two full business days prior to the date of delivery.
The Company agrees to make the Bonds available to the Underwriters for checking
not later than 2:30 p.m., New York time, on the last business day preceding the
Closing Date at such place as may be agreed upon between the Representative and
the Company.

4. CONDITIONS TO CLOSING. The several obligations of the
Underwriters hereunder are subject to the following conditions:

(a) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,

-5-
<PAGE>

(ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company and
its subsidiaries, taken as a whole, from that set forth in the Prospectus,
that, in the judgment of the Representative, is material and adverse and
that makes it, in the judgment of the Representative, impracticable to
market the Bonds on the terms and in the manner contemplated in the
Prospectus; and

(iii) the Company shall have obtained an appropriate order or
orders of the FERC authorizing the issuance, sale and delivery of the
Bonds as contemplated by the Underwriting Agreement, which order or orders
at the Closing Date shall be in full force and effect and shall not be
contested or the subject of review or appeal.

(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of the
Company to the effect set forth in clause (a)(i), (ii) and (iii) above and to
the effect that the representations and warranties of the Company contained in
the Underwriting Agreement are true and correct as of the Closing Date and that
the Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied on or before the Closing
Date. The officer signing and delivering such certificate may rely upon the
best of his knowledge as to proceedings threatened.

(c) The Representative shall have received on the Closing Date an
opinion dated the Closing Date of Schiff Hardin & Waite, special counsel to the
Company, to the effect that

-6-
<PAGE>

leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole;

(iii) the Class "A" Bonds (as that term is defined in the
Indenture) which, at the date hereof, have been deposited with the Trustee
under the Indenture have been duly pledged, assigned and transferred to
the Trustee, and the Indenture constitutes a direct and valid first lien
thereupon; no registration, recording or filing of the Indenture (or
notices or financing statements in respect thereof) is required by law to
make effective and to maintain the lien intended to be created by the
Indenture on such Class "A" Bonds;

(iv) the Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company, enforceable
in accordance with its terms, except as limited by bankruptcy, insolvency
or other laws affecting the enforcement of mortgagees' and other
creditors' rights and general equitable principles (whether considered in
a proceeding at law or in equity) and except that no opinion is expressed
with respect to the enforceability of the lien of the Indenture on
chattels as against third parties (other than chattels delivered in pledge
to the Trustee), or with respect to the enforceability of the lien of the
Indenture on after acquired property (in respect of which a supplemental
indenture shall not have been executed, delivered and recorded) as against
purchasers for value without notice;

(v) the Bonds have been duly authorized and, when executed
and authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the terms
of the Underwriting Agreement, will be entitled to the benefits of the
Indenture and will be valid and binding obligations of the Company, in
each case enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency or other laws affecting the enforcement
of mortgagees' and other creditors' rights and by general equitable
principles (whether considered in a proceeding at law or in equity);

(vi) each Class "A" Mortgage has been duly and validly
authorized by all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding instrument, enforceable
in accordance with its terms, except as limited by bankruptcy, insolvency
or other laws affecting the enforcement of mortgagees' and other
creditors' rights and by general equitable principles (whether considered
in a proceeding at law or in equity) and

-7-
<PAGE>

except that no opinion is expressed with respect to the enforceability of
the lien of each Class "A" Mortgage on chattels as against third parties
(other than chattels delivered in pledge to the Class A Mortgage Trustee),
or with respect to the enforceability of the lien of the Class A Mortgage
on after acquired property (in respect of which a supplemental indenture
shall not have been executed, delivered and recorded) as against
purchasers for value without notice;

(vii) each Class "A" Mortgage constitutes a valid and direct
first mortgage lien on the properties which are described therein subject
only to excepted encumbrances as defined therein and to minor defects and
encumbrances customarily found on properties of like size and character,
which do not materially impair the use of such properties by the Company;

(viii) the Class "A" Bonds which, at the date hereof, have
been deposited with the Trustee under the Indenture are legal, valid and
binding obligations of the Company, enforceable in accordance with their
respective terms, except as limited by bankruptcy, insolvency or other
laws affecting the enforcement of mortgagees' and other creditors' rights
and by general equitable principles (whether considered in a proceeding at
law or in equity), and are entitled to the benefit of the security
afforded by the respective Class "A" Mortgage under which they were
issued;

(ix) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company;

(x) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting
Agreement, the Indenture and the Bonds will not conflict with, result in a
breach of or constitute a default under any provision of (A) applicable
law (except for the indemnification provisions hereof which may be
unenforceable as against public policy under certain circumstances), (B)
the certificate of incorporation or by-laws of the Company, (C) to the
best of such counsel's knowledge, any indenture, mortgage, deed of trust
or other agreement or instrument to which the Company or any of its
subsidiaries is a party that is material to the Company and its
subsidiaries, taken as a whole, or (D) to the best of such counsel's
knowledge, any judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Company or any subsidiary;

(xi) the FERC has issued an appropriate order or orders with
respect to the issuance and sale of the Bonds in accordance with the
Underwriting Agreement; such order or orders are in full force and effect;
the issuance and sale

-8-
<PAGE>

of the Bonds are in conformity with the terms of such order or orders; and
no other authorization, approval or consent of any other governmental body
or agency is legally required for the issuance and sale of the Bonds as
contemplated by the Underwriting Agreement, except such as have been
obtained under the Securities Act and the Trust Indenture Act and such as
may be required under the state securities or Blue Sky laws in connection
with the purchase and distribution of the Bonds by the Underwriters;

(xii) the statements (A) in the Prospectus under the captions
"Certain Terms of the Offered Securities," "Description of the Mortgage
Bonds," "Underwriting" and "Plan of Distribution," (B) "Pending
Acquisition of Synergy Group Incorporated," (C) in the Registration
Statement under Item 15, (D) in "Item 3 - Legal Proceedings" of the
Company's most recent annual report on Form 10-K incorporated by reference
in the Prospectus and (E) in "Item 1 - Legal Proceedings" of Part II of
the Company's quarterly reports on Form 10-Q filed since such annual
report and reviewed by such counsel, in each case insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called for
with respect to such legal matters, documents and proceedings and fairly
summarize the matters referred to therein;

(xiii) after due inquiry, such counsel does not know of any
legal or governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is subject that are
required to be described in the Registration Statement or the Prospectus
and are not so described or of any statutes, regulations, contracts or
other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed or incorporated by reference as
exhibits to the Registration Statement that are not described, filed or
incorporated as required;

(xiv) the Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended;

(xv) the Registration Statement has become and is effective
under the Securities Act, and, to the best of such counsel's knowledge, no
stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for a stop order with respect thereto are
pending or threatened under Section 8(d) of the Securities Act; and

-9-
<PAGE>

(xvi) such counsel (A) is of the opinion that (except for
financial statements and schedules included therein as to which such
counsel need not express any opinion and except for documents filed
pursuant to the Exchange Act and incorporated by reference in the
Prospectus that such counsel did not review as to which such counsel need
not express any opinion) each document, if any, filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied when
so filed as to form in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, (B)
believes that (except for financial statements and schedules as to which
such counsel need not express any belief and except for that part of the
Registration Statement that constitutes the Form T-l heretofore referred
to) each part of the Registration Statement, when such part became
effective did not, and, as of the date such opinion is delivered, does not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (C) is of the opinion that the
Registration Statement and Prospectus (except for financial statements and
schedules included therein as to which such counsel need not express any
opinion), comply as to form in all material respects with the Securities
Act and the applicable rules and regulations of the Commission thereunder
and (D) believes that (except for financial statements and schedules as to
which such counsel need not express any belief) the Prospectus as of the
date such opinion is delivered does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.

(d) The Representative shall have received on the Closing Date
opinions dated the Closing Date (i) of Churchill, Manolis, Freeman, Kludt &
Kaufman, South Dakota counsel to the Company, with respect to franchises and
titles to the properties of the Company, the validity and enforceability of the
lien of the Indenture and of each Class "A" Mortgage with respect thereto and
the non-necessity of authorization by any public body of the State of South
Dakota with respect to the issuance of the Bonds and the Class "A" Bonds, (ii)
of Shamberg, Wolf, McDermott & Depue, Nebraska counsel to the Company, with
respect to franchises and titles to the properties of the Company, the validity
and enforceability of the lien of the Indenture and of each Class "A" Mortgage
with respect thereto and the non-necessity of authorization by any public body
of the State of Nebraska with respect to the issuance of the Bonds and the Class
"A" Bonds, (iii) of Pearce & Durick, North Dakota counsel to the Company, with
respect to titles to the properties of the Company, the validity and
enforceability of the lien of the Indenture and of each Class "A" Mortgage with
respect thereto and the non-

-10-

<PAGE>

necessity of authorization by any public body of the State of North Dakota with
respect to the issuance of the Bonds and the Class "A" Bonds, and (iv) of Nymann
& Kohl, Iowa counsel to the Company, with respect to franchises, if any, and
titles to the properties of the Company, the validity and enforceability of the
lien of the Indenture and of each Class "A" Mortgage with respect thereto and
the non-necessity of authorization by any public body of the State of Iowa with
respect to the issuance of the Bonds and the Class "A" Bonds.

(e) The Representative shall have received on the Closing Date an
opinion dated the Closing Date of Winthrop, Stimson, Putnam & Roberts, counsel
for the Underwriters, covering the matters referred to in subparagraphs (iv),
(v), (ix), (xii) (but only as to the statements referred to in clause (A)
thereof), (xv) and (xvi) (B), (C) and (D) of paragraph (c) above.

With respect to the subparagraph (xvi) of paragraph (c) above,
Schiff Hardin & Waite, special counsel to the Company, may state that its
opinion and belief are based upon its participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto
and documents incorporated therein by reference and review and discussion of the
contents thereof, but are without independent check or verification, except as
specified. With respect to clauses (B), (C) and (D) of subparagraph (xvi) of
paragraph (C) above, Winthrop, Stimson, Putnam & Roberts may state that their
opinion and belief are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto
(but not including documents incorporated therein by reference) and review and
discussion of the contents thereof (including documents incorporated therein by
reference) but are without independent check or verification, except as
specified.

The opinions of Schiff Hardin & Waite, special counsel to the
Company, Churchill, Manolis, Freeman, Kludt & Kaufman, South Dakota counsel to
the Company, Shamberg, Wolf, McDermott & Depue, Nebraska counsel to the Company,
Pearce & Durick, North Dakota counsel to the Company and Nymann & Kohl, Iowa
counsel to the Company, described in paragraphs (c) and (d) above shall be
rendered to the Underwriters at the request of the Company and shall so state
therein.

(f) The Representative shall have received on the date of this
Agreement a letter, dated the date of this Agreement, in form and substance
satisfactory to the Representative, from

-11-
<PAGE>

Arthur Andersen LLP, the Company's independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained in or incorporated by reference into the
Prospectus. Such letter shall include, without limitation, statements to the
effect that (i) the unaudited pro forma condensed consolidated financial
statements included or incorporated by reference in the Prospectus comply as to
form with the applicable accounting requirements of Rule 11-02 of Regulation S-X
of the Commission, (ii) management's assumptions provide a reasonable basis for
presenting the significant effects directly attributable to the Acquisition
described in the notes to the unaudited pro forma condensed consolidated
financial statements, (iii) the related pro forma adjustments give appropriate
effect to those assumptions, and (iv) the pro forma column reflects the proper
application of those adjustments to the historical financial statement amounts
contained in such unaudited pro forma consolidated statements.

(i) The Representative shall have received on the Closing Date a
letter, dated the Closing Date, in form and substance satisfactory to the
Representative, from Peat Marwick LLP, Synergy's independent public accountants,
to the effect that such accountants reaffirm, as of the Closing Date, and as
though made on the Closing Date, the statements made in the letter furnished by
such accountants pursuant to Section 4(h), except that the specified date
referred to therein shall be a date not more than five business days prior to
the Closing Date.

-12-
<PAGE>

of descriptions and other information with respect thereto (including, in the
case of Synergy, historical financial statements) in the Registration Statement
and the Prospectus.

(k) On the Closing Date, Standard & Poor's and Moody's Investors
Service, Inc. shall have publicly assigned to the Bonds ratings of ____ and
____, respectively, which ratings shall be in full force and effect on the
Closing Date.

5. COVENANTS OF THE COMPANY. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants as
follows:

(b) To cause the Prospectus to be filed with the Commission
pursuant to and in compliance with Rule 424 under the Act.

(c) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish to the Underwriters a copy of each such proposed
amendment or supplement and not to file any such proposed amendment or
supplement to which the Underwriters reasonably object.

(d) If, during such period after the first date of the public
offering of the Bonds as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales by an
Underwriter or dealer, any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, or if, in the opinion of counsel for
the Underwriters, it is necessary to amend or supplement the Prospectus to
comply with law, forthwith to prepare, file with the Commission and furnish, at
its own expense, to the Underwriters, and to the dealers (whose names and
addresses the Representative will furnish to the Company) to which Bonds may
have been sold by the Underwriters on behalf of the Underwriters and to any
other dealers upon request, either amendments or supplements to the Prospectus
so that the statements in the Prospectus as so amended or supplemented will not,
in the light of the circumstances when the Prospectus is delivered to a
purchaser, be misleading or so that the Prospectus, as amended or supplemented,
will comply with law.

-13-
<PAGE>

(e) To endeavor to qualify the Bonds for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Underwriters shall
reasonably request and to maintain such qualification for as long as the
Underwriters shall reasonably request.

(g) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company or
warrants to purchase debt securities of the Company substantially similar to the
Bonds (other than (i) the Bonds, (ii) commercial paper issued in the ordinary
course of business and (iii) other debt securities evidencing commercial bank
loans), without the prior written consent of the Representative.

(h) Whether or not any sale of Bonds is consummated, to pay all
expenses incident to the performance of its obligations under the Underwriting
Agreement, including: (i) the preparation and filing of the Registration
Statement and the Prospectus and all amendments and supplements thereto, (ii)
the preparation, issuance and delivery of the Bonds, (iii) the fees and
disbursements of the Company's counsel and accountants and of the Trustee and
its counsel, (iv) the qualification of the Bonds under securities or Blue Sky
laws in accordance with the provisions of Section 5(d), including filing fees
and the fees and disbursements of counsel for the Underwriters in connection
therewith and in connection with the preparation of any Blue Sky Memoranda in an
aggregate amount not to exceed $10,000, (v) the printing and delivery to the
Underwriters in quantities as hereinabove stated of copies of the Registration
Statement and all amendments thereto and of the Prospectus and any amendments or
supplements thereto, (vi) any fees charged by rating agencies for the rating of
the Bonds and (vii) the fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.

-14-
<PAGE>

of the Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by any Underwriter or any such controlling person in
connection with investigating or defending any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any amendment thereof, any preliminary prospectus
or the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter expressly for use therein.

(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be

-15-
<PAGE>

liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all such indemnified parties and that all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Representative, in the case of parties indemnified
pursuant to paragraph (a) above, and by the Company, in the case of parties
indemnified pursuant to paragraph (b) above. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

(d) To the extent the indemnification provided for in paragraph
(a) or (b) of this Section 6 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Bonds or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the Underwriters on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other hand
in connection with the offering of the Bonds shall be deemed to be in the same
respective proportions as the net proceeds from the offering of such Bonds

-16-
<PAGE>

(before deducting expenses) received by the Company and the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus Supplement, bear to the
aggregate public offering price of the Bonds. The relative fault of the Company
on the one hand and of the Underwriters on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Section 6 are several in proportion
to the respective principal amounts of Bonds they have purchased hereunder, and
not joint.

(e) The Company and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 6 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Bonds
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

-17-
<PAGE>

exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis that, in the judgment of the Representative, is material and
adverse and (b) in the case of any of the events specified in clauses (a)(i)
through (iv), such event, singly or together with any other such event, makes
it, in the judgment of the Representative, impracticable to market the Bonds on
the terms and in the manner contemplated in the Prospectus. This Agreement may
also be terminated at any time prior to the Closing Date if in the judgment of
the Representative the subject matter of any amendment or supplement to the
Registration Statement or Prospectus prepared and furnished by the Company
reflects a material adverse change in the business, properties or financial
condition of the Company which renders it either inadvisable to proceed with
such offering, if any, or inadvisable to proceed with the delivery of the Bonds
to be purchased hereunder.

8. DEFAULTING UNDERWRITERS. If, on the Closing Date, any one
or more of the Underwriters shall fail or refuse to purchase the Bonds that it
has or they have agreed to purchase hereunder on such date, and the aggregate
amount of Bonds which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate amount
of the Bonds to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the amount of Bonds set forth
opposite their respective names in the Underwriting Agreement bears to the
aggregate amount of Bonds set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as the Representative
may specify, to purchase the Bonds which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; PROVIDED
that in no event shall the amount of Bonds that any Underwriter has agreed to
purchase pursuant to this Agreement be increased pursuant to this Section 8 by
an amount in excess of one-ninth of such amount of Bonds without the written
consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Bonds that it has or they have
agreed to purchase and the aggregate amount of Bonds with respect to which such
default occurs is more than one-tenth of the aggregate amount of Bonds to be
purchased on such date, and arrangements satisfactory to the Representative and
the Company for the purchase of such Bonds are not made within 36 hours after
such default, the Underwriting Agreement shall terminate without liability on
the part of any non-defaulting Underwriter or the Company. In any such case
either the Representative or the Company shall have the right to postpone the
Closing Date but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus or
in any other documents or arrangements may be effected. Any action taken

-18-
<PAGE>

under this paragraph shall not relieve any defaulting Underwriter from liability
in respect of any default of such Underwriter under the Underwriting Agreement.

12. APPLICABLE LAW. The Underwriting Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York.

-19-
<PAGE>

13. HEADINGS. The headings of the sections of the Underwriting
Agreement have been inserted for convenience of reference only and shall not be
deemed a part of the Underwriting Agreement.

14. NOTICES. All communications hereunder will be in writing
and, if sent to the Underwriters, will be mailed, delivered or telecopied and
confirmed to Morgan Stanley & Co. Incorporated at 1221 Avenue of the Americas,
4th Floor, New York, New York 10020, Attn: Manager - Debt Syndicate, Telecopy
No: (212) 764-7490, or, if sent to the Company, will be mailed, delivered or
telecopied and confirmed to it at 33 Third Street SE, Huron, South Dakota,
57350, Attn: Mr. Richard R. Hylland, Vice President -- Finance & Corporate
Development, Telecopy No: (605) 353-8286.

Please confirm your agreement by having an authorized officer sign a
copy of the Underwriting Agreement in the space set forth below.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED

---------------------------------

Acting severally on behalf of itself and the
several Underwriters named herein

By: MORGAN STANLEY & CO. INCORPORATED

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

Accepted,
---------------

NORTHWESTERN PUBLIC SERVICE COMPANY

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

-20-
<PAGE>

SCHEDULE I
----------

Principal Amount
Name of Underwriter of Bonds
- ------------------- -----------------

Morgan Stanley & Co. Incorporated. . . . . . . . . . . . . . $
----------

. . . . . . . . . . . . . . . . . . . . . $
- ------------------- ----------

. . . . . . . . . . . . . . . . . . . . . $
- ------------------- ----------
---------------
Total $
----------------
----------------

<PAGE>

SCHEDULE II
-----------

Underwriting Agreement dated , 1995
-------- --
Registration Statement No.
--------
Representative and Address:

Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, NY 10020

Securities:

Designation:

Principal Amount:

Supplemental Indenture
dated as of:

Date of Maturity:

Interest Rate:

Purchase Price:

Public Offering Price:

Type of Funds/Method
of Payment:

Closing Date
and Location:

<PAGE>

SUPPLEMENTAL INDENTURE, dated the __________ day of __________,
nineteen hundred and ninety-five (1995), made by and between NORTHWESTERN PUBLIC
SERVICE COMPANY, a corporation organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), party of the first part,
and THE CHASE MANHATTAN BANK (National Association), a national banking
association organized and existing under the laws of the United States of
America and having its principal office or place of business in the Borough of
Manhattan, The City of New York, State of New York, successor to The Chase
National Bank of the City of New York (hereinafter called the "Trustee"), and C.
J. HEINZELMANN, of Nassau County, New York, successor to Carl E. Buckley (the
Trustee and said C. J. HEINZELMANN being hereinafter called the "Trustees,"
which term where the context requires may also designate their respective
predecessors in trust, the post office address of the Trustees being Corporate
Trust Administration Division, 4 Chase MetroTech Center - 3rd Floor, Brooklyn,
New York 11245), as Trustees under the Indenture dated August 1, 1940,
hereinafter mentioned, parties of the second part.

WHEREAS the Company has heretofore executed and delivered its Indenture
(hereinafter referred to as the "Original Indenture"), dated August 1, 1940, to
the Trustees for the security of the bonds of the Company issued and to be
issued thereunder; and

WHEREAS the Company, from time to time, has heretofore duly made and
delivered to the Trustees certain indentures supplemental to the Original
Indenture, including supplemental indentures dated January 15, 1941, August 18,
1945, September 23, 1946, October 1, 1946, July 24, 1947, June 1, 1948,
September 1, 1948, June 1, 1949, August 16, 1950, March 1, 1952, May 1, 1953,
February 1, 1955, August 27, 1955, October 1, 1956, July 1, 1957, August 1,
1959, July 1, 1961, July 1, 1966, September 1, 1970, August 1, 1972, July 1,
1973, November 14, 1974, May 1, 1975, June 1, 1977, July 1, 1978, December 1,
1978, May 6, 1987, November 1, 1989, July 15, 1991, November 15, 1991, September
1, 1992 and August 15, 1993 (the Original Indenture as supplemented and amended
by the aforementioned supplemental indentures and by this Supplemental Indenture
being hereinafter referred to as the "Indenture"); and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated October 1, 1946 (hereinafter referred to as
the "Supplemental Indenture dated October 1, 1946"), the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 3% Series due 1973, of which Bonds of the Series due 1973
there were heretofore issued $549,000 principal amount, all of which were paid
in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated June 1, 1948, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 3-3/8% Series due 1978, of which Bonds of the 3-3/8%
Series there were heretofore issued $600,000 principal amount, all of which were
paid in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated September 1, 1948, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 3 1/2% Series due 1978, of which Bonds of the 3 1/2%
Series there were heretofore issued $700,000 principal amount, all of which were
paid in full at or after maturity and are no longer outstanding; and

<PAGE>

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated June 1, 1949, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 3 1/4% Series due 1978, of which Bonds of the 3 1/4%
Series there were heretofore issued $700,000 principal amount, all of which were
paid in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated March 1, 1952, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 3-5/8% Series due 1978, of which Bonds of the 3-5/8%
Series there were heretofore issued $1,000,000 principal amount, all of which
were paid in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated May 1, 1953, the Company created a new series
of bonds, to be issued under the Original Indenture, and to be known as First
Mortgage Bonds, 3.80% Series due 1983, of which Bonds of the 3.80% Series there
were heretofore issued $700,000 principal amount, all of which were paid in full
at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated February 1, 1955, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 3.30% Series due 1983, of which Bonds of the 3.30% Series
there were heretofore issued $800,000 principal amount, all of which were paid
in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated October 1, 1956, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 4-7/8% Series due 1983, of which Bonds of the 4-7/8%
Series there were heretofore issued $1,300,000 principal amount, all of which
were paid in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated July 1, 1957, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 5-7/8% Series due 1987, of which Bonds of the 5-7/8%
Series there were heretofore issued $1,500,000 principal amount, all of which
were paid in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated August 1, 1959, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 5.40% Series due 1987, of which Bonds of the 5.40% Series
there were heretofore issued $975,000 principal amount, all of which were paid
in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated July 1, 1961, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 5 1/4% Series due 1987, of which Bonds of the 5 1/4%
Series there were heretofore issued $4,000,000 principal amount, all of which
were paid in full at or after maturity and are no longer outstanding; and

-2-

<PAGE>

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated July 1, 1966, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 6 1/4% Series due 1996, of which Bonds of the 6 1/4%
Series there were heretofore issued $3,500,000 principal amount, all of which
have been redeemed and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated September 1, 1970, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 9 1/4% Series due 1975, of which Bonds of the 9 1/4%
Series there were heretofore issued $6,000,000 principal amount, all of which
were paid in full at or after maturity and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated August 1, 1972, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 8% Series due 2002, of which Bonds of the 8% Series there
were heretofore issued $6,000,000 principal amount, all of which have been
redeemed and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated July 1, 1973, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 8 1/4% Series due 2003, of which Bonds of the 8 1/4%
Series there were heretofore issued $15,000,000 principal amount, all of which
have been redeemed and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated May 1, 1975, the Company created a new series
of bonds, to be issued under the Original Indenture, and to be known as First
Mortgage Bonds, 11% Series due 1995, of which Bonds of the 11% Series there were
heretofore issued $15,000,000 principal amount, all of which have been redeemed
and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated June 1, 1977, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 8.80% Series due 2007, of which Bonds of the 8.80% Series
there were heretofore issued $12,000,000 principal amount, all of which have
been redeemed and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated July 1, 1978, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 9-5/8% Series due 2008, of which Bonds of the 9-5/8%
Series there were heretofore issued $10,000,000 principal amount, all of which
have been redeemed and are no longer outstanding; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated December 1, 1978, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 9.85% Series due 1998, of which Bonds of the 9.85% Series
there were heretofore issued $12,000,000 principal amount, all of which have
been redeemed and are no longer outstanding; and

-3-

<PAGE>

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated November 1, 1989, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 8.90% Series due 1999, of which Bonds of the 8.90% Series
there are issued and outstanding, as of the date of this Supplemental Indenture,
$7,500,000 principal amount and for which the Company received, exclusive of
accrued interest, the aggregate sum of $7,500,000; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated July 15, 1991, the Company created a new
series of bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 8.824% Series due 1998, of which Bonds of the 8.824%
Series there are issued and outstanding, as of the date of this Supplemental
Indenture, $15,000,000 principal amount and for which the Company received,
exclusive of accrued interest, the aggregate sum of $15,000,000; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated September 1, 1992, the Company created a new
series of Bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 6.99% Series due 2002, of which Bonds of the 6.99% Series
there are issued and outstanding, as of the date of this Supplemental Indenture,
$25,000,000 principal amount for which the Company received, exclusive of
accrued interest, the aggregate sum of $25,000,000; and

WHEREAS pursuant to the terms and provisions of the Original Indenture
and a Supplemental Indenture dated August 15, 1993, the Company created a new
series of Bonds, to be issued under the Original Indenture, and to be known as
First Mortgage Bonds, 7% Series due 2023, of which Bonds of the 7% Series there
are issued and outstanding, as of the date of this Supplemental Indenture,
$55,000,000 principal amount for which the Company received, exclusive of
accrued interest, the aggregate sum of $54,629,300; and

WHEREAS the Company desires to create a new series of bonds to be
issued under the Indenture, to be known as First Mortgage Bonds, ___% Series due
2___ (hereinafter called "Bonds of the Series due 2___"), and to modify the
Original Indenture in certain respects, and proposes forthwith to issue
additional bonds under the Indenture in the principal amount of $___,000,000,
for a consideration of $__________, exclusive of accrued interest (which
consideration is to received upon the issuance of the New Mortgage Bonds of the
2___ Series referred to below); and

WHEREAS by Sections 11 and 12 of Article III of the Original Indenture,
the Company has covenanted, upon the terms and in the manner therein set forth,
to execute such further instruments and to do such further acts as might be
appropriate to subject to the lien of the Original Indenture all property which
the Original Indenture, as amended and supplemented, provided should be subject
to the lien thereof and to make effective and maintain the lien intended to be
created thereby; and

WHEREAS the Bonds of the Series due 2___ are to be issued to The Chase
Manhattan Bank (National Association), as trustee (the "New Mortgage Trustee")
under the Company's General Mortgage Indenture and Deed of Trust dated as of
August 1, 1993 (the "New Mortgage") and are to be owned and held by the New
Trustee as "Pledged Bonds" (as defined in the New Mortgage) in accordance with
the terms of the New Mortgage; and

-4-

<PAGE>

WHEREAS the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Original
Indenture, and pursuant to appropriate resolutions of its Board of Directors,
has duly resolved and determined to make, execute and deliver to the Trustees a
Supplemental Indenture in the form hereof for the purposes herein provided; and

WHEREAS all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled and the execution and delivery hereof have been in all
respects duly authorized;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

THAT Northwestern Public Service Company, in consideration of the
premises and of One Dollar to it duly paid by the Trustees at or before the
unsealing and delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the Trustees and their
successors in the trust under the Original Indenture, for the benefit of those
who shall hold the bonds and coupons, or any of them, to be issued hereunder or
thereunder as hereinafter provided, as follows:

ARTICLE I
DESCRIPTION OF BONDS OF THE SERIES DUE 2___

Section 1. The Company hereby creates a new series of bonds to be known
as "First Mortgage Bonds, ___% Series due 2___." The Bonds of the Series due
2___ shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, all of the terms,
conditions and covenants of the Indenture. The aggregate principal amount of the
Bonds of the Series due 2___ is unlimited except as the principal amount of all
bonds is limited by the Indenture. The initial issuance of the Bonds of the
Series due 2___ will be issued only to the New Mortgage Trustee as security for
the series of bonds being issued under the New Mortgage (the "New Mortgage Bonds
of the 2___ Series").

Each of the Bonds of the Series due 2___ shall be dated as of the
interest payment date thereof on which interest was paid next preceding the date
of issue, unless (a) issued on an interest payment date thereof on which
interest was paid, in which event it shall be dated as of the date of issue, or
(b) issued prior to the occurrence of any interest payment date thereof on which
interest was paid, in which event it shall be dated __________, 1995; shall
mature __________, 2___; and shall bear interest at a rate of _____ per centum
(__%) per annum, payable semi-annually on the _____ day of __________ and the
_____ day of __________ in each year commencing __________, 199_. The Bonds of
the Series due 2___ shall be payable as to principal and interest in any coin or
currency of the United States of America which at the time of payment is legal
tender for public and private debts, and shall be payable (as to the interest
thereon as well as the principal thereof) at the office or agency of the Company
in the Borough of Manhattan, The City of New York, State of New York.

Section 2. The Bonds of the Series due 2___ shall be issued only as
registered bonds without coupons of the denomination of $1,000, or any multiple
of $1,000, numbered R-1 and consecutively upwards, without regard to the
denomination thereof.

-5-

<PAGE>

Section 3. The Bonds of the Series due 2___ and the Trustee's
Certificate shall be substantially in the following forms respectively (and any
of the provisions of the Bonds of the Series due 2___ may be set forth on the
reverse side thereof):

[FORM OF BOND OF THE SERIES DUE 2___]

No. R- $______________

NORTHWESTERN PUBLIC SERVICE COMPANY
FIRST MORTGAGE BOND, ___% SERIES DUE 2___

Northwestern Public Service Company, a Delaware corporation
(hereinafter called the "Company"), for value received, hereby promises to pay
to The Chase Manhattan Bank (National Association), as trustee (the "New
Mortgage Trustee") under the Company's General Mortgage Indenture and Deed of
Trust dated as of August 1, 1993 (the "New Mortgage") or registered assigns, the
principal sum of ___________________ Dollars on the _____ day of __________,
2___, and to pay interest on said sum from the date hereof, at the rate of ___%
per centum per annum, payable half-yearly on the _____ day of __________ and the
_____ day of __________ in each year, until said principal sum is paid. Both the
principal of and the interest on this bond shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City of New York, State
of New York, in any coin or currency of the United States of America which at
the time of payment is legal tender for public and private debts.

This bond is one of the bonds issued and to be issued from time to time
under and in accordance with and all secured by the indenture of mortgage or
deed of trust dated August 1, 1940, executed and delivered by the Company to The
Chase National Bank of the City of New York (to which The Chase Manhattan Bank
(National Association), hereinafter sometimes referred to as the "Trustee," is
the successor) and Carl E. Buckley (C.J. Heinzelmann being his successor), as
Trustees, as supplemented and amended by certain indentures supplemental
thereto, including a Supplemental Indenture dated October 1, 1946, and a
Supplemental Indenture dated __________, 1995 (the Supplemental Indenture dated
__________, 1995, being herein referred to as the "Supplemental Indenture," and
said indenture of mortgage as so supplemented and amended being herein sometimes
referred to as the "Indenture"), to which Indenture reference is hereby made for
a description of the property mortgaged and pledged, the nature and extent of
the security and the rights of the holders and registered owners of said bonds
and of the Trustees and of the Company in respect of such security. By the terms
of the Indenture the bonds to be secured thereby are issuable in series which
may vary as to date, amount, date of maturity, rate of interest, redemption
provisions, medium of payment and in other respects as in the Indenture
provided. To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any indenture supplemental
thereof, and of the rights and obligations of the Company and of the holders of
the bonds and coupons may be made with the consent of the Company by an
affirmative vote of the holders of not less than 66-2/3% in aggregate principal
amount of the bonds entitled to vote then outstanding, at a meeting of
bondholders called and held as provided in the Indenture, and by an affirmative
vote of the holders of not less than 66-2/3% in aggregate principal amount of
the bonds of any series entitled to vote then outstanding and affected by such
modification or alteration, in case one or more but less than all of the series
of bonds then outstanding under the Indenture are so affected; PROVIDED,
HOWEVER, that no such modification or alteration shall be made

-6-

<PAGE>

which will affect the terms of payment of the principal of, or interest or
premium, if any, on this bond.

Bonds of the Series due 2___, of which this is one, are subject to
redemption as follows:

The Bonds of the Series due 2___ shall not be redeemable prior to
__________, 2___. At the option of the Company and upon the notice and in the
manner and with the effect provided in the Indenture, any or all, of the Bonds
of the Series due 2___ may be redeemed by the Company at any time and from time
to time on or after __________, 2___ upon payment of the following percentages
of the principal amount thereof:

If redeemed during the twelve months' period beginning the _____ day of
__________ of the
year:

<TABLE>

<S><C>
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 and thereafter . . . . . . . . . . .100.0000%
---
</TABLE>

together in each case with accrued interest to the redemption date.

In case of certain events of default specified in the Indenture, the
principal of this bond may be declared or may become due and payable, in the
manner and with the effect provided in the Indenture.

No recourse shall be had for the payment of the principal of, interest
or premium, if any, on this bond, or for any claim based hereon, or otherwise in
respect hereof or of the Indenture or any indenture supplemental thereto, to or
against any incorporator, stockholder, officer or director, past, present or
future, of the Company, or of any predecessor or successor company, either
directly or through the Company, or such predecessor successor company, under
any constitution or statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers being waived and released by the registered
owner hereof by the acceptance of this bond and being likewise waived and
released by the terms of the Indenture.

Notwithstanding any provision in the Indenture, the Supplemental
Indenture or this bond to the contrary, any payment by the Company under the New
Mortgage of principal, premium or interest on bonds which shall have been
authenticated and delivered under the New Mortgage (being herein referred to as
the "New Mortgage Bonds of the 2___ Series") upon the basis of the issuance and
delivery to the New Mortgage Trustee of the Bonds of the Series due 2___ shall,
to the extent thereof, be deemed to satisfy and discharge the obligation of the
Company to make a

-7-

<PAGE>

payment of principal, premium or interest, as the case may be, in respect of
this bond which is then due.

This bond constitutes a "Pledged Bond" (as defined in the New Mortgage)
and is subject to all of the rights and restrictions applicable to Pledged Bonds
as set forth in the New Mortgage. Without limiting the generality of the
foregoing, this bond shall be subject to surrender by the New Mortgage Trustee
in accordance with the provisions of Section 7.03 of the New Mortgage. To the
extent that any provisions in the Indenture, the Supplemental Indenture or this
bond are inconsistent with the provisions relating to Pledged Bonds that are set
forth in the New Mortgage, the provisions of the New Mortgage shall apply.

This bond shall not be valid or become obligatory for any purpose
unless and until it shall have been authenticated by the execution by the
Trustee or its successor in trust under the Indenture of the certificate
endorsed hereon.

IN WITNESS WHEREOF, Northwestern Public Service Company has caused this
bond to be executed in its name by its President or one of its Vice Presidents,
by his manual or facsimile signature, and its corporate seal to be hereto
affixed, or a facsimile thereof to be printed, lithographed or engraved hereon,
and to be attested by its Corporate Secretary or one of its Assistant
Secretaries, by his manual or facsimile signature, on the date hereof.

Dated:

NORTHWESTERN PUBLIC SERVICE COMPANY

By
---------------------------------
[Title]

ATTEST:

- ---------------------------------------------
Corporate Secretary

[FORM OF TRUSTEE'S CERTIFICATE]

This bond is one of the bonds of the series designated therein,
described in the within mentioned Indenture.

THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), AS TRUSTEE

By
---------------------------------
Authorized Officer

-8-

<PAGE>

Section 4. Notwithstanding any provision in the Original Indenture,
this Supplemental Indenture or the Bonds of the Series due 2___ to the contrary,
any payment by the Company under the New Mortgage of principal, premium or
interest on bonds which shall have been authenticated and delivered under the
New Mortgage (being herein referred to as the "New Mortgage Bonds of the 2___
Series") upon the basis of the issuance and delivery to the New Mortgage Trustee
of the Bonds of the Series due 2___ shall, to the extent thereof, be deemed to
satisfy and discharge the obligation of the Company to make a payment of
principal, premium or interest, as the case may be, in respect of the Bonds of
the Series due 2___ which is then due.

Section 5. The Bonds of the Series due 2___ constitute "Pledged Bonds"
(as defined in the New Mortgage) and are subject to all of the rights and
restrictions applicable to Pledged Bonds as set forth in the New Mortgage.
Without limiting the generality of the foregoing, the Bonds of the Series due
2___ shall be subject to surrender by the New Mortgage Trustee in accordance
with the provisions of Section 7.03 of the New Mortgage. To the extent that any
provisions in the Original Indenture, this Supplemental Indenture or the Bonds
of the Series due 2___ are inconsistent with the provisions relating to Pledged
Bonds that are set forth in the New Mortgage, the provisions of the New Mortgage
shall apply.

ARTICLE II
ISSUE OF BONDS OF THE SERIES DUE 2___

Section 1. The Company hereby exercises the right to obtain the
authentication and delivery of additional bonds for or on account of the
payment, cancellation, redemption or other discharge at, before or after
maturity of bonds of other series previously authenticated under the Indenture,
pursuant to the terms of Section 2 of Article II of the Original Indenture. Such
additional bonds shall be initially issued in the principal amount of
$___,000,000 and shall be Bonds of the Series due 2___. Bonds of the Series due
2___ shall be executed on behalf of the Company by its President, or one of its
Vice Presidents, and its Corporate Secretary, or one of its Assistant
Secretaries, by their manual or facsimile signatures, and shall be sealed with
the corporate seal of the Company by causing the same to be affixed thereto or a
facsimile thereof to be printed, lithographed or engraved thereon.

Section 2. The Bonds of the Series due 2___ provided to be issued by
Section 1 of this Article may be authenticated and delivered prior to the filing
for recordation of this Supplemental Indenture.

ARTICLE III
REDEMPTION OF BONDS OF THE SERIES DUE 2___

Section 1. The Bonds of the Series due 2___ shall not be redeemable
prior to __________, 2___. The Bonds of the Series due 2___ shall, upon the
notice and in the manner and with the effect provided in Article V of the
Original Indenture, as amended by Section 2 of this Article III, be redeemable,
at any time and from time to time, on or after __________, 2___, at the option
of

-9-

<PAGE>

the Company, either as a whole or in part, upon payment of the following
percentages of the principal amount thereof:

If redeemed during the twelve months' period beginning the _____ day of
__________ of the
year:

<TABLE>
<S><C>
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 . . . . . . . . . . . . . . . . . . . . %
--- -----
2 and thereafter . . . . . . . . . . .100.0000%
---
</TABLE>

together, in each case, with accrued interest thereon to the redemption date.

Section 2. Notice of redemption of any Bonds of the Series due 2___
shall be given as provided in Section 2 of Article V of the Original Indenture,
except that notice need be given only by mail, or by hand delivery in lieu of
mail, and not by publication. If given by mail or by hand delivery, the mailing
or hand delivery of such notice shall be a condition precedent to redemption,
provided that any notice which is mailed in the manner provided in Section 2 of
Article V of the Original Indenture shall be conclusively presumed to have been
duly given whether or not the holders receive such notice, and failure to give
such notice by mail or hand delivery, or any defect in such notice, to the
holder of any such bond designated for redemption in whole or in part shall not
affect the validity of the redemption of any other such bond.

Except for the changes in the giving of notice of redemption as
provided in this Section, the procedures for redemption of the Bonds of the
Series due 2___ shall be as provided in Article V of the Original Indenture, as
amended by Section 15(B) of Article IV of the Supplemental Indenture dated
October 1, 1946.

ARTICLE IV
THE TRUSTEES

The Trustees hereby accept the trusts hereby declared and provided and
agree to perform the same upon the terms and conditions in the Original
Indenture set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or the
due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company

-10-

<PAGE>

solely. In general each and every term and condition contained in Article XV of
the Original Indenture, as amended by Section 15 of Article IV of the
Supplemental Indenture dated October 1, 1946, shall apply to this Supplemental
Indenture with the same force and effect as if the same were herein set forth in
full, with such omissions, variations and modifications thereof as may be
appropriate to make the same conform to this Supplemental Indenture.

IN WITNESS WHEREOF, said Northwestern Public Service Company has caused
this instrument to be executed in its corporate name by its President or one of
its Vice Presidents, and its corporate seal to be hereunto affixed and to be
attested by its Corporate Secretary or an Assistant Secretary, and said The
Chase Manhattan Bank (National Association), to evidence its acceptance of the
trust hereby created, has caused this instrument to be executed in its corporate
name by its President or one of its Second Vice Presidents and its corporate
seal to be hereunto affixed and to be attested by one of its Assistant
Secretaries, and said C.J. Heinzelmann, to evidence his acceptance of the trust
hereby created, has signed this instrument, in several counterparts, all as of
the day and year first above written.

NORTHWESTERN PUBLIC SERVICE COMPANY

By
---------------------------------
[Title]

ATTEST:

By
--------------------------------
[Title]

Executed by Northwestern Public
Service Company in the presence
of:

- ----------------------------------

- ----------------------------------
Witnesses

-11-

<PAGE>

(BANK SEAL) THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)

By
---------------------------------
[Title]

ATTEST:

By
--------------------------------
Assistant Secretary

Executed by The Chase Manhattan
Bank (National Association) in the
presence of:

- ----------------------------------

- ----------------------------------
Witnesses

By
---------------------------------
C. J. Heinzelmann

Executed by C. J. Heinzelmann in
the presence of:

- ----------------------------------

- ----------------------------------
Witnesses

-12-

<PAGE>

STATE OF SOUTH DAKOTA )
) SS
COUNTY OF BEADLE )

On this _____th day of __________, in the year 1995, before me,
___________, a Notary Public in and for said County and State, personally
appeared __________ and __________, known to me to be the _______________ and
the _______________, respectively, of Northwestern Public Service Company, a
Delaware corporation, and one of the corporations that is described in and that
executed the within instrument, and to be officers of said corporation
authorized to execute said instrument on its behalf, and acknowledged to me that
said corporation executed the same, and further acknowledged to me that they had
executed said instrument as such officers and on behalf of said corporation,
thereunto duly authorized.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal of
office this _____th day of __________, 1995.

(NOTARIAL SEAL)
----------------------------------
Notary Public
[NAME]
Notary Public, Beadle County, S.D.
My Commission expires ,
---------- -----

STATE OF SOUTH DAKOTA )
) SS
COUNTY OF BEADLE )

On this _____th day of __________, in the year 1995, before me,
___________, a Notary Public in and for said County and State, personally
appeared __________ and __________, known to me to be the _______________ and
the _______________, respectively, of the within named Northwestern Public
Service Company, a Delaware corporation, and to be the same persons whose names
are signed to the foregoing instrument as such _______________ and such
_______________, respectively, of said corporation, and acknowledged said
instrument to be the voluntary act and deed of said corporation, and further
acknowledged that they had signed, sealed and delivered said instrument as their
voluntary act and deed as the _______________ and the _______________,
respectively, of said corporation and that the seal of said corporation affixed
to said instrument is the common seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal of
office this _____th day of __________, 1995.

(NOTARIAL SEAL)
----------------------------------
Notary Public
[NAME]
Notary Public, Beadle County, S.D.
My Commission expires ,
---------- -----

<PAGE>

STATE OF NEW YORK )
) SS
COUNTY OF KINGS )

On this _____th day of __________, in the year 1995, before me,
__________, a Notary Public in and for said County and State, personally
appeared __________ and __________ to me personally known and known to me to be
a _______________ and an Assistant Secretary, respectively, of THE CHASE
MANHATTAN BANK (National Association), a national banking association organized
and existing under the laws of the United States of America and one of the
corporations described in and which executed the foregoing instrument, who,
being by me severally duly sworn, each for himself did depose, and say and
acknowledge that he, said __________, resides at _________________, and is a
_______________ of said Bank and that she, said __________, resides at
_______________, and is an Assistant Secretary of said Bank; that they
respectively know the seal of said Bank and that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said Bank, and that they, respectively, signed their names
thereto by like order; and that said instrument is the voluntary act and deed of
said Bank, by it voluntarily executed.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal this _____th day of __________, 1995.

(NOTARIAL SEAL)
------------------------------------
Notary Public

Notary Public, State of New York
No.
----------
Qualified in Kings County
Commission expires ,
---------- -----

<PAGE>

STATE OF NEW YORK )
) SS
COUNTY OF NEW YORK )

On this _____th day of __________, in the year 1995, before me,
__________, a Notary Public in and for said County and State, personally
appeared C. J. HEINZELMANN, to me personally known and known by me to be the
person described in and who executed the foregoing instrument, who, being by me
duly sworn, did depose, say and acknowledge that he resides at [15 Boylston
Street, Garden City, New York], and that said instrument is his voluntary act
and deed, by him voluntarily executed.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal this _____th day of __________, 1995.

(NOTARIAL SEAL)
------------------------------------
Notary Public

Notary Public, State of New York
No.
----------
Qualified in Kings County
Commission expires ,
---------- -----

<PAGE>

ACKNOWLEDGMENT

The undersigned acknowledges the delivery to it and the receipt by it
of a full, true and complete copy of the foregoing Supplemental Indenture dated
, 1995.
- ----------

NORTHWESTERN PUBLIC SERVICE COMPANY

-----------------------------------
[Title]

(CORPORATE SEAL)

By
---------------------------
[Title]

<PAGE>

SUPPLEMENTAL INDENTURE, dated as of __________, 1995 (the "Supplemental
Indenture"), made by and between NORTHWESTERN PUBLIC SERVICE COMPANY, a
corporation organized and existing under the laws of the State of Delaware (the
"Company"), the post office address of which is 33 Third Street, S.E., Huron,
South Dakota 57350, and THE CHASE MANHATTAN BANK (National Association), a
national banking association organized and existing under the laws of the United
States of America (the "Trustee"), as Trustee under the General Mortgage
Indenture and Deed of Trust dated as of August 1, 1993, hereinafter mentioned,
the post office address of which is 4 Chase MetroTech Center, 3rd Floor,
Brooklyn, New York 11245;

WHEREAS, the Company has heretofore executed and delivered its General
Mortgage Indenture and Deed of Trust dated as of August 1, 1993 (the "Original
Indenture"), to the Trustee, for the security of the Bonds of the Company issued
and to be issued thereunder (the "Bonds"); and

WHEREAS, the Company has heretofore executed and delivered to the
Trustees a certain indenture supplemental to the Original Indenture dated August
15, 1993 (the Original Indenture, as supplemented and amended by the
aforementioned supplemental indenture and by this Supplemental Indenture being
hereinafter referred to as the "Indenture"); and

WHEREAS, the Company desires to create a new series of Bonds to be
issued under the Indenture, to be known as New Mortgage Bonds, ___% Series due
2___ (the "New Mortgage Bonds of the ___% Series"), and to modify the Original
Indenture in certain respects; and

WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Indenture, and
pursuant to appropriate resolutions of the Board of Directors, has duly resolved
and determined to make, execute and deliver to the Trustee a Supplemental
Indenture in the form hereof for the purposes herein provided; and

WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled and the execution and delivery hereof have been in all
respects duly authorized;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

THAT Northwestern Public Service Company, in consideration of the
purchase and ownership from time to time of the Bonds and the service by the
Trustee, and its successors, under the Indenture and of One Dollar to it duly
paid by the Trustee at or before the ensealing and delivery of these presents,
the receipt whereof is hereby acknowledged, hereby covenants and agrees to and
with the Trustee and its successors in the trust under the Indenture, for the
benefit of those who shall hold the Bonds as follows:

ARTICLE I
DESCRIPTION OF BONDS OF THE ___% SERIES DUE 2___

Section 1. The Company hereby creates a new series of Bonds to be known
as "New Mortgage Bonds, ___% Series due 2___." The New Mortgage Bonds of the
___% Series shall be executed, authenticated and delivered in accordance with
the provisions of, and shall in all respects be subject to, all of the terms,
conditions and covenants of the Indenture, as supplemented and modified.

<PAGE>

The commencement of the first interest period for the New Mortgage
Bonds of the ___% Series shall be __________, 1995. The New Mortgage Bonds of
the ___% Series shall mature __________, 2___, and shall bear interest at the
rate of (___%) per annum, payable semi-annually on the _____ day of __________
and the _____ day of __________ in each year. The person in whose name any of
the New Mortgage Bonds of the ___% Series are registered at the close of
business on any record date (as hereinafter defined) with respect to any
interest payment date shall be entitled to receive the interest payable on such
interest payment date notwithstanding the cancellation of such New Mortgage
Bonds of the ___% Series upon any transfer or exchange subsequent to the record
date and prior to such interest payment date; PROVIDED, HOWEVER, that if and to
the extent the Company shall default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid as provided in
Section 3.07(b) of the Indenture.

The term "record date" as used in this Section with respect to any
interest payment date shall mean the __________ or __________, as the case may
be, next preceding the semi-annual interest payment date, or, if such __________
or _________ shall be a legal holiday or a day on which banking institutions in
the Borough of Manhattan, The City of New York, State of New York, are
authorized by law to close, then the next preceding day which shall not be a
legal holiday or a day on which such institutions are so authorized to close.

Section 2. The New Mortgage Bonds of the ___% Series shall be issued
only as registered Bonds without coupons of the denomination of $1,000, or any
integral multiple of $1,000, appropriately numbered. The New Mortgage Bonds of
the ___% Series may be exchanged, upon surrender thereof, at the agency of the
Company in the Borough of Manhattan, The City of New York, State of New York,
for one or more new New Mortgage Bonds of the ___% Series of other authorized
denominations, for the same aggregate principal amount, subject to the terms and
conditions set forth in the Indenture.

New Mortgage Bonds of the ___% Series may be exchanged or transferred
without expense to the registered owner thereof except that any taxes or other
governmental charges required to be paid with respect to such transfer or
exchange shall be paid by the registered owner requesting such transfer or
exchange as a condition precedent to the exercise of such privilege.

Section 3. The New Mortgage Bonds of the ___% Series and the Trustee's
Certificate of Authentication shall be substantially in the following forms
respectively:

[FORM OF BOND OF THE ___% SERIES DUE 2___]

NORTHWESTERN PUBLIC SERVICE COMPANY
(Incorporated under the laws of the State of South Dakota)
NEW MORTGAGE BOND, ___% SERIES DUE 2___

No. R- $______________

Northwestern Public Service Company, a corporation organized and
existing under the laws of the State of Delaware (the "Company", which term
shall include any successor corporation as defined in the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________ or
registered assigns, the sum of __________ dollars on the _____ day of
__________, in any coin or currency of the United States of America which at the
time of payment is legal tender for public and private debts, and to pay
interest thereon in like coin or currency from

-2-

<PAGE>

__________, 1995, payable semi-annually, on the _____ days of __________ and
__________ in each year, at the rate of (___%) per annum, until the Company's
obligation with respect to the payment of such principal shall be discharged as
provided in the Indenture hereinafter mentioned. The interest so payable on any
__________ or __________ will, subject to certain exceptions provided in the
Supplemental Indenture dated as of __________, 1995, be paid to the person in
whose name this Bond is registered at the close of business on the immediately
preceding __________ or __________, as the case may be. Both principal of, and
interest on, this Bond are payable at the agency of the Company in the Borough
of Manhattan, The City of New York, State of New York.

This Bond shall not be entitled to any benefit under the Indenture or
any indenture supplemental thereto, or become valid or obligatory for any
purpose, until the form of certificate endorsed hereon shall have been signed by
or on behalf of The Chase Manhattan Bank (National Association), the Trustee
under the Indenture, or a successor trustee thereto under the Indenture, or by
an authenticating agent duly appointed by the Trustee in accordance with the
terms of the Indenture.

The provisions of this New Mortgage Bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

IN WITNESS WHEREOF, Northwestern Public Service Company has caused this
New Mortgage Bond to be signed (manually or by facsimile signature) in its name
by an Authorized Executive Officer, as defined in this Indenture, and its
corporate seal (or a facsimile thereof) to be hereto affixed and attested
(manually or by facsimile signature) by an Authorized Executive Officer, as
defined in this Indenture.

Dated: NORTHWESTERN PUBLIC SERVICE COMPANY

By
---------------------------------
AUTHORIZED EXECUTIVE OFFICER
ATTEST:

- ---------------------------------------------
AUTHORIZED EXECUTIVE OFFICER

[FORM OF TRUSTEE'S CERTIFICATE]

This is one of the Bonds of the series designated therein referred to
in the within-mentioned Indenture and Supplemental Indenture dated as of
_________, 1995.

THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), AS TRUSTEE

By
---------------------------------
AUTHORIZED OFFICER

-3-

<PAGE>

[FORM OF REVERSE OF BOND]

This New Mortgage Bond of the ___% Series is one of a duly authorized
issue of Bonds of the Company (the "Bonds"), of the series hereinafter
specified, all issued and to be issued under and equally secured by a General
Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of August 1,
1993, executed by the Company to The Chase Manhattan Bank (National Association)
(the "Trustee"), as Trustee, to which Indenture and all indentures supplemental
thereto reference is hereby made for a description to the properties mortgaged
and pledged, the nature and extent of the security, the rights of registered
owners of the Bonds and of the Trustee in respect thereof, and the terms and
conditions upon which the Bonds are, and are to be, secured. The Bonds may be
issued in series, for various principal sums, may mature at different times, may
bear interest at different rates and may otherwise vary as provided in the
Indenture. This New Mortgage Bond of the ___% Series is one of a series
designated as the "New Mortgage Bonds, ___% Series Due 2___" (the "New Mortgage
Bonds of the ___% Series") of the Company issued under and secured by the
Indenture and described in the supplemental indenture dated as of __________,
1995 (the "Supplemental Indenture dated as of __________, 1995"), between the
Company and the Trustee, supplemental to the Indenture.

[Insert Redemption Terms-if applicable]

To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any indenture supplemental
thereof, and of the rights and obligations of the Company and of the holders of
the Bonds may be made with the consent of the Company by an affirmative vote of
the holders of a majority in aggregate principal amount of the Bonds entitled to
vote then outstanding, at a meeting of the holders of the Bonds called and held
as provided in the Indenture, and by an affirmative vote of the holders of a
majority in aggregate principal amount of the Bonds of any series or any tranche
or tranches of any series entitled to vote then outstanding and affected by such
modification or alteration, in case one or more but less than all of the series
of Bonds or of any tranche or tranches of any series of Bonds then outstanding
under the Indenture are so affected; PROVIDED, HOWEVER, that no such
modification or alteration shall be made which will affect the terms of payment
of the principal of, or interest or premium, if any, on this Bond.

In case an Event of Default, as defined in the Indenture, shall occur,
the principal of all the New Mortgage Bonds of the ___% Series at any such time
outstanding under the Indenture may be declared or may become due and payable,
upon the conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that such declaration may be rescinded under
certain circumstances.

ARTICLE II
ISSUE OF NEW MORTGAGE BONDS OF THE ___% SERIES

Section 1. The Company hereby exercises the right to obtain the
authentication of $__________ principal amount of Bonds pursuant to the terms of
Section _____ of the Indenture.
All such Bonds shall be New Mortgage Bonds of the ___% Series.

Section 2. Such New Mortgage Bonds of the ___% Series may be
authenticated and delivered prior to the filing for recordation of this
Supplemental Indenture.

-4-

<PAGE>

ARTICLE III
REDEMPTION

[Insert Redemption Terms-if applicable] [New Mortgage Bonds of the ___%
Series shall not be redeemable at any time prior to maturity.]

ARTICLE IV
AMENDMENT OF ORIGINAL INDENTURE

Section 4.02(b)(i) of the Original Indenture is hereby amended by
deleting it in its entirety and by inserting in lieu thereof the following:

(i) Class "A" Bonds (A) maturing on such dates and in such
principal amounts that, at each Stated Maturity of the Bonds of such
series (or the Tranche thereof then to be authenticated and delivered)
that are to be authenticated and delivered pursuant to this Section
4.02 (which may be less than the entire amount of the series or Tranche
then to be issued), there shall mature Class "A" Bonds equal in
principal amount to the principal amount of the Bonds of such series or
Tranche so authenticated and delivered then to mature, and (B)
containing, in addition to any mandatory redemption provisions
applicable to all Class "A" Bonds Outstanding under the related Class
"A" Mortgage, mandatory redemption provisions correlative to the
provisions, if any, for the mandatory redemption (pursuant to a sinking
fund or otherwise) of the Bonds of such series or Tranche so
authenticated and delivered or for the redemption thereof at the option
of the Holder; it being expressly understood that such Class "A" Bonds
(1) may, but need not, bear interest, any such interest to be payable
at the same times as interest on the Bonds of such series or Tranche so
authenticated and delivered, (2) may, but need not, contain provisions
for the redemption thereof at the option of the Company, any such
redemption to be made at a redemption price or prices not less than the
principal amount thereof, and (3) shall be held by the Trustee in
accordance with Article Seven;

ARTICLE V
THE TRUSTEE

The Trustee hereby accepts the trusts hereby declared provided, and
agrees to perform the same upon the terms and conditions in the Indenture set
forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental
Indenture or the due execution hereof by the Company or for or in
respect of the recitals contained herein, all of which recitals are
made by the Company solely. In general, each and every term and
condition contained in Article Eleven of the Indenture shall apply to
this Supplemental Indenture with the same force and effect as if the
same were herein set forth in full, with such omissions, variations and
modifications thereof as may be appropriate to make the same conform to
this Supplemental Indenture.

-5-

<PAGE>

ARTICLE VI
MISCELLANEOUS PROVISIONS

This Supplemental Indenture may be simultaneously executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

IN WITNESS WHEREOF, said Northwestern Public Service Company has caused
this Indenture to be executed on its behalf by an Authorized Executive Officer
as defined in the Indenture, and its corporate seal to be hereto affixed and
said seal and this Indenture to be attested by an Authorized Executive Officer
as defined in the Indenture; and The Chase Manhattan Bank (National
Association), in evidence of its acceptance of the trust hereby created, has
caused this Indenture to be executed on its behalf by its President or one of
its Vice Presidents and its corporate seal to be hereto affixed and said seal
and this Indenture to be attested by its Secretary or one of its Assistant
Secretaries; all as of the _____ day of __________, 1995.

NORTHWESTERN PUBLIC SERVICE COMPANY

By
---------------------------------
VICE PRESIDENT

(CORPORATE SEAL)

ATTEST:

- --------------------------------
[ASSISTANT] SECRETARY
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)

By
---------------------------------
VICE PRESIDENT

(CORPORATE SEAL)

ATTEST:

- --------------------------------
ASSISTANT SECRETARY

-6-

<PAGE>

STATE OF SOUTH DAKOTA )
) SS
COUNTY OF BEADLE )

BE IT REMEMBERED, that on this _____th day of __________, 1995, before
me, ___________, a Notary Public within and for the County and State aforesaid,
personally came _________, Vice President, and __________, [Assistant] Corporate
Secretary of Northwestern Public Service Company, a Delaware corporation, who
are personally known to me to be such officers, and who are personally known to
me to be the same persons who executed as such officers the within instrument of
writing, and such persons duly acknowledged that they signed, sealed and
delivered the said instrument as their free and voluntary act as such Vice
President and [Assistant] Corporate Secretary, respectively, and as the free and
voluntary act of Northwestern Public Service Company for the uses and purposes
therein set forth.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.

(NOTARIAL SEAL)
----------------------------------
Notary Public
[NAME]
Notary Public, Beadle County, S.D.
My Commission expires __________, _____

<PAGE>

STATE OF NEW YORK )
) SS
COUNTY OF KINGS )

BE IT REMEMBERED, that on this _____th day of __________, 1995, before
me, ___________, a Notary Public within and for the County and State aforesaid,
personally came _________, Vice President, and __________, Assistant Secretary
of The Chase Manhattan Bank (National Association), a national banking
association, who are personally known to me to be such officers, and who are
personally known to me to be the same persons who executed as such officers the
within instrument of writing, and such persons duly acknowledged that they
signed, sealed and delivered the said instrument as their free and voluntary act
as such Vice President and Assistant Secretary, respectively, and as the free
and voluntary act of The Chase Manhattan Bank (National Association) for the
uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.

(NOTARIAL SEAL)
----------------------------------
Notary Public

Notary Public, State of New York
No.__________
Qualified in Kings County
Commission expires _________, ____

<PAGE>
DECLARATION OF TRUST
OF
NWPS CAPITAL FINANCING I

DECLARATION OF TRUST, dated as of June 19, 1995 (this "Declaration of
Trust"), among Northwestern Public Service Company, a Delaware corporation, as
Sponsor, and Merle D. Lewis, Richard R. Hylland, and Wilmington Trust Company, a
Delaware banking corporation, not in their individual capacities but solely as
trustees of the Trust, as defined below (collectively, the "Trustees"). The
Sponsor and the Trustees hereby agree as follows:

1. The trust created hereby shall be known as "NWPS Capital
Financing I" (the "Trust"), in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

2. The Sponsor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Sponsor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the benefit of the Sponsor. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 DEL. C. Section 3801 ET SEQ. (the
"Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
the form attached hereto.

3. The Sponsor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such amended and
restated Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect of the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

4. The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust (a) a Registration Statement on Form S-3 (the "1933 Act Registration
Statement"), including all pre-effective and post-effective amendments thereto,
relating to the registration of the Preferred Securities of the Trust under the
Securities Act of 1933, as amended, and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement"), including all pre-effective and post-
effective amendments thereto, relating to the registration of the Preferred
Securities of the Trust under Section 12(b) of the Securities Exchange Act of
1934, as amended; (ii) to file with the New York Stock Exchange and execute on
behalf of the Trust a listing application

<PAGE>

and all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred Securities
to be listed on the New York Stock Exchange; (iii) to file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable and (iv) to execute on
behalf of the Trust that certain Underwriting Agreement among the Trust, the
Sponsor and Morgan Stanley & Co., Incorporated, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event
that any filing referred to in clauses (i)-(iii) above is required by the rules
and regulations of the Commission, the New York Stock Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, Merle D. Lewis and Richard R. Hylland, in their capacities as Trustees
of the Trust, are hereby authorized and directed to join in any such filing and
to execute on behalf of the Trust any and all of the foregoing, it being
understood that Wilmington Trust Company, in its capacity as Trustee of the
Trust, shall not be required to join in any such filing or execute on behalf of
the Trust any such document unless required by the rules and regulations of the
Commission, the New York Stock Exchange or state securities or blue sky laws.
In connection with all of the foregoing, the Sponsor and each Trustee, solely in
its capacity as Trustee of the Trust, hereby constitutes and appoints Merle D.
Lewis, as his or its, as the case may be, true and lawful attorney-in-fact, and
agent, with full power of substitution and resubstitution, for the Sponsor or
such Trustee or in the Sponsor's or such Trustee's name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments, to the 1933 Act Registration Statement and the 1934 Act Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as the Sponsor or such Trustee might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, shall do or cause to be done by virtue
hereof.

5. This Declaration of Trust may be executed in one or more
counterparts.

6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase or
decrease the number of Trustees; provided, however, that the number of Trustees
shall in no event be less than three (3); and provided, further that to the
extent required by the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity which has its principal place of business in the State of Delaware.
Subject to the foregoing, the Sponsor is entitled to appoint or remove without
cause any Trustee at any time. The Trustees may resign upon thirty (30) days
prior notice to the Sponsor.

2
<PAGE>

7. Notwithstanding any other provision of this Declaration of Trust,
Wilmington Trust Company, in its capacity as Trustee of the Trust, shall not be
entitled to exercise any of the powers, nor shall Wilmington Trust Company, in
its capacity as Trustee of the Trust, have any duties and responsibilities of
the other Trustees described in this Declaration of Trust. Wilmington Trust
Company, in its capacity as Trustee of the Trust, shall be a Trustee for the
sole and limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.

8. No Trustee, any affiliate of any Trustee or any officers,
directors, shareholders, members, partners, employees, representatives or agents
of any Trustee or any employee or agent of the Trust or its affiliates (each, an
"Indemnified Person" and collectively, the "Indemnified Persons"), shall be
liable, responsible or accountable, in damages or otherwise, to the Trust or any
other Indemnified Person for any loss, damage or claim incurred by reason of any
act or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
this Declaration of Trust or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such Indemnified
Person's gross negligence or wilful misconduct with respect to such acts or
omissions.

9. To the fullest extent permitted by applicable law, the Sponsor
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage or claim incurred by such Indemnified Person by reason of any act
or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
this Declaration of Trust, except that no Indemnified Person shall be entitled
to be indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of gross negligence or wilful misconduct with
respect to such acts or omissions.

10. To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Indemnified Person in defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by the
Sponsor prior to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Sponsor of an undertaking by or on behalf of the
Indemnified Person to repay such amount if it shall be determined that the
Indemnified Person is not entitled to be indemnified as authorized in Section 9.

11. Wilmington Trust Company may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust, the
Sponsor and the other Trustees shall have no rights by virtue of this
Declaration of Trust in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture,

3
<PAGE>

even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. Wilmington Trust Company shall not be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and Wilmington Trust Company shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Wilmington Trust Company may engage
or be interested in any financial or other transactions with the Sponsor or any
affiliate of the Sponsor, or may act on any committee or body of holders of
securities or other obligations of the Sponsor or its affiliates.

12. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).

4
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

Northwestern Public Service Company,
as Sponsor

By: _________________________________
Name:
Title:

Wilmington Trust Company,
not in its individual capacity
but solely as Trustee

By: __________________________________
Name:
Title:

______________________________________
Merle D. Lewis,
not in his individual capacity
but solely as Trustee

_______________________________________
Richard R. Hylland,
not in his individual capacity
but solely as Trustee

<PAGE>
DECLARATION OF TRUST
OF
NWPS CAPITAL FINANCING II

1. The trust created hereby shall be known as "NWPS Capital
Financing II" (the "Trust"), in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

<PAGE>

with the New York Stock Exchange and execute on behalf of the Trust a listing
application and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the New York Stock Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable and (iv) to execute on behalf of the Trust that certain Underwriting
Agreement among the Trust, the Sponsor and Morgan Stanley & Co., Incorporated,
substantially in the form included as an exhibit to the 1933 Act Registration
Statement. In the event that any filing referred to in clauses (i)-(iii) above
is required by the rules and regulations of the Commission, the New York Stock
Exchange or state securities or blue sky laws, to be executed on behalf of the
Trust by the Trustees, Merle D. Lewis and Richard R. Hylland, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that Wilmington Trust Company, in its capacity as
Trustee of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the rules
and regulations of the Commission, the New York Stock Exchange or state
securities or blue sky laws. In connection with all of the foregoing, the
Sponsor and each Trustee, solely in its capacity as Trustee of the Trust, hereby
constitutes and appoints Merle D. Lewis, as his or its, as the case may be, true
and lawful attorney-in-fact, and agent, with full power of substitution and
resubstitution, for the Sponsor or such Trustee or in the Sponsor's or such
Trustee's name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to the 1933 Act Registration
Statement and the 1934 Act Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Sponsor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, shall do or cause to be done by virtue hereof.

5. This Declaration of Trust may be executed in one or more
counterparts.

2
<PAGE>

3
<PAGE>

12. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).

4
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

Northwestern Public Service Company,
as Sponsor

By:____________________________________
Name:
Title:

Wilmington Trust Company,
not in its individual capacity
but solely as Trustee

By:____________________________________
Name:
Title:

_______________________________________
Merle D. Lewis,
not in his individual capacity
but solely as Trustee

_______________________________________
Richard R. Hylland,
not in his individual capacity
but solely as Trustee

<PAGE>
DECLARATION OF TRUST
OF
NWPS CAPITAL FINANCING III

1. The trust created hereby shall be known as "NWPS Capital
Financing III" (the "Trust"), in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

<PAGE>

5. This Declaration of Trust may be executed in one or more
counterparts.

2
<PAGE>

3
<PAGE>

12. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).

4
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

Northwestern Public Service Company,
as Sponsor

By:_____________________________________
Name:
Title:

Wilmington Trust Company,
not in its individual capacity
but solely as Trustee

By:____________________________________
Name:
Title:

_______________________________________
Merle D. Lewis,
not in his individual capacity
but solely as Trustee

_______________________________________
Richard R. Hylland,
not in his individual capacity
but solely as Trustee

<PAGE>
CERTIFICATE OF TRUST
OF
NWPS CAPITAL FINANCING I

This Certificate of Trust of NWPS Capital Financing I (the "Trust"),
dated June 19, 1995, is being duly executed and filed by the undersigned, as
sole trustees of the Trust, to form a business trust under the Delaware Business
Trust Act (12 DEL. C. Section 3801 ET SEQ.).

1. NAME. The name of the business trust being formed hereby is NWPS Capital
Financing I.

2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust which has its principal place of business in the State of Delaware
are:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of its
filing.

IN WITNESS WHEREOF, the undersigned, being the sole trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

By:____________________________________
Merle D. Lewis, as Trustee

By:____________________________________
Richard R. Hylland, as Trustee

Wilmington Trust Company, as Trustee

By:____________________________________
Name:
Title:

<PAGE>

CERTIFICATE OF TRUST
OF
NWPS CAPITAL FINANCING II

This Certificate of Trust of NWPS Capital Financing II (the "Trust"),
dated June 19, 1995, is being duly executed and filed by the undersigned, as
sole trustees of the Trust, to form a business trust under the Delaware Business
Trust Act (12 DEL. C. Section 3801 ET SEQ.).

1. NAME. The name of the business trust being formed hereby is NWPS Capital
Financing II.

2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust which has its principal place of business in the State of Delaware
are:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of its
filing.

IN WITNESS WHEREOF, the undersigned, being the sole trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

By:____________________________________
Merle D. Lewis, as Trustee

By:____________________________________
Richard R. Hylland, as Trustee

Wilmington Trust Company, as Trustee

By:____________________________________
Name:
Title:

<PAGE>
CERTIFICATE OF TRUST
OF
NWPS CAPITAL FINANCING III

This Certificate of Trust of NWPS Capital Financing III (the "Trust"),
dated June 19, 1995, is being duly executed and filed by the undersigned, as
sole trustees of the Trust, to form a business trust under the Delaware Business
Trust Act (12 DEL. C. Section 3801 ET SEQ.).

1. NAME. The name of the business trust being formed hereby is NWPS Capital
Financing III.

2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust which has its principal place of business in the State of Delaware
are:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of its
filing.

IN WITNESS WHEREOF, the undersigned, being the sole trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

By:____________________________________
Merle D. Lewis, as Trustee

By:____________________________________
Richard R. Hylland, as Trustee

Wilmington Trust Company, as Trustee

By:____________________________________
Name:
Title:

<PAGE>

Exhibit 4(a)(26)

FORM
OF
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
NWPS CAPITAL FINANCING I

AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of _______________, 1995, by the undersigned trustees (together
with all other Persons from time to time duly appointed and serving as trustees
in accordance with the provisions of this Declaration, the "Trustees"),
Northwestern Public Service Company, a Delaware corporation, as trust sponsor
(the "Sponsor"), and by the holders, from time to time, of undivided beneficial
interests in the assets of the Trust to be issued pursuant to this Declaration;

WHEREAS, the Trustees and the Sponsor established a trust (the "Trust") under
the Delaware Business Trust Act (the "Business Trust Act") pursuant to a
Declaration of Trust dated as of June 19, 1995 (the "Original Declaration"), and
a Certificate of Trust filed with the Secretary of State of the State of
Delaware on June 19, 1995 for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in certain Debentures (as defined
herein) of the Debenture Issuer (as defined herein).

WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend and
restate each and every term and provision of the Original Declaration; and

NOW, THEREFORE, it being the intention of the parties hereto to continue the
Trust as a business trust under the Business Trust Act and that this Declaration
constitute the governing instrument of such business trust, the Trustees declare
that all assets contributed to the Trust will be held in trust for the benefit
of the holders, from time to time, of the securities representing undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration.

ARTICLE I
INTERPRETATION AND DEFINITIONS

SECTION 1.1 DEFINITIONS.

(a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this
Section 1.1;

(b) a term defined anywhere in this Declaration has the same meaning
throughout;

<PAGE>

(c) all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to
time;

(d) all references in this Declaration to Articles and Sections and
Exhibits are to Articles and Sections of and Exhibits to this
Declaration unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

(f) a reference to the singular includes the plural and vice versa.

"Affiliate" has the same meaning as given to that term in Rule 405 promulgated
under of the Securities Act or any successor rule thereunder.

"Appointment Event" means an event defined in the terms of the Securities, as
set forth in Exhibit A, which entitles the Holders of a Majority in liquidation
amount of the Preferred Securities to appoint a Special Regular Trustee.

"Authorized Officer" of a Person means any Person that is authorized to bind
such Person.

"Book Entry Interest" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.

"Business Day" means any day other than Saturday, Sunday or any other day on
which banking institutions in New York, New York are authorized or required by
applicable law to close.

"Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

"Certificate" means a Common Security Certificate or a Preferred Security
Certificate.

"Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Preferred Securities and in whose name or in the name of a nominee of that
organization, shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the Preferred Securities.

"Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Clearing Agency
effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

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<PAGE>

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or
any successor legislation.

"Commission" means the Securities and Exchange Commission.

"Common Security" has the meaning specified in Section 7.1.

"Common Securities Guarantee" means the guarantee agreement to be dated as of
__________, 1995 of the Sponsor in respect of the Common Securities.

"Common Security Certificate" means a definitive certificate in fully registered
form representing a Common Security substantially in the form of Annex II to
Exhibit A.

"Covered Person" means: (a) any officer, director, shareholder, partner, member,
representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

"Debenture Issuer" means Northwestern Public Service Company in its capacity as
issuer of the Debentures.

"Debenture Trustee" means The Chase Manhattan Bank (N.A.), as trustee under the
Indenture, until a successor is appointed thereunder, and thereafter means such
successor trustee.

"Debentures" means the series of Debentures entitled "___% Junior Subordinated
Debentures due ____" to be issued to the Property Trustee by the Debenture
Issuer under the Indenture, a specimen certificate of which is attached as
Exhibit B.

"Delaware Trustee" has the meaning set forth in Section 5.2.

"Definitive Preferred Security Certificates" has the meaning set forth in
Section 9.4.

"Direction" by a Person means a written direction signed:

(a) if the Person is a natural person, by that Person; or

(b) in any other case, in the name of such Person by one or more
Authorized Officers of that Person.

"Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

"DTC" means The Depository Trust Company, the initial Clearing Agency.

-3-
<PAGE>

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time, or any successor legislation.

"Event of Default" in respect of the Securities means an Event of Default (as
defined in the Indenture) has occurred and is continuing in respect of the
Debentures.

"Global Certificate" has the meaning set forth in Section 9.4.

"Holder" means a Person in whose name a Certificate representing a Security is
registered, such Person being a beneficial owner within the meaning of the
Business Trust Act.

"Indemnified Person" means any Trustee, any Affiliate of any Trustee, or any
officers, directors, shareholders, members, partners, employees, representatives
or agents of any Trustee, or any employee or agent of the Trust or its
Affiliates.

"Indenture" means the Indenture dated as of __________, 1995, between the
Debenture Issuer and The Chase Manhattan Bank (N.A.), as trustee, and the
indenture supplemental thereto pursuant to which the Debentures are to be
issued.

"Investment Company" means an investment company as defined in the Investment
Company Act.

"Investment Company Act" means the Investment Company Act of 1940, as amended
from time to time, or any successor legislation.

"Investment Company Event" means that the Regular Trustees shall have received
an opinion of nationally recognized independent counsel experienced in practice
under the Investment Company Act, that as a result of the occurrence of a change
in law or regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law"), the Trust is or will be
considered an "investment company" which is required to be registered under the
1940 Act, which Change in 1940 Act Law becomes effective on or after the date of
the Prospectus Supplement relating to the Debentures. In case of any
uncertainty regarding an Investment Company Event, the good faith determination
of the Regular Trustees, based on the advice of counsel, shall be conclusive.

"Legal Action" has the meaning set forth in Section 3.6(g).

"List of Holders" has the meaning set forth in Section 2.2.

"Majority in liquidation amount of the Securities" means, except as provided in
the terms of the Securities and by the Trust Indenture Act, a vote by Holder(s)
of Securities voting together as a single class or, as the context may require,
a vote by Holder(s) of Preferred Securities or Holder(s) of Common Securities
voting separately as a class, representing a majority of the liquidation amount
(including the stated amount that would be paid on

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<PAGE>

redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all Securities of
such class.

"Ministerial Action" has the meaning set forth in the terms of the Securities as
set forth in Exhibit A.

"Officers' Certificate" means, with respect to any Person, a certificate signed
by two Authorized Officers of such Person. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Declaration shall include:

(a) a statement that each officer signing the Certificate has read the
covenant or condition and the definition relating thereto;

(b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the
Certificate;

(c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable
such officer to express an informed opinion as to whether or not
such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

"Paying Agent" has the meaning specified in Section 3.8(h).

"Person" means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated association, or government or any agency or
political subdivision thereof, or any other entity of whatever nature.

"Preferred Securities Guarantee" means the guarantee agreement to be dated as of
__________, 1995, of the Sponsor in respect of the Preferred Securities.

"Preferred Security" has the meaning specified in Section 7.1.

"Preferred Security Beneficial Owner" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

"Preferred Security Certificate" means a certificate representing a Preferred
Security substantially in the form of Annex I to Exhibit A.

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<PAGE>

"Pricing Agreement" means the pricing agreement between the Trust, the Debenture
Issuer, and the underwriters designated by the Regular Trustees with respect to
the offer and sale of the Preferred Securities.

"Property Trustee" means the Trustee meeting the eligibility requirements set
forth in Section 5.3.

"Property Trustee Account" has the meaning set forth in Section 3.8(c).

"Quorum" means a majority of the Regular Trustees or, if there are only two
Regular Trustees, both of them.

"Regular Trustee" means any Trustee other than the Property Trustee and the
Delaware Trustee.

"Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

"Responsible Officer" means, with respect to the Property Trustee, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer in the Corporate Trust Department
of the Property Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

"Rule 3a-7" means Rule 3a-7 promulgated under the Investment Company Act or any
successor rule thereunder.

"Securities" means the Common Securities and the Preferred Securities.

"Securities Act" means the Securities Act of 1933, as amended from time to time,
or any successor legislation.

"66-2/3% in liquidation amount of the Securities" means, except as provided in
the terms of the Preferred Securities and by the Trust Indenture Act, a vote by
Holder(s) of Securities voting together as a single class or, as the context may
require, a vote by Holder(s) of Preferred Securities or Holder(s) of Common
Securities voting separately as a class, representing 66 2/3% of the liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all Securities of such class.

"Special Event" means an Investment Company Event or a Tax Event.

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<PAGE>

"Special Regular Trustee" means a Regular Trustee appointed by the Holders of a
Majority in liquidation amount of the Preferred Securities in accordance with
Section 5.6(a)(ii)(B).

"Sponsor" means Northwestern Public Service Company, a Delaware corporation, or
any successor entity in a merger, consolidation or amalgamation, in its capacity
as sponsor of the Trust.

"Successor Entity" has the meaning set forth in Section 3.15.

"Successor Securities" has the meaning set forth in Section 3.15.

"Super Majority" has the meaning set forth in Section 5(b) of the terms of
Securities, as set forth in Exhibit A.

"Tax Event" means that the Regular Trustees shall have received an opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, (b) any amendment to or change in an interpretation or application of
any such laws or regulations by any legislative body, court, governmental agency
or regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or after the
date of the Prospectus Supplement relating to the Debentures), (c) any
interpretation or pronouncement that provides for a position with respect to
such laws or regulations that differs from the theretofore generally accepted
position, or (d) any action taken by any governmental agency or regulatory
authority, which amendment or change is enacted, promulgated or effective, or
which interpretation or pronouncement is issued or announced, or which action is
taken, in each case on or after the date of the Prospectus Supplement relating
to the Debentures, there is more than an insubstantial risk that (i) the Trust
is or will be subject to United States federal income tax with respect to income
accrued or received on the Debentures, (ii) interest payable to the Trust on the
Debentures is not or will not be deductible by the Debenture Issuer for United
States federal income tax purposes or (iii) the Trust is or will be subject to
more than a de minimis amount of other taxes, duties or other governmental
charges.

"10% in liquidation amount of the Securities" means, except as provided in the
terms of the Preferred Securities and by the Trust Indenture Act, the vote by
Holder(s) of Securities voting together as a single class or, as the context may
require, the vote by Holder(s) of Preferred Securities or Holder(s) of Common
Securities, voting separately as a class, representing 10% of the liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all Securities of such class.

-7-
<PAGE>

"Treasury Regulations" means the income tax regulations, including temporary and
proposed regulations, promulgated under the Code by the United States Treasury,
as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

"Trustee" or "Trustees" means each Person who has signed this Declaration as a
trustee, so long as such Person shall continue in office in accordance with the
terms hereof, and all other Persons who may from time to time be duly appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
references herein to a Trustee or the Trustees shall refer to such Person or
Persons solely in their capacity as trustees hereunder.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended from
time to time, or any successor legislation.

"Underwriting Agreement" means the Underwriting Agreement for the offering and
sale of Preferred Securities in the form of Exhibit C.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

(a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration and shall, to
the extent applicable, be governed by such provisions;

(b) the Property Trustee shall be the only Trustee which is a Trustee
for the purposes of the Trust Indenture Act;

(c) if and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to
317, inclusive, of the Trust Indenture Act, such imposed duties
shall control; and

(d) the application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Securities as equity securities
representing undivided beneficial interests in the assets of the
Trust.

SECTION 2.2 LISTS OF HOLDERS OF SECURITIES.

(a) Each of the Sponsor, the Debenture Issuer and the Regular Trustees
on behalf of the Trust shall provide the Property Trustee (i) within
14 days after each record date for payment of Distributions, a list,
in such form as the Property Trustee may reasonably require, of the
names and addresses of the

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<PAGE>

Holders of the Securities ("List of Holders") as of such record
date, provided that none of the Sponsor, the Debenture Issuer or the
Regular Trustees on behalf of the Trust shall be obligated to
provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the
Property Trustee by the Sponsor, the Debenture Issuer and the
Regular Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a
List of Holders as of a date no more than 14 days before such List
of Holders is given to the Property Trustee. The Property Trustee
shall preserve, in as current a form as is reasonably practicable,
all information contained in Lists of Holders given to it or which
it receives in the capacity as Paying Agent (if acting in such
capacity) provided that the Property Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

(b) The Property Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3 REPORTS BY THE PROPERTY TRUSTEE.

Within 60 days after May 15 of each year, the Property Trustee shall provide to
the Holders of the Preferred Securities such reports as are required by Section
313 of the Trust Indenture Act, if any, in the form and in the manner provided
by Section 313 of the Trust Indenture Act. The Property Trustee shall also
comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4 PERIODIC REPORTS TO PROPERTY TRUSTEE.

Each of the Sponsor, the Debenture Issuer and the Regular Trustees on behalf of
the Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

Each of the Sponsor, the Debenture Issuer and the Regular Trustees on behalf of
the Trust shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Declaration that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6 EVENTS OF DEFAULT; WAIVER.

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(a) The Holders of a Majority in liquidation amount of the Preferred
Securities may, by vote, on behalf of the Holders of all of the
Preferred Securities, waive any past Event of Default in respect of
the Preferred Securities and its consequences, provided that, if the
Event of Default arises out of an Event of Default under the
Indenture:

(i) which is not waivable under the Indenture, the Event of
Default under the Declaration shall also not be waivable; or

(ii) which requires the consent or vote of all or a Super Majority
of the holders of the Debentures to be waived under the
Indenture, the Event of Default under the Declaration may only
be waived by the vote of all of the Holders of the Preferred
Securities or such proportion thereof in liquidation amount as
represents the relevant Super Majority of the aggregate
principal amount of the Preferred Securities outstanding.

Upon such waiver, any such default shall cease to exist, and
any Event of Default with respect to the Preferred Securities
arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or an Event of
Default with respect to the Preferred Securities or impair any
right consequent thereon. Any waiver by the Holders of the
Preferred Securities of an Event of Default with respect to
the Preferred Securities shall also be deemed to constitute a
waiver by the Holders of the Common Securities of any such
Event of Default with respect to the Common Securities for all
purposes of this Declaration without any further act, vote, or
consent of the Holders of the Common Securities.

(b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the
Common Securities, waive any past Event of Default with respect to
the Common Securities and its consequences, provided that, if the
Event of Default arises out of an Event of Default under the
Indenture:

(i) which is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have waived
such Event of Default under the Declaration as provided below
in this Section 2.6(b), the Event of Default under the
Declaration is not waivable; or

(ii) which requires the consent or vote of a Super Majority to be
waived, except where the Holders of the Common Securities are
deemed to have waived such Event of Default under the
Declaration as provided below in this Section 2.6(b), the
Events of Default under the

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Declaration may only be waived by the vote of the Holders of
at least the proportion in liquidation amount of the Preferred
Securities as represents the relevant Super Majority of the
aggregate principal amount of the Debentures outstanding;
provided that, each Holder of Common Securities will be deemed
to have waived any such Event of Default and all Events of
Default with respect to the Common Securities and its
consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so
cured, waived or otherwise eliminated, the Property Trustee
will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred
Securities will have the right to direct the Property Trustee
in accordance with the terms of the Securities. Subject to
the foregoing provisions of this Section 2.6(b), upon such
waiver, any such default shall cease to exist and any Event of
Default with respect to the Common Securities arising
therefrom shall be deemed to have been cured, for every
purpose of this Declaration, but no such waiver shall extend
to any subsequent or other default or Event of Default with
respect to the Common Securities or impair any right
consequent thereon.

(c) A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the
Preferred Securities, constitutes a waiver of the
corresponding Event of Default under this Declaration.

SECTION 2.7 EVENT OF DEFAULT; NOTICE.

(a) The Property Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first
class postage prepaid, to the Holders of the Securities,
notices of all defaults with respect to the Securities known
to the Property Trustee, unless such defaults have been cured
before the giving of such notice (the term "defaults" for the
purposes of this Section 2.7(a) being hereby defined to be an
Event of Default as defined in the Indenture, not including
any periods of grace provided for therein and irrespective of
the giving of any notice provided therein; provided that,
except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures or in
the payment of any sinking fund installment established for
the Debentures, the Property Trustee shall be protected in
withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Property Trustee
in good faith determines that the

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withholding of such notice is in the interests of the Holders
of the Securities.

(b) The Property Trustee shall not be deemed to have knowledge of
any default except:

(i) a default under Sections 6.01(a)(1) and 6.01(a)(2) of
the Indenture; or

(ii) any default as to which the Property Trustee shall have
received written notice or a Responsible Officer charged
with the administration of the Declaration shall have
obtained written notice of.

ARTICLE III
ORGANIZATION

SECTION 3.1 NAME.

The Trust is named "NWPS Capital Financing I", as such name may be modified from
time to time by the Regular Trustees following written notice to the Holders of
Securities. The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Regular Trustees.

SECTION 3.2 OFFICE.

The address of the principal office of the Trust is c/o Northwestern Public
Service Company, 33 Third Street, S.E., Huron, South Dakota 57350. On ten
Business Days written notice to the Holders of Securities, the Regular Trustees
may designate another principal office. The name of the registered agent and
office of the Trust in the State of Delaware is Wilmington Trust Company, Rodney
Square North, 1100 Market Street, Wilmington, Delaware 19890. At any time, the
Regular Trustees may designate another registered agent and/or office.

SECTION 3.3 PURPOSE.

The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities and use the proceeds from such sale to acquire the Debentures, and
(b) except as otherwise limited herein, to engage in only those other activities
necessary or incidental thereto. The Trust shall not borrow money, issue debt
or reinvest proceeds derived from investments, pledge any of its assets, or
otherwise undertake (or permit to be undertaken) any activity that would (i)
cause the Trust not to be classified for United States federal income tax
purposes as a

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grantor trust or (ii) cause each Holder of Securities not to be treated as
owning an undivided beneficial interest in the Debentures at any time the
Securities are outstanding.

SECTION 3.4 AUTHORITY.

Subject to the limitations provided in this Declaration and to the specific
duties of the Property Trustee, the Regular Trustees shall have exclusive and
complete authority to carry out the purposes of the Trust. An action taken by
the Regular Trustees in accordance with their powers shall constitute the act of
and serve to bind the Trust and an action taken by the Property Trustee in
accordance with its powers shall constitute the act of and serve to bind the
Trust. In dealing with the Trustees acting on behalf of the Trust, no Person
shall be required to inquire into the authority of the Trustees to bind the
Trust. Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Trustees as set forth in this Declaration.

SECTION 3.5 TITLE TO PROPERTY OF THE TRUST.

Except as provided in Section 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. The Holders
shall not have legal title to any part of the assets of the Trust, but shall
have an undivided beneficial interest in the assets of the Trust.

SECTION 3.6 POWERS AND DUTIES OF THE REGULAR TRUSTEES.

Subject to Section 4.2, the Regular Trustees shall have the exclusive power,
duty and authority to cause the Trust to engage in the following activities:

(a) to issue and sell the Preferred Securities and the Common Securities
in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and
no more than one series of Common Securities, and, provided further,
that there shall be no interests in the Trust other than the
Securities, and the issuance of Securities shall be limited to a
one-time, simultaneous issuance of both Preferred Securities and
Common Securities;

(b) in connection with the issue and sale of the Preferred Securities,
to:

(i) execute and file with the Commission the registration
statement on Form S-3 prepared by the Sponsor, including any
amendments thereto, pertaining to the Preferred Securities;

(ii) execute and file any documents prepared by the Sponsor, or
take any acts as determined by the Sponsor to be necessary in
order to qualify or register all or part of the Preferred
Securities in any State in which

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<PAGE>

the Sponsor has determined to qualify or register such
Preferred Securities for sale;

(iii) execute and file an application, prepared by the Sponsor, to
the New York Stock Exchange or any other national stock
exchange or the Nasdaq National Market for listing upon notice
of issuance of any Preferred Securities;

(iv) execute and file with the Commission a registration statement
on Form 8-A, including any amendments thereto, prepared by the
Sponsor relating to the registration of the Preferred
Securities under Section 12(b) of the Exchange Act; and

(v) execute and enter into the Underwriting Agreement and Pricing
Agreement providing for the sale of the Preferred Securities;

(c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however,
that the Regular Trustees shall cause legal title to the Debentures
to be held of record in the name of the Property Trustee for the
benefit of the Holders of the Preferred Securities and the Holders
or Common Securities;

(d) to give the Debenture Issuer, the Sponsor and the Property Trustee
prompt written notice of the occurrence of a Tax Event; provided
that the Regular Trustees shall consult with the Debenture Issuer,
the Sponsor and the Property Trustee before taking or refraining
from taking any Ministerial Action in relation to a Tax Event;

(e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and
with respect to, for the purposes of Section 316(c) of the Trust
Indenture Act, Distributions, voting rights, redemptions and
exchanges, and to issue relevant notices to the Holders of Preferred
Securities and Holders of Common Securities as to such actions and
applicable record dates;

(f) to take all actions and perform such duties as may be required of
the Regular Trustees pursuant to the terms of the Securities;

(g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against
the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the
Property Trustee has the exclusive power to bring such Legal Action;

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(h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors,
advisors, and consultants and pay reasonable compensation for such
services;

(i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

(j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be
executed by any Regular Trustee;

(k) to incur expenses which are necessary or incidental to carry out any
of the purposes of the Trust;

(l) to act as, or appoint another Person to act as registrar and
transfer agent for the Securities;

(m) to give prompt written notice to the Holders of the Securities of
any notice received from the Debenture Issuer of its election (i) to
defer payments of interest on the Debentures by extending the
interest payment period under the Indenture, or (ii) to extend the
scheduled maturity date on the Debentures;

(n) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing;

(o) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence,
rights, franchises and privileges as a statutory business trust
under the laws of the State of Delaware and of each other
jurisdiction in which such existence is necessary to protect the
limited liability of the Holders of the Securities or to enable the
Trust to effect the purposes for which the Trust was created;

(p) to take any action, not inconsistent with this Declaration or with
applicable law, that the Regular Trustees determine in their
discretion to be necessary or desirable in carrying out the
activities of the Trust as set out in this Section 3.6, including,
but not limited to:

(i) causing the Trust not to be deemed to be an Investment Company
required to be registered under the Investment Company Act;

(ii) causing the Trust not to be characterized for United States
federal income tax purposes as an association taxable as a
corporation or a

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<PAGE>

partnership but for each Holder of Securities to be treated as
owning an undivided beneficial interest in the Debentures; and

(iii) cooperating with the Debenture Issuer to ensure that the
Debentures will be treated as indebtedness of the Debenture
Issuer for United States federal income tax purposes, provided
that such action does not adversely affect the interests of
Holders; and

(q) to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Regular Trustees,
on behalf of the Trust.

The Regular Trustees must exercise the powers set forth in this Section 3.6 in a
manner that is consistent with the purposes and functions of the Trust set out
in Section 3.3, and the Regular Trustees shall not take any action that is
inconsistent with the purposes and functions of the Trust set forth in Section
3.3.

Subject to this Section 3.6, the Regular Trustees shall have none of the powers
or the authority of the Property Trustee set forth in Section 3.8.

SECTION 3.7 PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

(a) The Trust shall not, and the Trustees (including the Property
Trustee) shall not engage in any activity other than as required or
authorized by this Declaration. In particular, the Trust shall not
and the Trustees (including the Property Trustee) shall not:

(i) invest any proceeds received by the Trust from holding the
Debentures but shall distribute all such proceeds to Holders
of Securities pursuant to the terms of this Declaration and of
the Securities;

(ii) acquire any assets other than as expressly provided herein;

(iii) possess Trust property for other than a Trust purpose;

(iv) make any loans or incur any indebtedness other than loans
represented by the Debentures;

(v) possess any power or otherwise act in such a way as to vary
the Trust assets or the terms of the Securities in any way
whatsoever;

(vi) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than
the Securities; or

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(vii) (A) direct the time, method and place of exercising any trust
or power conferred upon the Debenture Trustee with respect to
the Debentures, (B) waive any past default that is waivable
under Section 513 of the Indenture, (C) exercise any right to
rescind or annul any declaration that the principal of all the
Debentures shall be due and payable or (D) consent to any
amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, unless the
Trust shall have received an opinion of counsel to the effect
that such modification will not cause more than an
insubstantial risk that for United States federal income tax
purposes the Trust will be characterized as an association
taxable as a corporation or a partnership and that each Holder
of Securities will not be treated as owning an undivided
beneficial interest in the Debentures.

SECTION 3.8 POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

(a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit
of the Holders of the Securities. The right, title and interest of
the Property Trustee to the Debentures shall vest automatically in
each Person who may hereafter be appointed as Property Trustee in
accordance with Section 5.6. Such vesting and cessation of title
shall be effective whether or not conveyancing documents with regard
to the Debentures have been executed and delivered;

(b) the Property Trustee shall not transfer its right, title and
interest in the Debentures to the Regular Trustees or to the
Delaware Trustee (if the Property Trustee does not also act as
Delaware Trustee);

(i) establish and maintain a segregated non-interest bearing trust
account (the "Property Trustee Account") in the name of and
under the exclusive control of the Property Trustee on behalf
of the Holders of the Securities and, upon the receipt of
payments of funds made in respect of the Debentures held by
the Property Trustee, deposit such funds into the Property
Trustee Account and make payments to the Holders of the
Preferred Securities and Holders of the Common Securities from
the Property Trustee Account in accordance with Section 6.1.
Funds in the Property Trustee Account shall be held uninvested
until disbursed in accordance with this Declaration. The
Property Trustee Account shall be an account that is
maintained with a banking institution the rating on whose long
term unsecured indebtedness is at least equal to the rating
assigned to the Preferred Securities by a "nationally
recognized statistical rating organization", as

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<PAGE>

that term is defined for purposes of Rule 436(g)(2) under the
Securities Act;

(ii) engage in such ministerial activities as shall be necessary or
appropriate to effect the redemption of the Preferred
Securities and the Common Securities to the extent the
Debentures are redeemed or mature; and

(iii) upon notice of distribution issued by the Regular Trustees in
accordance with the terms of the Preferred Securities and the
Common Securities, engage in such ministerial activities as
shall be necessary or appropriate to effect the distribution
of the Debentures to Holders of Securities upon the occurrence
of certain special events (as may be defined in the terms of
the Securities) arising from a change in law or a change in
legal interpretation or other specified circumstances pursuant
to the terms of the Securities;

(d) the Property Trustee shall take all actions and perform such duties
as may be specifically required of the Property Trustee pursuant to
the terms of the Securities;

(e) the Property Trustee shall take any Legal Action which arises out of
or in connection with an Event of Default or the Property Trustee's
duties and obligations under this Declaration or the Trust Indenture
Act;

(f) the Property Trustee shall not resign as a Trustee unless either:

(i) the Trust has been completely liquidated and the proceeds of
the liquidation distributed to the Holders of Securities
pursuant to the terms of the Securities; or

(ii) a Successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.6;

(g) the Property Trustee shall have the legal power to exercise all of
the rights, powers and privileges of a holder of Debentures under
the Indenture and, if an Event of Default occurs and is continuing,
the Property Trustee shall, for the benefit of Holders of the
Securities, enforce its rights as holder of the Debentures subject
to the rights of the Holders pursuant to the terms of such
Securities;

(h) the Property Trustee may authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all
securities and any such Paying Agent

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shall comply with Section 317(b) of the Trust Indenture Act. Any
Paying Agent may be removed by the Property Trustee at any time and
a successor Paying Agent or additional Paying Agents may be
appointed at any time by the Property Trustee; and

(i) subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Regular
Trustees set forth in Section 3.6;

The Property Trustee must exercise the powers set forth in this Section
3.8 in a manner which is consistent with the purposes and functions of the
Trust set out in Section 3.3, and the Property Trustee shall not take any
action which is inconsistent with the purposes and functions of the Trust
set out in Section 3.3.

SECTION 3.9 CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

(a) The Property Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may
have occurred, shall undertake to perform only such duties as are
specifically set forth in this Declaration and no implied covenants
shall be read into this Declaration against the Property Trustee.
In case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6), the Property Trustee shall exercise
such of the rights and powers vested in it by this Declaration, and
use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs;

(b) no provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except
that:

(i) prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default that may have
occurred:

(A) the duties and obligations of the Property Trustee shall
be determined solely by the express provisions of this
Declaration and the Property Trustee shall not be liable
except for the performance of such duties and
obligations as are specifically set forth in this
Declaration, and no implied covenants or obligations
shall be read into this Declaration against the Property
Trustee; and

(B) in the absence of bad faith on the part of the Property
Trustee, the Property Trustee may conclusively rely, as
to the truth of

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the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions
furnished to the Property Trustee and conforming to the
requirements of this Declaration; but in the case of any
such certificates or opinions that by any provision
hereof are specifically required to be furnished to the
Property Trustee, the Property Trustee shall be under a
duty to examine the same to determine whether or not
they conform to the requirements of this Declaration;

(ii) the Property Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the
Property Trustee, unless it shall be proved that the Property
Trustee was negligent in ascertaining the pertinent facts;

(iii) the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than
a Majority in liquidation amount of the Securities at the time
outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the
Property Trustee, or exercising any trust or power conferred
upon the Property Trustee under this Declaration;

(iv) no provision of this Declaration shall require the Property
Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if
it shall have reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured
to it under the terms of this Declaration or adequate
indemnity against such risk or liability is not reasonably
assured to it;

(v) the Property Trustee's sole duty with respect to the custody,
safe keeping and physical preservation of the Debentures and
the Property Trustee Account shall be to deal with such
property in a similar manner as the Property Trustee deals
with similar property for its own account, subject to the
protections and limitations on liability afforded to the
Property Trustee under this Declaration, the Trust Indenture
Act and Rule 3a-7;

(vi) the Property Trustee shall have no duty or liability for or
with respect to the value, genuineness, existence or
sufficiency of the Debentures or the payment of any taxes or
assessments levied thereon or in connection therewith;

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(vii) the Property Trustee shall not be liable for any interest on
any money received by it except as it may otherwise agree with
the Sponsor. Money held by the Property Trustee need not be
segregated from other funds held by it except in relation to
the Property Trustee Account maintained by the Property
Trustee pursuant to Section 3.8(c)(i) and except to the extent
otherwise required by law;

(viii) the Property Trustee shall not be responsible for monitoring
the compliance by the Regular Trustees or the Sponsors with
their respective duties under this Declaration, nor shall the
Property Trustee be liable for the default or misconduct of
the Regular Trustees or the Sponsor.

SECTION 3.10 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

(a) Subject to the provisions of Section 3.9:

(i) the Property Trustee may rely and shall be fully protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties;

(ii) any direction or act of the Sponsor or the Regular Trustees
contemplated by this Declaration shall be sufficiently
evidenced by a Direction or an Officers' Certificate;

(iii) whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be
proved or established before taking, suffering or omitting any
action hereunder, the Property Trustee (unless other evidence
is herein specifically prescribed) may, in the absence of bad
faith on its part and, if the Trust is excluded from the
definition of an Investment Company solely by means of Rule
3a-7, subject to the requirements of Rule 3a-7, request and
rely upon an Officers' Certificate which, upon receipt of such
request, shall be promptly delivered by the Sponsor or the
Regular Trustees;

(iv) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including
any financing or continuation statement or any tax or
securities) (or any rerecording, refiling or registration
thereof);

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(v) the Property Trustee may consult with counsel and the advice
or opinion of such counsel and the experts with respect to
legal matters or advice within the scope of such experts' area
of expertise shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with such
advice or opinion such counsel may be counsel to the Sponsor
or any of its Affiliates, and may include any of its
employees. The Property Trustee shall have the right at any
time to seek instructions concerning the administration of
this Declaration from any court of competent jurisdiction;

(vi) the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Declaration
at the request or direction of any Holder, unless such Holder
shall have provided to the Property Trustee adequate security
and indemnity, which would satisfy a reasonable person in the
position of the Property Trustee, against the costs, expenses
(including attorneys' fees and expenses) and liabilities that
might be incurred by it in complying with such request or
direction, including such reasonable advances as may be
requested by the Property Trustee, provided that nothing
contained in this Section 3.10(a)(vi) shall be taken to
relieve the Property Trustee, upon the occurrence of an Event
of Default, of its obligation to exercise the rights and
powers vested in it by this Declaration;

(vii) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper
or document, but the Property Trustee, in its discretion, may
make such further inquiry or investigation into such facts or
matters as it may see fit;

(viii)the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or
by or through agents or attorneys and the Property Trustee
shall not be responsible for any misconduct or negligence on
the part of any agent or attorney appointed with due care by
it hereunder;

(ix) any action taken by the Property Trustee or its agents
hereunder shall bind the Trust and the Holders of the
Securities and the signature of the Property Trustee or its
agents alone shall be sufficient and effective to perform any
such action; and no third party shall be required to inquire
as to the authority of the Property Trustee to so act, or as
to its compliance with any of the terms and provisions of this
Declaration,

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<PAGE>

both of which shall be conclusively evidenced by the Property
Trustee's or its agent's taking such action;

(x) whenever in the administration of this Declaration the
Property Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or
taking any other action hereunder the Property Trustee (i) may
request instructions from the Holders of the Securities, which
instructions may only be given by the Holders of the same
proportion and liquidation amount of the Securities as would
be entitled to direct the Property Trustee under the terms of
the Securities in respect of such remedies, right or action,
(ii) may refrain from enforcing such remedy or right or taking
such other action until such instructions are received, and
(iii) shall be protected in acting in accordance with such
instructions; and

(xi) except as otherwise expressly provided by this Declaration,
the Property Trustee shall not be under any obligation to take
any action that is discretionary under the provisions of this
Declaration.

(b) No provision of this Declaration shall be deemed to impose any duty
or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed
on it, in any jurisdiction in which it shall be illegal, or in which
the Property Trustee shall be unqualified or incompetent, in
accordance with applicable law, to perform any such act or acts, or
to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee
shall be construed to be a duty.

SECTION 3.11 DELAWARE TRUSTEE.

Notwithstanding any other provision of this Declaration other than Section 5.2,
the Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees or the Property Trustee described in this Declaration. Except as set
forth in Section 5.2, the Delaware Trustee shall be a Trustee for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the Business
Trust Act.

SECTION 3.12 EXECUTION OF DOCUMENTS.

Unless otherwise determined by the Regular Trustees, a majority of or, if there
are only two, both of the Regular Trustees are authorized to execute on behalf
of the Trust any documents which the Regular Trustees have the power and
authority to execute pursuant to Section 3.6; provided that, any listing
application prepared by the Sponsor referred to in Section 3.6(b)(iii) may be
executed by any Regular Trustee.

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SECTION 3.13 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained in this Declaration and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make
no representations as to the validity or sufficiency of this Declaration or the
Securities.

SECTION 3.14 DURATION OF TRUST.

The Trust, unless terminated pursuant to the provisions of Article VIII hereof,
shall have existence for 55 years from the date of the Prospectus Supplement
relating to the Debentures.

SECTION 3.15 MERGERS.

(A) The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body,
except as described in Section 3.15(b) and (c);

(b) the Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the Holders of the Securities,
the Delaware Trustee or the Property Trustee consolidate,
amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any State; provided, that:

(i) such successor entity (the "Successor Entity") either:

(A) expressly assumes all of the obligations of the Trust
under the Preferred Securities; or

(B) substitutes for the Preferred Securities other
securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Preferred
Securities rank with respect to Distributions and
payments upon liquidation, redemption and maturity;

(ii) the Debenture Issuer expressly acknowledges a trustee of the
Successor Entity which possesses the same powers and duties as
the Property Trustee as the Holder of the Debentures;

(iii) the Preferred Securities or any Successor Securities are
listed, or any Successor Securities will be listed upon
notification of issuance, on any

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national securities exchange or other organization on which
the Preferred Securities are then listed;

(iv) such merger, consolidation, amalgamation or replacement does
not cause the Preferred Securities or any Successor Securities
to be downgraded by any nationally recognized statistical
rating organization;

(v) such merger, consolidation, amalgamation or replacement does
not adversely affect the rights, preferences and privileges of
the Holders of the Preferred Securities or any Successor
Securities in any material respect under the documents
governing the Preferred Securities or the Successor Securities
(other than with respect to any dilution of such Holders'
interests in the new entity);

(vi) such successor entity has a purpose substantially identical to
that of the Trust;

(vii) prior to such merger, consolidation, amalgamation or
replacement, the Sponsor has received an opinion of a
nationally recognized independent counsel to the Trust
experienced in such matters to the effect that:

(A) such merger, consolidation, amalgamation or replacement
does not adversely affect the rights, preferences and
privileges of the Holders of the Preferred Securities or
any Successor Securities in any material respect under
the documents governing the Preferred Securities or the
Successor Securities (other than with respect to any
dilution of the Holders' interest in the new entity);
and

(B) following such merger, consolidation, amalgamation or
replacement, neither the Trust nor the Successor Entity
will be required to register as an Investment Company;
and

(viii)the Sponsor guarantees the obligations of such Successor
Entity under the Successor Securities at least to the extent
provided by the Preferred Securities Guarantee; and

(c) notwithstanding Section 3.15(b), the Trust shall, except with the
consent of Holders of 100% in liquidation amount of the Securities,
not consolidate, amalgamate, merge with or into, or be replaced by
any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger or replacement would cause the Trust or
Successor Entity for United States federal income tax purposes to be

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classified as an association taxable as a corporation or a
partnership and each Holder of the Securities not to be treated as
owning an undivided beneficial interest in the Debentures.

ARTICLE IV
SPONSOR

SECTION 4.1 SPONSOR'S PURCHASE OF COMMON SECURITIES.

On ___________________ the Sponsor will purchase all the Common Securities
issued by the Trust, in an amount equal to 3% of the capital of the Trust, at
the same time as the Preferred Securities are sold. The purchase price paid for
the Common Securities shall constitute a contribution to the capital of the
Trust and shall not constitute a loan to the Trust.

SECTION 4.2 RESPONSIBILITIES OF THE SPONSOR.

In connection with the issue and sale of the Preferred Securities, the Sponsor
shall have the right and responsibility to engage in the following activities
and to execute on behalf of the Trust the documents referred to in subsections
(a) through (e) of this Section 4.2:

(a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the Preferred
Securities, including any amendments thereto;

(b) to determine the States in which to take appropriate action to
qualify or register for sale all or part of the Preferred Securities
and to take any and all such acts, other than actions which must be
taken by the Trust, and advise the Trust of actions it must take,
and prepare for execution and filing any documents to be executed
and filed by the Trust, as the Sponsor deems necessary or advisable
in order to comply with the applicable laws of any such States;

(c) to prepare for filing by the Trust an application to the New York
Stock Exchange or any other national stock exchange or the Nasdaq
National Market for listing upon notice of issuance of any Preferred
Securities;

(d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of
the Preferred Securities under Section 12(b) of the Exchange Act,
including any amendments thereto; and

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(e) to negotiate the terms of the Underwriting Agreement and Pricing
Agreement providing for the sale of the Preferred Securities.

4.3 EXPENSES

(a) The Sponsor shall be responsible for and pay for all (and the Trust
shall not be obligated to pay, directly or indirectly, for all)
debts and obligations (other than with respect to the Securities)
and all costs and expenses of the Trust, including, without
limitation, the costs and expenses relating to the organization of
the Trust, the issuance of the Preferred Securities, the fees and
expenses of any Special Regular Trustee, the Property Trustee and
the Delaware Trustee, the costs and expenses related to the
operation of the Trust, including, without limitation, the costs and
expenses of accountants, attorneys, statistical or bookkeeping
services, expenses of printing and engraving, paying agents(s),
registrar(s), transfer agent(s), duplicating, travel, telephone and
costs and expenses incurred in connection with the disposition of
Trust assets.

(b) The Sponsor will pay any and all taxes and all liabilities, costs
and expenses with respect to such taxes of the Trust.

ARTICLE V
TRUSTEES

SECTION 5.1 NUMBER OF TRUSTEES.

The number of Trustees shall initially be three (3), and:

(a) at any time before the issuance of any Securities, the Sponsor may,
by written instrument, increase or decrease the number of Trustees;
and

(b) after the issuance of any Securities:

(i) and except as provided in Sections 5.1(b)(ii) and
5.6(a)(ii)(b) with respect to the Special Regular Trustee, the
number of Trustees may be increased or decreased by vote of
the Holders of a Majority in liquidation amount of the Common
Securities voting as a class at a meeting of the Holders of
the Common Securities; and

(ii) the number of Trustees shall be increased automatically by one
(1) if an Appointment Event has occurred and is continuing and
the Holders of a Majority in liquidation amount of the
Preferred Securities appoint a Special Regular Trustee in
accordance with Section 5.6,

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provided that in any case, the number of Trustees shall be at least three (3)
(the majority of which shall be Regular Trustees), and if there are only three
Trustees:

SECTION 5.2 DELAWARE TRUSTEE.

If required by the Business Trust Act, one Trustee (the "Delaware Trustee")
shall be:

(a) a natural person who is a resident of the State of Delaware; or

(b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the
requirements of applicable law

provided that if the Property Trustee has its principal place of business in the
State of Delaware and otherwise meets the requirements of applicable law, then
the Property Trustee shall also be the Delaware Trustee and Section 3.11 shall
have no application.

SECTION 5.3 PROPERTY TRUSTEE; ELIGIBILITY.

(a) There shall at all times be one Trustee which shall act as Property
Trustee which shall:

(i) not be an Affiliate of the Sponsor;

(ii) be a corporation organized and doing business under the laws
of the United States of America or any State or Territory
thereof or of the District of Columbia, or a corporation or
Person permitted by the Commission to act as an institutional
trustee under the Trust Indenture Act, authorized under such
laws to exercise corporate trust powers, having a combined
capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority.
If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the
supervising or examining authority referred to above, then for
the purposes of this Section 5.3(a)(ii), the combined capital
and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published; and

(iii) if the Trust is excluded from the definition of an Investment
Company solely by means of Rule 3a-7 and to the extent Rule
3a-7 requires a

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trustee having certain qualifications to hold title to the
"eligible assets" of the Trust, the Property Trustee shall
possess those qualifications.

(b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set out in Section 5.6(c)

(c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Common
Securities (as if it were the obligor referred to in Section 310(b)
of the Trust Indenture Act) shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

(d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause
(i) of the first provision contained in Section 310(b) of the Trust
Indenture Act.

SECTION 5.4 QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
GENERALLY.

Each Regular Trustee and the Delaware Trustee (unless the Property Trustee also
acts as Delaware Trustee) shall be either a natural person who is at least 21
years of age or a legal entity that shall act through one or more Authorized
Officers.

SECTION 5.5 INITIAL TRUSTEES.

The initial Regular Trustees shall be:

Merle D. Lewis
33 Third Street SE
P.O. Box 1318
Huron, South Dakota 57350-1318

Richard R. Hylland
33 Third Street SE
P.O. Box 1318
Huron, South Dakota 57350-1318

The initial Delaware Trustee shall be:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001

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who shall also act as Property Trustee.

SECTION 5.6 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

(a) Subject to Section 5.6(b), Trustees may be appointed or removed
without cause at any time:

(i) until the issuance of any Securities, by written instrument
executed by the Sponsor; and

(ii) after the issuance of any Securities;

(A) other than in respect to a Special Regular Trustee by
vote of the Holders of a Majority in liquidation amount
of the Common Securities voting as a class at a meeting
of the Holders of the Common Securities; and

(B) if an Appointment Event has occurred and is continuing,
one (1) additional Regular Trustee (the "Special Regular
Trustee") may be appointed by vote of the Holders of a
Majority in liquidation amount of the Preferred
Securities, voting as a class at a meeting of the
Holders of the Preferred Securities and such Special
Regular Trustee may only be removed (otherwise than by
the operation of Section 5.6(c)), by vote of the Holders
of a Majority in liquidation amount of the Preferred
Securities voting as a class at a meeting of the Holders
of the Preferred Securities.

(b) (i) The Trustee that acts as Property Trustee shall not be removed
in accordance with Section 5.6(a) until a successor Property
Trustee has been appointed and has accepted such appointment
by written instrument executed by such successor Property
Trustee and delivered to the Regular Trustees and the Sponsor;
and

(ii) the Trustee that acts as Delaware Trustee shall not be removed
in accordance with this Section 5.6(a) until a successor
Trustee possessing the qualifications to act as Delaware
Trustee under Sections 5.2 and 5.4 (a "Successor Delaware
Trustee") has been appointed and has accepted such appointment
by written instrument executed by such Successor Delaware
Trustee and delivered to the Regular Trustees and the Sponsor.

(c) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or
resignation, provided that a

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Special Regular Trustee shall only hold office while an Appointment
Event is continuing and shall cease to hold office immediately after
the Appointment Event pursuant to which the Special Regular Trustee
was appointed and all other Appointment Events cease to be
continuing. Any Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing signed
by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later
date as is specified therein; provided, however, that:

(i) no such resignation of the Trustee that acts as the Property
Trustee shall be effective:

(A) until a Successor Property Trustee has been appointed
and has accepted such appointment by instrument executed
by such Successor Property Trustee and delivered to the
Trust, the Sponsor and the resigning Property Trustee;
or

(B) if the Trust is not deemed an Investment Company solely
by reason of Rule 3a-7, until the assets of the Trust
have been completely liquidated and the proceeds thereof
distributed to the Holders of the Securities; and

(ii) no such resignation of the Trustee that acts as the Delaware
Trustee shall be effective until a Successor Delaware Trustee
has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and
delivered to the Trust, the Sponsor and the resigning Delaware
Trustee; and

(iii) no such resignation of a Special Regular Trustee shall be
effective until the 60th day following delivery of the
instrument of resignation of the Special Regular Trustee to
the Sponsor and the Trust or such later date specified in such
instrument during which period the Holders of the Preferred
Securities shall have the right to appoint a successor Special
Regular Trustee as provided in this Section 5.6; and

(d) the Holders of the Common Securities shall use their best efforts to
appoint promptly a successor Delaware Trustee or successor Property
Trustee, as the case may be, if the Delaware Trustee or the Property
Trustee delivers an instrument of resignation in accordance with
this Section 5.6.

(e) if no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery to the Sponsor and the
Trust of an instrument of resignation, the resigning Property
Trustee or Delaware Trustee, as

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applicable, may petition any court of competent jurisdiction for
appointment of a Successor Property Trustee or Successor Delaware
Trustee. Such court may thereupon, after causing such notice to be
given, if any, as it may deem proper and prescribe, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the
case may be.

SECTION 5.7 VACANCIES AMONG TRUSTEES.

If a Trustee ceases to hold office for any reason and the number of Trustees is
not reduced pursuant to Section 5.1, or if the number of Trustees is increased
pursuant to Section 5.1, a vacancy shall occur. A resolution certifying the
existence of such vacancy by a majority of the Regular Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.

SECTION 5.8 EFFECT OF VACANCIES.

The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul the Trust. Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee in accordance with Section 5.6, the Regular Trustees in office,
regardless of their number, shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Declaration.

SECTION 5.9 MEETINGS.

Meetings of the Regular Trustees shall be held from time to time upon the call
of any Regular Trustee. Regular meetings of the Regular Trustees may be held at
a time and place fixed by resolution of the Regular Trustees. Notice of any
in-person meetings of the Regular Trustees shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 48 hours before such meeting. Notice of any telephonic
meetings of the Regular Trustees or any committee thereof shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 24 hours before a meeting. Notices
shall contain a brief statement of the time, place and anticipated purposes of
the meeting. The presence (whether in person or by telephone) of a Regular
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where a Regular Trustee attends a meeting for the express purpose of objecting
to the transaction of any activity on the ground that the meeting has not been
lawfully called or convened. Unless provided otherwise in this Declaration, any
action of the Regular Trustees may be taken at a meeting by vote of a majority
of the Regular Trustees present (whether in person or by telephone) and eligible
to vote with respect to such matter, provided that a Quorum is present, or
without a meeting by the unanimous written consent of the Regular Trustees.

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SECTION 5.10 DELEGATION OF POWER.

(a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of
21 his or her power for the purpose of executing any documents
contemplated in Section 3.6, including any registration statement or
amendment thereto filed with the Commission, or making any other
governmental filing; and

(b) the Regular Trustees shall have power to delegate from time to time
to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name
of the Trust or the names of the Regular Trustees or otherwise as
the Regular Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the
provisions of the Trust, as set forth herein.

ARTICLE VI
DISTRIBUTIONS

SECTION 6.1 DISTRIBUTIONS.

Holders shall receive Distributions in accordance with the applicable terms of
the relevant Holder's Securities. Distributions shall be made on the Preferred
Securities and the Common Securities in accordance with the preferences set
forth in their respective terms. If and to the extent that the Debenture Issuer
makes a payment of interest (including Compounded Interest (as defined in the
Indenture)) and Additional Interest (as defined in the Indenture), premium of
and principal on the Debentures held by the Property Trustee (the amount of any
such payment being a "Payment Amount"), the Property Trustee shall and is
directed, to the extent funds are legally available for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders.

ARTICLE VII
ISSUANCE OF SECURITIES

SECTION 7.1 GENERAL PROVISIONS REGARDING SECURITIES.

(a) The Regular Trustees shall on behalf of the Trust issue one class of
preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in
Exhibit A and incorporated herein by reference (the "Preferred
Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having
such terms as are set forth in Exhibit A (the "Common Securities").
The Trust

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shall have no securities or other interests in the assets of the
Trust other than the Preferred Securities and the Common Securities.

(b) The Certificates shall be signed on behalf of the Trust by the
Regular Trustees (or if there are more than two Regular Trustees by
any two of the Regular Trustees). Such signatures may be the manual
or facsimile signatures of the present or any future Regular
Trustee. Typographical and other minor errors or defects in any
such reproduction of any such signature shall not affect the
validity of any Certificate. In case any Regular Trustee of the
Trust who shall have signed any of the Securities shall cease to be
such Regular Trustee before the Certificates so signed shall be
delivered by the Trust, such Certificates nevertheless may be
delivered as though the Person who signed such Certificates had not
ceased to be such Regular Trustee; and any Certificate may be signed
on behalf of the Trust by such Persons who, at the actual date of
execution of such Security, shall be the Regular Trustees of the
Trust, although at the date of the execution and delivery of the
Declaration any such Person was not such a Regular Trustee.
Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the
Regular Trustees, as evidenced by their execution thereof, and may
have such letters, numbers or other marks of identification or
designation and such legends or endorsements as the Regular Trustees
may deem appropriate, or as may be required to comply with any law
or with any rule or regulation of any stock exchange on which
Securities may be listed, or to conform to usage.

(c) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the
Trust and shall not constitute a loan to the Trust.

(d) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued, fully
paid and non-assessable.

(e) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed
to the terms of, and shall be bound, by this Declaration, the
Preferred Securities Guarantee and the Indenture.

ARTICLE VIII
TERMINATION OF TRUST

SECTION 8.1 TERMINATION OF TRUST.

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(a) The Trust shall terminate:

(i) upon the bankruptcy of the Holder of the Common Securities,
the Sponsor or the Debenture Issuer;

(ii) upon the filing of a certificate of dissolution or its
equivalent with respect to the Holder of the Common
Securities, the Sponsor or the Debenture Issuer, the filing of
a certificate of cancellation with respect to the Trust or the
revocation of the charter of the Holder of the Common
Securities, the Sponsor or the Debenture Issuer and the
expiration of 90 days after the date of revocation without a
reinstatement thereof;

(iii) upon the entry of a decree of judicial dissolution of the
Holder of the Common Securities, the Sponsor, the Debenture
Issuer or the Trust;

(iv) when all of the Securities shall have been called for
redemption and the amounts necessary for redemption thereof
shall have been paid to the Holders in accordance with the
terms of the Securities;

(v) upon the occurrence and continuation of a Special Event
pursuant to which the Trust shall have been dissolved in
accordance with the terms of the Securities and all of the
Debentures endorsed thereon shall have been distributed to the
Holders of Securities in exchange for all of the Securities;
or

(vi) before the issuance of any Securities, with the consent of all
of the Regular Trustees and the Sponsor; and

(b) as soon as is practicable after the occurrence of an event referred
to in Section 8.1(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware;
and

ARTICLE IX
TRANSFER OF INTERESTS

SECTION 9.1 TRANSFER OF SECURITIES.

(a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this
Declaration and in the terms of the

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Securities. Any transfer or purported transfer of any Security not
made in accordance with this Declaration shall be null and void;

(b) subject to this Article IX, Preferred Securities shall be freely
transferable; and

(c) subject to this Article IX, the Sponsor and any Related Party may
only transfer Common Securities to the Sponsor or a Related Party of
the Sponsor; provided that, any such transfer is subject to the
condition precedent that the transferor obtain the written opinion
of nationally recognized independent counsel experienced in such
matters that such transfer would not cause more than an
insubstantial risk that:

(i) the Trust would be classified for United States federal income
tax purposes as an association taxable as a corporation or a
partnership and each Holder of Securities would not be treated
as owning an undivided beneficial interest in the Debentures;
and

(ii) the Trust or the transferree would be an Investment Company or
would be controlled by an Investment Company.

SECTION 9.2 TRANSFER OF CERTIFICATES.

The Regular Trustees shall provide for the registration of Certificates and of
transfers of Certificates, which will be effected without charge but only upon
payment (with such indemnity as the Regular Trustees may require) in respect of
any tax or other government charges which may be imposed in relation to it.
Upon surrender for registration of transfer of any Certificate, the Regular
Trustees shall cause one or more new Certificates to be issued in the name of
the designated transferee or transferees. Every Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Regular Trustees duly executed by the
Holder or such Holder's attorney duly authorized in writing. Each Certificate
surrendered for registration of transfer shall be canceled by the Regular
Trustees. A transferee of a Certificate shall be entitled to the rights and
subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Certificate. By acceptance of a Certificate, each transferee
shall be deemed to have agreed to be bound by this Declaration and the documents
incorporated by reference herein.

SECTION 9.3 DEEMED SECURITY HOLDERS.

The Trustees may treat the Person in whose name any Certificate shall be
registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such

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Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

SECTION 9.4 BOOK ENTRY INTERESTS.

Unless otherwise specified in the terms of the Preferred Securities, the
Preferred Securities Certificates, on original issuance, will be issued in the
form of one or more, fully registered, global Preferred Security Certificates
(each a "Global Certificate"), to be delivered to DTC, the initial Clearing
Agency, by, or on behalf of, the Trust. Such Global Certificates shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Preferred Security Beneficial Owner will
receive a definitive Preferred Security Certificate representing such Preferred
Security Beneficial Owner's interests in such Global Certificates, except as
provided in Section 9.7. Unless and until definitive, fully registered
Preferred Security Certificates (the "Definitive Preferred Security
Certificates") have been issued to the Preferred Security Beneficial Owners
pursuant to Section 9.7:

(a) the provisions of this Section 9.4 shall be in full force and
effect;

(b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the
payment of Distributions on the Global Certificates and receiving
approvals, votes or consents hereunder) as the Holder of the
Preferred Securities and the sole holder of the Global Certificates
and shall have no obligation to the Preferred Security Beneficial
Owners;

(c) to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

(d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Preferred
Security Beneficial Owners and the Clearing Agency and/or the
Clearing Agency Participants and receive and transmit payments of
Distributions on the Global Certificates to such Clearing Agency
Participants. DTC will make book entry transfers among the Clearing
Agency Participants.

SECTION 9.5 NOTICES TO CLEARING AGENCY.

Whenever a notice or other communication to the Preferred Security Holders is
required under this Declaration, unless and until Definitive Preferred Security
Certificates shall have been issued to the Preferred Security Beneficial Owners
pursuant to Section 9.7, the Regular Trustees shall give all such notices and
communications specified herein to be given to the

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Preferred Security Holders to the Clearing Agency, and shall have no notice
obligations to the Preferred Security Beneficial Owners.

SECTION 9.6 APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Regular Trustees may,
in their sole discretion, appoint a successor Clearing Agency with respect to
such Preferred Securities.

SECTION 9.7 DEFINITIVE PREFERRED SECURITY CERTIFICATES.

If:

(a) a Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities and a successor
Clearing Agency is not appointed within 90 days after such
discontinuance pursuant to Section 9.6; or

(b) the Regular Trustees elect after consultation with the Sponsor to
terminate the book entry system through the Clearing Agency with
respect to the Preferred Securities,

then:

(c) Definitive Preferred Security Certificates shall be prepared by the
Regular Trustees on behalf of the Trust with respect to such
Preferred Securities; and

(d) upon surrender of the Global Certificates by the Clearing Agency,
accompanied by registration instructions, the Regular Trustees shall
cause Definitive Certificates to be delivered to Preferred Security
Beneficial Owners in accordance with the instructions of the
Clearing Agency. Neither the Trustees nor the Trust shall be liable
for any delay in delivery of such instructions and each of them may
conclusively rely on and shall be protected in relying on, said
instructions of the Clearing Agency. The Definitive Preferred
Security Certificates shall be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and
may have such letters, numbers or other marks of identification or
designation and such legends or endorsements as the Regular Trustees
may deem appropriate, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which Preferred
Securities may be listed, or to conform to usage.

SECTION 9.8 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

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If:

(a) any mutilated Certificates should be surrendered to the Regular
Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate;
and

(b) there shall be delivered to the Regular Trustees such security or
indemnity as may be required by them to keep each of them harmless.

then:

In the absence of notice that such Certificate shall have been acquired by a
bona fide purchaser, any two Regular Trustees on behalf of the Trust shall
execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like denomination.
In connection with the issuance of any new Certificate under this Section 9.8,
the Regular Trustees may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the relevant Securities, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

ARTICLE X
LIMITATION OF LIABILITY OF HOLDERS OF
SECURITIES, TRUSTEES AND OTHERS

SECTION 10.1 LIABILITY.

(a) Except as expressly set forth in this Declaration, the Preferred
Securities Guarantee, the Common Securities Guarantee and the terms
of the Securities, the Sponsor shall not be:

(i) personally liable for the return of any portion of the capital
contributions (or any return thereon) of the Holders of the
Securities which shall be made solely from assets of the
Trust; and

(ii) required to pay to the Trust or to any Holder of Securities
any deficit upon dissolution of the Trust or otherwise; and

(b) Pursuant to Section 3803(a) of the Business Trust Act, the Holder of
the Common Securities shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust's assets.

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(c) Pursuant to Section 3803(a) of the Business Trust Act, the Holders
of the Preferred Securities shall be entitled to the same limitation
of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law
of the State of Delaware.

SECTION 10.2 EXCULPATION.

(a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by reason of such Indemnified Person's
gross negligence (or, in the case of the Property Trustee, except as
otherwise set forth in Section 3.9) or willful misconduct with
respect to such acts or omissions; and

(b) an Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any Person
as to matters the Indemnified Person reasonably believes are within
such other Person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Trust,
including information, opinions, reports or statements as to the
value and amount of the assets, liabilities, profits, losses, or any
other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.

SECTION 10.3 FIDUCIARY DUTY.

(a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person
acting under this Declaration shall not be liable to the Trust or to
any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration,
to the extent that they restrict the duties and liabilities of an
Indemnified Person otherwise existing at law or in equity (other
than the duties imposed on the Property Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such
other duties and liabilities of such Indemnified Person;

(b) unless otherwise expressly provided herein:

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(i) whenever a conflict of interest exists or arises between an
Indemnified Person and any Covered Person; or

(ii) whenever this Declaration or any other agreement contemplated
herein or therein provides that an Indemnified Person shall
act in a manner that is, or provides terms that are, fair and
reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take
such action or provide such terms, considering in each case the
relative interest of each party (including its own interest) to such
conflict, agreement, transaction or situation and the benefits and
burdens relating to such interests, any customary or accepted
industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the
Indemnified Person, the resolution, action or term so made, taken or
provided by the Indemnified Person shall not constitute a breach of
this Declaration or any other agreement contemplated herein or of
any duty or obligation of the Indemnified Person at law or in equity
or otherwise; and

(i) in its "discretion" or under a grant of similar authority, the
Indemnified Person shall be entitled to consider such
interests and factors as it desires, including its own
interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the
Trust or any other Person; or

(ii) in its "good faith" or under another express standard,

the Indemnified Person shall act under such express standard and
shall not be subject to any other or different standard imposed by
this Declaration or by applicable law.

SECTION 10.4 INDEMNIFICATION.

(a) To the fullest extent permitted by applicable law, the Sponsor shall
indemnify and hold harmless each Indemnified Person from and against
any loss, damage, liability, tax, penalty, expense or claim of any
kind or nature whatsoever incurred by such Indemnified Person by
reason of the creation, operation or termination of the Trust or any
act or omission performed or omitted by such Indemnified Person in
good faith on behalf of the Trust and in a manner such Indemnified
Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Declaration,

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except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of gross negligence (or, in the case of
the Property Trustee, except as otherwise set forth in Section 3.9)
or willful misconduct with respect to such acts or omissions; and

(b) to the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by the Sponsor prior to the final
disposition of such claim, demand, action, suit or proceeding upon
receipt by the Sponsor of an undertaking by or on behalf of the
Indemnified Person to repay such amount if it shall be determined
that the Indemnified Person is not entitled to be indemnified as
authorized in Section 10.4(a).

SECTION 10.5 OUTSIDE BUSINESSES.

Any Covered Person, the Sponsor, the Debenture Issuer, the Delaware Trustee and
the Property Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the
Debenture Issuer, the Delaware Trustee, or the Property Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor, the Debenture
Issuer, the Delaware Trustee and the Property Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

ARTICLE XI
ACCOUNTING

SECTION 11.1 FISCAL YEAR.

The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or such
other year as is required by the Code.

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SECTION 11.2 CERTAIN ACCOUNTING MATTERS.

(a) At all times during the existence of the Trust, the Regular Trustees
shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained
on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied. The Trust
shall use the accrual method of accounting for United States federal
income tax purposes. The books of account and the records of the
Trust shall be examined by and reported upon as of the end of each
Fiscal Year by a firm of independent certified public accountants
selected by the Regular Trustees;

(b) the Regular Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of
each Fiscal Year of the Trust, annual financial statements of the
Trust, including a balance sheet of the Trust as of the end of such
Fiscal Year, and the related statements of income or loss;

(c) the Regular Trustees shall cause to be duly prepared and delivered
to each of the Holders of Securities any United States federal
income tax information statement required by the Code, containing
such information with regard to the Securities held by each Holder
as is required by the Code and the Treasury Regulations.
Notwithstanding any right under the Code to deliver any such
statement at a later date, the Regular Trustees shall endeavor to
deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust; and

(d) the Regular Trustees shall cause to be duly prepared and filed with
the appropriate taxing authority an annual United States federal
income tax return on such form as is required by United States
federal income tax law, and any other annual income tax returns
required to be filed by the Regular Trustees on behalf of the Trust
with any state or local taxing authority.

SECTION 11.3 BANKING.

The Trust shall maintain one or more bank accounts in the name and for the sole
benefit of the Trust; provided, however, that all payments of funds in respect
of the Debentures held by the Property Trustee shall be made directly to the
Property Trustee Account and no other funds of the Trust shall be deposited in
the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Regular Trustees; provided, however, that the Property Trustee
shall designate the sole signatories for the Property Trustee Account.

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SECTION 11.4 WITHHOLDING.

The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of
any claimed overwithholding, to the fullest extent permitted by law, Holders
shall be limited to an action against the applicable jurisdiction. If the
amount required to be withheld was not withheld from actual Distributions made,
the Trust may reduce subsequent Distributions by the amount of such withholding.

ARTICLE XII
AMENDMENTS AND MEETINGS

SECTION 12.1 AMENDMENTS.

(a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may be amended
by, and only by, a written instrument approved and executed by the
Regular Trustees (or, if there are more than two Regular Trustees a
majority of the Regular Trustees); provided, however, that:

(i) no amendment shall be made, and any such purported amendment
shall be void and ineffective, to the extent the result
thereof would be to

(A) cause the Trust to be characterized for purposes of
United States federal income taxation as an association
taxable as a corporation or a partnership and each
Holder of Securities not to be treated as owning an
undivided beneficial interest in the Debentures;

(B) affect the powers, rights, duties, obligations or
immunities of the Property Trustee or the Delaware
Trustee (unless such amendment is consented to in
writing by the Property Trustee or the Delaware Trustee,
as the case may be); or

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(C) cause the Trust to be deemed an Investment Company that
is required to be registered under the Investment
Company Act;

(ii) at such time after the Trust has issued any Securities that
remain outstanding, any amendment that would materially
adversely affect the rights, privileges or preferences of any
Holder of Securities may be effected only with such additional
requirements as may be set forth in the terms of such
Securities;

(iii) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

(iv) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common
Securities; and

(v) the rights of the holders of the Common Securities under
Article V to increase or decrease the number of, and appoint
and remove Trustees shall not be amended without the consent
of the Holders of a Majority in liquidation amount of the
Common Securities (except to the extent such amendment relates
to the Special Regular Trustee, in which case such amendment
may only be made in accordance with the terms of the
Preferred Securities).

(b) Notwithstanding Section 12.1(a)(ii), this Declaration may be amended
without the consent of the Holders of the Securities to:

(i) cure any ambiguity;

(ii) correct or supplement any provision in this Declaration that
may be defective or inconsistent with any other provision of
this Declaration;

(iii) add to the covenants, restrictions or obligations of the
Sponsor; and

(iv) conform to any change in Rule 3a-7 or written change in
interpretation or application of Rule 3a-7 by any legislative
body, court, government agency or regulatory authority which
amendment does not have a material adverse effect on the
right, preferences or privileges of the Holders.

SECTION 12.2 MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
CONSENT.

(a) Meetings of the Holders of any class of Securities may be called at
any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of
such class of Securities

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are entitled to act under the terms of this Declaration, the terms
of the Securities or the rules of any stock exchange on which the
Preferred Securities are listed or admitted for trading. The
Regular Trustees shall call a meeting of the Holders of such class,
if directed to do so by the Holders of at least 10% in liquidation
amount of such class of Securities. Such direction shall be given
by delivering to the Regular Trustees one or more calls in a writing
stating that the signing Holders of Securities wish to call a
meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holders of Securities calling a
meeting shall specify in writing the Certificates held by the
Holders of Securities exercising the right to call a meeting and
only those specified shall be counted for purposes of determining
whether the required percentage set forth in the second sentence of
this paragraph has been met; and

(b) except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of
Holders of Securities:

(i) notice of any such meeting shall be given to all the Holders
of Securities having a right to vote thereat at least 7 days
and not more than 60 days before the date of such meeting.
Whenever a vote, consent or approval of the Holders of
Securities is permitted or required under this Declaration or
the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading, such vote,
consent or approval may be given at a meeting of the Holders
of Securities. Any action that may be taken at a meeting of
the Holders of Securities may be taken without a meeting if a
consent in writing setting forth the action so taken is signed
by the Holders of Securities owning not less than the minimum
amount of Securities in liquidation amount that would be
necessary to authorize or take such action at a meeting at
which all Holders of Securities having a right to vote thereon
were present and voting. Prompt notice of the taking of
action without a meeting shall be given to the Holders of
Securities entitled to vote who have not consented in writing.
The Regular Trustees may specify that any written ballot
submitted to the Holder for the purpose of taking any action
without a meeting shall be returned to the Trust within the
time specified by the Regular Trustees;

(ii) each Holder of a Security may authorize any Person to act for
it by proxy on all matters in which a Holder of Securities is
entitled to participate, including waiving notice of any
meeting, or voting or participating at a meeting. No proxy
shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the Holder of Securities
executing it. Except as otherwise provided herein, all

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matters relating to the giving, voting or validity of proxies
shall be governed by the General Corporation Law of the State
of Delaware relating to proxies, and judicial interpretations
thereunder, as if the Trust were a Delaware corporation and
the Holders of the Securities were stockholders of a Delaware
corporation;

(iii) each meeting of the Holders of the Securities shall be
conducted by the Regular Trustees or by such other Person that
the Regular Trustees may designate; and

(iv) unless the Business Trust Act, this Declaration, the terms of
the Securities or the listing rules of any stock exchange on
which the Preferred Securities are then listed or trading
otherwise provides, the Regular Trustees, in their sole
discretion, shall establish all other provisions relating to
meetings of Holders of Securities, including notice of the
time, place or purpose of any meeting at which any matter is
to be voted on by any Holders of Securities, waiver of any
such notice, action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in
person or by proxy or any other matter with respect to the
exercise of any such right to vote.

ARTICLE XIII
REPRESENTATIONS OF PROPERTY TRUSTEE

SECTION 13.1 REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

The Trustee which acts as initial Property Trustee represents and warrants to
the Trust and to the Sponsor at the date of this Declaration, and each Successor
Property Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:

(a) The Property Trustee is a Delaware banking corporation with trust
powers, duly organized, validly existing and in good standing under
the laws of the State of Delaware with trust power and authority to
execute and deliver, and to carry out and perform its obligations
under the terms of, the Declaration.

(b) The execution, delivery and performance by the Property Trustee of
the Declaration has been duly authorized by all necessary corporate
action on the part of the Property Trustee. The Declaration has
been duly executed and delivered by the Property Trustee, and it
constitutes a legal, valid and binding obligation of the Property
Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights
generally and to

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general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is
considered in a proceeding in equity or at law).

(c) The execution, delivery and performance of the Declaration by the
Property Trustee does not conflict with or constitute a breach of
the Articles of Organization or By-laws of the Property Trustee.

(d) No consent, approval or authorization of, or registration with or
notice to, any state or federal banking authority is required for
the execution, delivery or performance by the Property Trustee, of
the Declaration.

ARTICLE XIV
MISCELLANEOUS

SECTION 14.1 NOTICES.

All notices provided for in this Declaration shall be in writing, duly signed by
the party giving such notice, and shall be delivered, telecopied or mailed by
registered or certified mail, as follows:

(a) if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as
the Trust may give notice of to the Holders of the Securities):

NWPS CAPITAL FINANCING I
33 Third Street, S.E.
Huron, South Dakota 57350
Attention: __________________

(b) if given to the Property Trustee or the Delaware Trustee, at the
mailing address set forth below (or such other address as the
Property Trustee or the Delaware Trustee may give notice of to the
Holders of the Securities):

WILMINGTON TRUST COMPANY
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

(c) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice to the Trust):

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NORTHWESTERN PUBLIC SERVICE COMPANY
33 Third Street, S.E.
Huron, South Dakota 57350
Attention: __________________

(d) if given to any other Holder, at the address set forth on the books
and records of the Trust.

All such notices shall be deemed to have been given when received in person,
telecopied with receipt confirmed, or mailed by first class mail, postage
prepaid except that if a notice or other document is refused delivery or cannot
be delivered because of a changed address of which no notice was given, such
notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver.

SECTION 14.2 GOVERNING LAW.

This Declaration and the rights of the parties hereunder shall be governed by
and interpreted in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles
of conflict of laws.

SECTION 14.3 INTENTION OF THE PARTIES.

It is the intention of the parties hereto that the Trust not be characterized
for United States federal income tax purposes as an association taxable as a
corporation or a partnership but rather, the Trust be characterized as a grantor
trust or otherwise in a manner that each Holder of Securities be treated as
owning an undivided beneficial interest in the Debentures. The provisions of
this Declaration shall be interpreted to further this intention of the parties.

SECTION 14.4 HEADINGS.

Headings contained in this Declaration are inserted for convenience of reference
only and do not affect the interpretation of this Declaration or any provision
hereof.

SECTION 14.5 SUCCESSORS AND ASSIGNS

Whenever in this Declaration any of the parties hereto is named or referred to,
the successors and assigns of such party shall be deemed to be included, and all
covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

SECTION 14.6 PARTIAL ENFORCEABILITY.

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If any provision of this Declaration, or the application of such provision to
any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION 14.7 COUNTERPARTS.

This Declaration may contain more than one counterpart of the signature page and
this Declaration may be executed by the affixing of the signature of each of the
Trustees to one of such counterpart signature pages. All of such counterpart
signature pages shall be read as though one, and they shall have the same force
and effect as though all of the signers had signed a single signature page.

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IN WITNESS WHEREOF, the undersigned has caused these presents to be executed as
of the day and year first above written.

NORTHWESTERN PUBLIC SERVICE COMPANY
as Sponsor

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

NWPS CAPITAL FINANCING I

By:
-------------------------------------------
Merle D. Lewis, as Trustee

By:
-------------------------------------------
Richard R. Hylland, as Trustee

WILMINGTON TRUST COMPANY
as Delaware Trustee and Property Trustee

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

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EXHIBIT A

TERMS OF SECURITIES

TERMS OF
_____% TRUST PREFERRED CAPITAL SECURITIES
_____% TRUST COMMON CAPITAL SECURITIES

Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust, dated
as of __________, 1995 (as amended from time to time, the "Declaration"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities and the Common Securities are set out
below (each capitalized term used but not defined herein has the meaning set
forth in the Declaration or, if not defined in such Declaration, as defined in
the Prospectus referred to below):

1. DESIGNATION AND NUMBER.

(a) "Preferred Securities." Preferred Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust
of $_____ million ($__________) and a liquidation amount with
respect to the assets of the Trust of $25 per Preferred Security,
are hereby designated for the purposes of identification only as
"_____% Trust Preferred Capital Securities" (the "Preferred
Securities"). The Preferred Security Certificates evidencing the
Preferred Securities shall be substantially in the form attached
hereto as Annex I, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or
practice or to conform to the rules of any stock exchange on which
the Preferred Securities are listed.

(b) "Common Securities." Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust
of $_____ million ($___________) and a liquidation amount with
respect to the assets of the Trust of $25 per Common Security, are
hereby designated for the purposes of identification only as "_____%
Trust Common Capital Securities" (the "Common Securities"). The
Common Security Certificates evidencing the Common Securities shall
be substantially in the form attached hereto as Annex II, with such
changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice.

2. DISTRIBUTIONS.

(a) Distributions payable on each Security will be fixed at a rate per
annum of _____% (the "Coupon Rate") of the stated liquidation amount
of $25 per Security, such rate being the rate of interest payable on
the Debentures to be

A-1
<PAGE>

held by the Property Trustee. Distributions in arrears for more
than one quarter will bear interest thereon compounded quarterly at
the Coupon Rate (to the extent permitted by applicable law). The
term "Distributions" as used herein includes such periodic cash
distributions and any such interest payable unless otherwise stated.
A Distribution is payable only to the extent that payments are made
in respect of the Debentures held by the Property Trustee. The
amount of Distributions payable for any period will be computed for
any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of
days elapsed in such a 30-day month.

(b) Distributions on the Securities will be cumulative, will accrue from
__________, 1995 and will be payable quarterly in arrears, on March
31, June 30, September 30, and December 31 of each year, commencing
on __________, 1995, except as otherwise described below. The
Debenture Issuer has the right under the Indenture to defer payments
of interest by extending the interest payment period from time to
time on the Debentures for a period not exceeding 20 consecutive
quarters (each an "Extension Period") and, as a consequence of such
Extension, Distributions will also be deferred. Despite such
deferral, quarterly Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the
Coupon Rate compounded quarterly during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture
Issuer may further extend such Extension Period; provided that such
Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters. Payments
of accrued Distributions will be payable to Holders as they appear
on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the
Debenture Issuer may commence a new Extension Period, subject to the
above requirements.

(c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the
relevant record dates. While the Preferred Securities remain in
book-entry only form, the relevant record dates shall be one
Business Day prior to the relevant payment dates which payment dates
correspond to the interest payment dates on the Debentures. Subject
to any applicable laws and regulations and the provisions of the
Declaration, each such payment in respect of the Preferred
Securities will be made as described under the heading "Description
of the Preferred Securities -- Book-Entry Only Issuance -- The
Depository Trust Company" in the Prospectus Supplement dated
__________, 1995, to the Prospectus dated

A-2
<PAGE>

__________, 1995 (together, the "Prospectus"), of the Trust included
in the Registration Statement on Form S-3 of the Sponsor, the
Debenture Issuer and the Trust. The relevant record dates for the
Common Securities, and, if the Preferred Securities shall not
continue to remain in book-entry only form, the relevant record
dates for the Preferred Securities, shall conform to the rules of
any securities exchange on which the securities are listed and, if
none, shall be selected by the Regular Trustees, which dates shall
be at least one Business Day but less than 60 Business Days before
the relevant payment dates, which payment dates correspond to the
interest payment dates on the Debentures. Distributions payable on
any Securities that are not punctually paid on any Distribution
payment date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures will cease to be payable to the
Person in whose name such Securities are registered on the relevant
record date, and such defaulted Distribution will instead be payable
to the Person in whose name such Securities are registered on the
special record date or other specified date determined in accordance
with the Indenture. If any date on which Distributions are payable
on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date.

(d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property
shall be distributed Pro Rata (as defined herein) among the Holders
of the Securities.

3. LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

In the event of any voluntary or involuntary dissolution, winding-up or
termination of the Trust, the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors of the Trust an amount
equal to the aggregate of the stated liquidation amount of $25 per Security plus
accrued and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"), unless, in connection with such
dissolution, winding up or termination, winding-up or termination, Debentures in
an aggregate principal amount equal to the aggregate stated liquidation amount
of such Securities, with an interest rate equal to the Coupon Rate of, and
bearing accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on, such Securities, shall be distributed on a Pro Rata basis to
the Holders of the Securities in exchange for such Securities.

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<PAGE>

If, upon any such dissolution, winding-up or termination of the Trust, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the Securities
shall be paid on a Pro Rata basis.

4. REDEMPTION AND DISTRIBUTION.

(a) Upon the repayment of the Debentures in whole or in part, whether at
maturity or upon redemption, the proceeds from such repayment or
payment shall be thereupon applied to redeem Securities having an
aggregate liquidation amount equal to the aggregate principal amount
of the Debentures so repaid or redeemed at a redemption price of $25
per Security plus an amount equal to accrued and unpaid
Distributions thereon at the date of the redemption, payable in cash
(the "Redemption Price"). Holders will be given not less than 30
nor more than 60 days notice of such redemption.

(b) If fewer than all the outstanding Securities are to be so redeemed,
the Common Securities and the Preferred Securities will be redeemed
Pro Rata and the Preferred Securities to be redeemed will be as
described in Paragraph 4(f)(ii) below.

(c) If a Tax Event (as defined below) or an Investment Company Event (as
defined below) (each, a "Special Event"), shall occur and be
continuing, the Regular Trustees shall dissolve the Trust except in
the limited circumstances described below, and, after satisfaction
of liabilities to creditors of the Trust, cause Debentures held by
the Property Trustee, having an aggregate principal amount equal to
the aggregate stated liquidation amount of, with an interest rate
identical to the Coupon Rate of, and accrued and unpaid interest
equal to accrued and unpaid Distributions on and having the same
record date for payment as the Securities, to be distributed to the
Holders of the Securities in liquidation of such Holders' interests
in the Trust on a Pro Rata basis, within 90 days following the
occurrence of such Special Event (the "90-Day Period"); provided,
however, that in the case of the occurrence of a Tax Event, such
dissolution and distribution shall be conditioned on the Regular
Trustees' receipt of an opinion of a nationally recognized
independent tax counsel experienced in such matters (a "No
Recognition Opinion"), which opinion may rely on published revenue
rulings of the Internal Revenue Service, to the effect that the
Holders of the Securities will not recognize any gain or loss for
United States federal income tax purposes as a result of the
dissolution of the Trust and the distribution of Debentures; and
provided, further, that, if at the time there is available to the
Trust the opportunity to eliminate, within the 90-Day Period, the
Special Event by taking some ministerial action, such as filing a
form or making an election or pursuing some other similar reasonable
measure that has no adverse effect on the

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<PAGE>

Trust, the Debenture Issuer, the Sponsor or the Holders of the
Securities ("Ministerial Action"), the Trust will pursue such
Ministerial Action in lieu of dissolution and distribution as
described therein. Furthermore, if in the case of the occurrence of
a Tax Event, after receipt of a Dissolution Tax Opinion (as defined
below) by the Regular Trustees (i) the Debenture Issuer has received
an opinion (a "Redemption Tax Opinion") of a nationally recognized
independent tax counsel experienced in such matters that, as a
result of a Tax Event, there is more than an insubstantial risk that
the Debenture Issuer would be precluded from deducting the interest
on the Debentures for United States federal income tax purposes even
if the Debentures were distributed to the Holders of Securities in
liquidation of such Holders' interests in the Trust as described in
this paragraph 4(c), or (ii) the Regular Trustees shall have been
informed by such tax counsel that a No Recognition Opinion cannot be
delivered to the Trust, the Debenture Issuer shall have the right at
any time, upon not less than 30 nor more than 60 days notice, to
redeem the Debentures in whole or in part for cash within 90 days
following the occurrence of such Tax Event, and, following such
redemption, Securities with an aggregate liquidation amount equal to
the aggregate principal amount of the Debentures so redeemed shall
be redeemed by the Trust at the Redemption Price on a Pro Rata
basis; provided, however, that, if at the time there is available to
the Trust the opportunity to eliminate, within such 90-day period,
the Tax Event by taking some Ministerial Action, the Trust or the
Debenture Issuer will pursue such Ministerial Action in lieu of
redemption.

"Tax Event" means that the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel
experienced in such matters (a "Dissolution Tax Opinion") to the
effect that on or after the date of the Prospectus Supplement, as a
result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority
thereof or therein, (b) any amendment to or change in an
interpretation or application of any such laws or regulations by any
legislative body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the publication of
any judicial decision or regulatory determination on or after the
date of the Prospectus relating to the Debentures), (c) any
interpretation or pronouncement that provides for a position with
respect to such laws or regulations that differs from the
theretofore generally accepted position, or (d) any action taken by
any governmental agency or regulatory authority, which amendment or
change is enacted, promulgated or effective, or which interpretation
or pronouncement is issued or announced, or which action is taken,
in each case on or after the date of the Prospectus relating to the
Debentures, there is more than an insubstantial risk that (i) the
Trust is or will be within 90 days of the date thereof, subject to
United States federal income tax with respect to interest

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<PAGE>

accrued or received on the Debentures, (ii) the Trust is, or will be
within 90 days of the date thereof, subject to more than a de
minimis amount of taxes, duties or other governmental charges, or
(iii) interest payable by the Debenture Issuer to the Trust on the
Debentures is not, or within 90 days of the date thereof will not
be, deductible, in whole or in part, by the Debenture Issuer for
United States federal income tax purposes.

"Investment Company Event" means that the Regular Trustees shall
have received an opinion of nationally recognized independent
counsel experienced in practice under the Investment Company Act of
1940, as amended (the "1940 Act"), that as a result of the
occurrence of a change in law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in
1940 Act Law"), the Trust is or will be considered an "investment
company" which is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after the date
of the Prospectus relating to the Debentures. In case of any
uncertainty regarding an Investment Company Event, the good faith
determination of the Regular Trustees, based on the advice of
counsel, shall be conclusive.

On and from the date fixed by the Regular Trustees for any
distribution of Debentures and dissolution of the Trust: (i) the
Securities will no longer be deemed to be outstanding, (ii) The
Depository Trust Company (the "Depository") or its nominee (or any
successor Clearing Agency or its nominee), as the record Holder of
the Preferred Securities, will receive a registered global
certificate or certificates representing the Debentures to be
delivered upon such distribution and any certificates representing
Securities, except for certificates representing Preferred
Securities held by the Depository or its nominee (or any successor
Clearing Agency or its nominee), will be deemed to represent
beneficial interests in the Debentures having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the Coupon Rate of, and accrued and
unpaid interest equal to accrued and unpaid Distributions, on such
Securities until such certificates are presented to the Debenture
Issuer or its agent for transfer or reissue.

(d) The Trust may not redeem fewer than all the outstanding Securities
unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or
before the date of redemption.

(e) If the Debentures are distributed to holders of the Securities,
pursuant to the terms of the Indenture, the Debenture Issuer will
use its best efforts to have the Debentures listed on the New York
Stock Exchange or on such other

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<PAGE>

exchange as the Preferred Securities were listed immediately prior
to the distribution of the Debentures.

(f) "Redemption or Distribution Procedures."

(i) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a
"Redemption/Distribution Notice") will be given by the Trust
by mail to each Holder of Securities to be redeemed or
exchanged not fewer than 30 nor more than 60 days before the
date fixed for redemption or exchange thereof which, in the
case of a redemption, will be the date fixed for redemption of
the Debentures. For purposes of the calculation of the date
of redemption or exchange and the dates on which notices are
given pursuant to this paragraph 4(f)(i), a
Redemption/Distribution Notice shall be deemed to be given on
the day such notice is first mailed by first-class mail,
postage prepaid, to Holders of Securities. Each
Redemption/Distribution Notice shall be addressed to the
Holders of Securities at the address of each such Holder
appearing in the books and records of the Trust. No defect in
the Redemption/Distribution Notice or in the mailing of either
thereof with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any
other Holder.

(ii) In the event that fewer than all the outstanding Securities
are to be redeemed, the Securities to be redeemed shall be
redeemed Pro Rata from each Holder of Preferred Securities, it
being understood that, in respect of Preferred Securities
registered in the name of and held of record by the Depository
(or any successor Clearing Agency) or any nominee, the
distribution of the proceeds of such redemption will be made
to such Clearing Agency Participant (or Person on whose behalf
such nominee holds such Securities) in accordance with the
procedures applied by such offering or nominee.

(iii) If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, which notice may only be
issued if the Debentures are redeemed as set out in this
paragraph 4 (which notice will be irrevocable), then (a) while
the Preferred Securities are in book-entry only form, with
respect to the Preferred Securities, by 12:00 noon, New York
City time, on the redemption date, provided that the Debenture
Issuer has paid the Property Trustee a sufficient amount of
cash in connection with the related redemption or maturity of
the Debentures, the Property Trustee will deposit irrevocably
with the Depositary (or successor Clearing Agency) funds
sufficient to pay the applicable Redemption Price with respect
to the Preferred

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<PAGE>

Securities and will give the Depository irrevocable
instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities, and (b) with respect to
Preferred Securities issued in definitive form and Common
Securities, provided that the Debenture Issuer has paid the
Property Trustee a sufficient amount of cash in connection
with the related redemption or maturity of the Debentures, the
Property Trustee will pay the relevant Redemption Price to the
Holders of such Securities by check mailed to the address of
the relevant Holder appearing on the books and records of the
Trust on the redemption date. If a Redemption/ Distribution
Notice shall have been given and funds deposited as required,
if applicable, then immediately prior to the close of business
on the date of such deposit, or on the redemption date, as
applicable, distributions will cease to accrue on the
Securities so called for redemption and all rights of Holders
of such Securities so called for redemption will cease, except
the right of the Holders of such Securities to receive the
Redemption Price, but without interest on such Redemption
Price. Neither the Regular Trustees nor the Trust shall be
required to register or cause to be registered the transfer of
any Securities that have been so called for redemption. If
any date fixed for redemption of Securities is not a Business
Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any
such delay) except that, if such Business Day falls in the
next calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on such date fixed for redemption.
If payment of the Redemption Price in respect of any
Securities is improperly withheld or refused and not paid
either by the Property Trustee or by the Sponsor as guarantor
pursuant to the relevant Preferred Securities Guarantee or
Common Securities Guarantee, Distributions on such Securities
will continue to accrue from the original redemption date to
the actual date of payment, in which case the actual payment
date will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.

(iv) Redemption/Distribution Notices shall be sent by the Regular
Trustees on behalf of the Trust to (a) in respect of the
Preferred Securities, the Depositary or its nominee (or any
successor Clearing Agency or its nominee) if the Global
Certificates have been issued or, if Definitive Preferred
Security Certificates have been issued, to the Holder thereof,
and (b) in respect of the Common Securities to the Holder
thereof.

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<PAGE>

(v) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws),
provided the acquiror is not the Holder of the Common
Securities or the obligor under the Indenture, the Sponsor or
any of its subsidiaries may at any time and from time to time
purchase outstanding Preferred Securities by tender, in the
open market or by private agreement.

5. VOTING RIGHTS -- PREFERRED SECURITIES.

(a) Except as provided under paragraphs 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

(b) If (i) the Trust fails to make Distributions in full on the
Preferred Securities for six consecutive quarterly Distribution
periods, or (ii) an Event of Default occurs and is continuing (each
of (i) and (ii) being an "Appointment Event"), then the Holders of
the Preferred Securities, acting as a single class, will be entitled
by the vote of a Majority in liquidation amount of the Preferred
Securities to appoint a Special Regular Trustee in accordance with
Section 5.6(a)(ii)(b) of the Declaration. Any Holder of Preferred
Securities (other than the Sponsor, or any Person directly or
indirectly controlling or controlled by or under direct or indirect
common control with the Sponsor) will be entitled to nominate any
Person to be appointed as Special Regular Trustee. For purposes of
determining whether the Trust has failed to make Distributions in
full for six consecutive quarterly Distribution periods,
Distributions shall be deemed to remain in arrears, notwithstanding
any payments in respect thereof, until full cumulative Distributions
have been or contemporaneously are paid with respect to all
quarterly Distribution periods terminating on or prior to the date
of payment of such cumulative Distributions. Not later than 30 days
after such right to appoint a Special Regular Trustee arises, the
Regular Trustees will convene a meeting for the purpose of
appointing a Special Regular Trustee. If the Regular Trustees fail
to convene such meeting within such 30-day period, the Holders of
10% in liquidation amount of the Preferred Securities will be
entitled to convene such meeting in accordance with Section 12.2 of
the Declaration. The record date for such meeting will be the close
of business on the Business Day that is one Business Day before the
day on which notice of the meeting is sent to the Holders. The
provisions of the Declaration relating to the convening and conduct
of the meetings of the Holders will apply with respect to any such
meeting.

A Special Regular Trustee may be removed without cause at any time
by vote of the Holders of a Majority in liquidation amount of the
Preferred Securities at a meeting of the Holders of the Preferred
Securities in accordance with

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<PAGE>

Section 5.6(a)(ii)(b) of the Declaration. The Holders of 10% in
liquidation amount of the Preferred Securities will be entitled to
convene such a meeting in accordance with Section 12.2 of the
Declaration. The record date for such meeting will be the close of
business on the Business Day which is one Business Day before the
day on which the notice of meeting is sent to Holders.
Notwithstanding the appointment of a Special Regular Trustee, the
Debenture Issuer shall retain all rights under the Indenture,
including the right to extend the interest payment period on the
Debentures.

Subject to the requirements set forth in this paragraph, the Holders
of a majority in liquidation amount of the Preferred Securities,
voting separately as a class may direct the time, method, and place
of conducting any proceeding for any remedy available to the
Property Trustee, or exercising any trust or power conferred upon
the Property Trustee under the Declaration, including (i) directing
the time, method, place of conducting any proceeding for any remedy
available to the Property Trustee, or exercising any trust or power
conferred on the Property Trustee with respect to the Debentures,
(ii) waive any past default and its consequences that is waivable
under Section 513 of the Indenture, or (iii) exercise any right to
rescind or annul a declaration that the principal of all the
Debentures shall be due and payable, provided, however, that, where
a consent under the Indenture would require the consent or act of
the Holders of greater than a majority in principal amount of
Debentures affected thereby (a "Super Majority"), the Property
Trustee may only give such consent or take such action at the
direction of the Holders of at least the proportion in liquidation
amount of the Preferred Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures
outstanding. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of the
Preferred Securities. Other than with respect to directing the
time, method and place of conducting any remedy available to the
Property Trustee or the Debenture Trustee as set forth above, the
Property Trustee shall not take any action in accordance with the
directions of the Holders of the Preferred Securities under this
paragraph unless the Property Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal
income tax the Trust will not fail to be classified as a grantor
trust. If the Property Trustee fails to enforce its rights under
the Declaration, any Holder of Preferred Securities may, after a
period of 30 days has elapsed from such Holder's written request to
the Property Trustee to enforce such rights, institute a legal
proceeding directly against any Person to enforce the Property
Trustee's rights under the Declaration without first instituting a
legal proceeding against the Property Trustee or any other Person.

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<PAGE>

Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities
convened for such purpose, at a meeting of all of the Holders of
Securities in the Trust or pursuant to written consent. The Regular
Trustees will cause a notice of any meeting at which Holders of
Preferred Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Preferred Securities. Each
such notice will include a statement setting forth (i) the date of
such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting
on which such Holders are entitled to vote or of such matter upon
which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

No vote or consent of the Holders of the Preferred Securities will
be required for the Trust to redeem and cancel Preferred Securities
or to distribute the Debentures in accordance with the Declaration
and the terms of the Securities.

Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any
of the Preferred Securities that are owned by the Sponsor or any
Affiliate of the Sponsor shall not be entitled to vote or consent
and shall, for purposes of such vote or consent, be treated as if
they were not outstanding.

6. VOTING RIGHTS -- COMMON SECURITIES.

(a) Except as provided under paragraphs 6(b), 6(c) and 7, and as
otherwise required by law and the Declaration, the Holders of the
Common Securities will have no voting rights.

(b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of
Trustees, subject to the exclusive right of the Holders of the
Preferred Securities to appoint, remove or replace a Special Regular
Trustee.

(c) Subject to Section 2.6 of the Declaration and only after the Event
of Default with respect to the Preferred Securities have been cured,
waived, or otherwise eliminated, and subject to the requirements of
the second to last sentence of this paragraph, the Holders of a
Majority in liquidation amount of the Common Securities, voting
separately as a class, may direct the time, method, and place of
conducting any proceeding for any remedy available to the Property
Trustee, or exercising any trust or power conferred upon the
Property Trustee under the Declaration, including (i) directing the
time,

A-11

<PAGE>

method, place of conducting any proceeding for any remedy available
to the Debenture Trustee, or exercising any trust or power conferred
on the Debenture Trustee with respect to the Debentures, (ii) waive
any past default and its consequences that is waivable under Section
606 of the Indenture, or (iii) exercise any right to rescind or
annul a declaration that the principal of all the Debentures shall
be due and payable, provided, however, that, where a consent or
action under the Indenture would require the consent or act of the
Holders of a Super Majority, the Property Trustee may only give such
consent or take such action at the direction of the Holders of at
least the proportion in liquidation amount of the Common Securities
which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding. Pursuant to this
paragraph 6(c), the Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of the
Preferred Securities. Other than with respect to directing the
time, method and place of conducting any remedy available to the
Property Trustee or the Debenture Trustee as set forth above, the
Property Trustee shall not take any action in accordance with the
directions of the Holders of the Common Securities under this
paragraph unless the Property Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal
income tax the Trust will not be classified as an association
taxable as a corporation or a partnership and that each Holder of
the Securities will be treated as owning an undivided beneficial
interest in the Debentures on account of such action. If the
Property Trustee fails to enforce its rights under the Declaration,
any Holder of Common Securities may, after a period of 30 days has
elapsed from such Holder's written request to the Property Trustee
to enforce such rights, institute a legal proceeding directly
against any Person to enforce the Property Trustee's rights under
the Declaration, without first instituting a legal proceeding
against the Property Trustee or any other Person.

Any approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened
for such purpose, at a meeting of all of the Holders of Securities
in the Trust or pursuant to written consent. The Regular Trustees
will cause a notice of any meeting at which Holders of Common
Securities are entitled to vote, or of any matter upon which action
by written consent of such Holders is to be taken, to be mailed to
each Holder of record of Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or
the date by which such action is to be taken, (ii) a description of
any resolution proposed for adoption at such meeting on which such
Holders are entitled to vote or of such matter upon which written
consent is sought and (iii) instructions for the delivery of proxies
or consents.

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<PAGE>

No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the
terms of the Securities.

7. AMENDMENTS TO DECLARATION AND INDENTURE.

(a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides
for, or the Regular Trustees otherwise propose to effect, (i) any
action that would materially adversely affect the powers,
preferences or special rights of the Securities, whether by way of
amendment to the Declaration or otherwise, or (ii) the dissolution,
winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding
Securities as a class, will be entitled to vote on such amendment or
proposal (but not on any other amendment or proposal) and such
amendment or proposal shall not be effective except with the
approval of the Holders of at least 66 2/3% in liquidation amount of
the Securities, voting together as a single class provided, however,
that, the rights of Holders of Preferred Securities under Article V
of the Declaration to appoint, remove or replace a Special Regular
Trustee shall not be amended without the consent of each Holder of
Preferred Securities, provided, further however, if any amendment or
proposal referred to in clause (i) above would materially adversely
affect only the Preferred Securities or the Common Securities, then
only the affected class will be entitled to vote on such amendment
or proposal and such amendment or proposal shall not be effective
except with the approval of 66 2/3% in liquidation amount of such
class of securities.

(b) In the event the consent of the Property Trustee as the holder of
the Debentures and the Preferred Securities Guarantee is required
under the Indenture with respect to any amendment, modification or
termination on the Indenture, the Debentures or the Preferred
Securities Guarantee, the Property Trustee shall request the
direction of the Holders of the Securities with respect to such
amendment, modification or termination and shall vote with respect
to such amendment, modification or termination as directed by a
Majority in liquidation amount of the Securities voting together as
a single class; provided, however, that where a consent under the
Indenture would require the consent of the Holders of a Super
Majority, the Property Trustee may only give such consent at the
direction of the Holders of at least the proportion in liquidation
amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures
outstanding; provided, further, that the Property Trustee shall not
take any action in accordance with the directions of the Holders of
the Securities under this paragraph 7(b) unless the Property Trustee
has obtained an opinion of tax

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<PAGE>

counsel to the effect that for the purposes of United States federal
income tax the Trust will not be classified as other than a grantor
trust.

8. PRO RATA.

A reference in these terms of the Securities to any payment, distribution or
treatment as being "Pro Rata" shall mean pro rata to each Holder of Securities
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Indenture has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding.

9. RANKING.

The Preferred Securities rank pari passu and payment thereon shall be made Pro
Rata with the Common Securities except that, where an Event of Default occurs
and is continuing under the Indenture in respect of the Debentures held by the
Property Trustee, the rights of Holders of the Common Securities to payment in
respect of Distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights to payment of the Holders of the Preferred
Securities.

10. LISTING.

The Regular Trustees shall use their best efforts to cause the Preferred
Securities to be listed for quotation on the New York Stock Exchange Limited.

11. ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE.

Each Holder of Preferred Securities and Common Securities, by the acceptance
thereof, agrees to the provisions of the Preferred Securities Guarantee and the
Common Securities Guarantee, respectively, including the subordination
provisions therein and to the provisions of the Indenture.

12. NO PREEMPTIVE RIGHTS.

The Holders of the Securities shall have no preemptive rights to subscribe for
any additional securities.

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<PAGE>

13. MISCELLANEOUS.

These terms constitute a part of the Declaration.

The Sponsor will provide a copy of the Declaration and the Preferred Securities
Guarantee and the Indenture to a Holder without charge on written request to the
Trust at its principal place of business.

These terms and the rights of the parties herewith shall be governed by and
interpreted in accordance with the laws of the State of Delaware and all rights
and remedies shall be governed by such laws without regard to principles of
conflict of laws.

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<PAGE>

ANNEX I

[IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE, INSERT: This
Preferred Security is a Global Certificate within the meaning of the Declaration
hereinafter referred to and is registered in the name of The Depository Trust
Company (the "Depositary") or a nominee of the Depositary. This Preferred
Security is exchangeable for Preferred Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depositary to a nominee of the Depository or by a nominee of the Depository to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

Unless this Preferred Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York) to the Trust or its
agent for registration of transfer, exchange or payment, and any Preferred
Security issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

Certificate Number Number of Preferred Securities

____________ ____________
CUSIP NO. __________

Certificate Evidencing Preferred Securities

NWPS CAPITAL FINANCING I

Preferred Securities.
(liquidation amount $25 per Preferred Security)

NWPS CAPITAL FINANCING I, a business trust formed under the laws of the State of
Delaware (the "Trust"), hereby certifies that _______________ (the "Holder") is
the registered owner of ________________ preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the _____% Trust Preferred Capital Securities (liquidation amount $25
per Preferred Security) (the "Preferred Securities"). The Preferred Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,

A-16

<PAGE>

preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of ___________, 1995, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Securities as set
forth in Exhibit A to the Declaration. Capitalized terms used herein but not
defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Preferred Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Declaration and is
entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal income tax
purposes, the Debentures as indebtedness and the Preferred Securities as
evidence of indirect beneficial ownership in the Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this day of
__________, 199 .

NWPS Capital Financing I

By:
-------------------------------
as Trustee

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

A-17
<PAGE>

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints

agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:

Signature:
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)

CHI2:1630.1

A-18

<PAGE>

ANNEX II

Certificate Number Number of Common Securities

____________ ____________

Certificate Evidencing Common Securities

NWPS CAPITAL FINANCING I

Common Securities.
(liquidation amount $25 per Common Security)

NWPS CAPITAL FINANCING I, a business trust formed under the laws of the State of
Delaware (the "Trust"), hereby certifies that ____________ (the "Holder") is the
registered owner of ________ common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the _____%
Trust Common Capital Securities (liquidation amount $25 per Common Security)
(the "Common Securities"). The Common Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer.
The designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Common Securities represented hereby are issued and shall
in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of ___________, 1995, as the same may
be amended from time to time (the "Declaration"), including the designation of
the terms of the Securities as set forth in Exhibit A to the Declaration.
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration.

The Holder is entitled to the benefits of the Common Securities Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration,
the Common Securities Guarantee and the Indenture to a Holder without charge
upon written request to the Trust at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Declaration and is
entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat for United States federal income tax
purposes the Debentures as indebtedness and the Common Securities as evidence of
indirect beneficial ownership in the Debentures.

A-19
<PAGE>

IN WITNESS WHEREOF, the Trust has executed this certificate this day of
___________, 199 .
NWPS Capital Financing I

By:
-------------------------------
as Trustee

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints

agent to transfer this Common Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:

Signature:
(Sign exactly as your name appears on the other side of this Common Security
Certificate)

A-20
<PAGE>

EXHIBIT B

SPECIMEN OF DEBENTURE

B-1
<PAGE>

EXHIBIT C
UNDERWRITING AGREEMENT

C-1

<PAGE>

Exhibit 4(a)(27)

FORM
OF
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
NWPS CAPITAL FINANCING II