NORTHWESTERN CORP, S-3, 1999-07-12

NORTHWESTERN CORP
S-3, 1999-07-12
ELECTRIC & OTHER SERVICES COMBINED

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As filed with the Securities and Exchange Commission on July 12, 1999

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NorthWestern Corporation Delaware 46-0172280
NorthWestern Capital Financing II Delaware Applied for
NorthWestern Capital Financing III Delaware Applied for
NorthWestern Capital Financing IV Delaware 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)

125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
(605) 978-2908
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)

Alan D. Dietrich
Vice President - Legal Administration and Corporate Secretary
NorthWestern Corporation
125 S. Dakota Avenue, Suite 1000
Sioux Falls, South Dakota 57104
(605) 978-2907
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With copies to:

Eric R. Jacobsen Robert J. Minkus
NorthWestern Corporation Schiff Hardin & Waite
Vice President, General 6600 Sears Tower
Counsel and Chief Legal Officer 233 S. Wacker Drive
125 S. Dakota Avenue, Suite 1100 Chicago, Illinois 60606
Sioux Falls, South Dakota 57104

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

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, 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. /__/

<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of each class of Amount to be price per offering registration
securities to be registered registered unit (1) price (1) fee (2)
------------------------------------------ ----------------- ----------- --------------- -------------

Mortgage Bonds (3) . . . . . . . . . . .
Senior Debt Securities (4) . . . . . . .
Subordinated Debt Securities (5) . . . .
Cumulative Preferred Stock,
$100 par value (6) . . . . . . . . .
Preference Stock, $50 par value (7) . . $500,000,000 (11) 100% $500,000,000 $139,000
Common Stock, $1.75 par value
and related Common Stock
Purchase Rights (8) . . . . . . . . .
Preferred Securities of
Subsidiary Trusts (9) (10) . . . . .

Common Stock, $1.75 par value,
and related Common Stock
Purchase Rights . . . . . . . . . . . (12) (13) (13) (13)
</TABLE>

(1) Estimated solely for the purpose of calculating the registration
fee.
(2) Pursuant to Rule 429(b) of the Securities Act, the prospectus
included in this Registration Statement also covers $220,000,000
of securities from a previous registration statement
(No. 333-58491), as to which a registration fee of $61,160 was
paid.
(3) In no event will the aggregate initial price of the Mortgage
Bonds exceed $500,000,000 (or the equivalent thereof in one or
more foreign currencies or composite currencies) or, if any such
Mortgage Bonds are issued at an original issue discount, such
greater principal amount as shall result in an aggregate initial
offering price of $500,000,000.
(4) In no event will the aggregate initial price of the Senior Debt
Securities exceed $500,000,000 (or the equivalent thereof in one
or more foreign currencies or composite currencies) or, if any
such Senior Debt Securities are issued at an original issue
discount, such greater principal amount as shall result in an
aggregate initial offering price of $500,000,000.
(5) In no event will the aggregate initial price of the Subordinated
Debt Securities exceed $500,000,000 (or the equivalent thereof in
one or more foreign currencies or composite currencies) or, if
any such Subordinated Debt Securities are issued at an original
issue discount, such greater principal amount as shall result in
an aggregate initial offering price of $500,000,000.
(6) In no event will the aggregate initial price of the Cumulative
Preferred Stock exceed $500,000,000.
(7) In no event will the aggregate initial price of the Preference
Stock exceed $500,000,000.
(8) In no event will the aggregate initial price of the Common Stock
exceed $500,000,000 or, if applicable, such lesser amount as is
provided in Rule 415.
(9) In no event will the aggregate initial price of the Preferred
Securities of Subsidiary Trusts exceed $500,000,000 (or the
equivalent thereof in one or more foreign currencies or composite
currencies) or, if any such Preferred Securities are issued at an
original issue discount, such greater principal amount as shall
result in an aggregate initial offering price of $500,000,000.
(10) Includes the guarantees of NorthWestern Corporation, for which no
separate consideration will be received.
(11) In no event will the aggregate initial price of the Mortgage
Bonds, Senior Debt Securities, Subordinated Debt Securities,
Cumulative Preferred Stock, Preference Stock and Common Stock
referred to in footnotes (3) through (8) (or, where Subordinated
Debt Securities are issued to Subsidiary Trusts, Preferred
Securities of Subsidiary Trusts referred to in footnote (9))
exceed $500,000,000.
(12) Such indeterminate number of shares of Common Stock as may be
issuable upon conversion or exchange of any Mortgage Bonds,
Senior Debt Securities, Subordinated Debt Securities, Cumulative
Preferred Stock or Preference Stock that provide for conversion
or exchange into Common Stock.

iii

(13) No separate consideration will be received for the shares of
Common Stock issued upon conversion or exchange of Mortgage
Bonds, Senior Debt Securities, Subordinated Debt Securities,
Cumulative Preferred Stock or Preference Stock.

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 1993 or until
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to Rule 429(b) of the Securities Act, the prospectus
contained in this Registration Statement constitutes a Combined
Prospectus that also relates to Registration No. 333-58491.

The information in this prospectus is not complete and may be changed.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

Subject to Completion, Dated July 12, 1999

PROSPECTUS

[LOGO]
$720,000,000

NORTHWESTERN CORPORATION
MORTGAGE BONDS
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
CUMULATIVE PREFERRED STOCK
PREFERENCE STOCK
COMMON STOCK

NORTHWESTERN CAPITAL FINANCING II
NORTHWESTERN CAPITAL FINANCING III
NORTHWESTERN CAPITAL FINANCING IV
PREFERRED SECURITIES
Guaranteed to the extent described in this prospectus by
NorthWestern Corporation
--------------------------------------------------------

NorthWestern Corporation may offer mortgage bonds, senior debt
securities, subordinated debt securities, shares of cumulative
preferred stock, shares of preference stock and shares of its common
stock.

NorthWestern Capital Financing II, NorthWestern Capital Financing
III and NorthWestern Capital Financing IV may offer preferred
securities that will be guaranteed by NorthWestern Corporation to the
extent described in this prospectus.

We may offer these securities from time to time, in amounts, on
terms and at prices that we will determine at the time they are
offered for sale. We will describe these terms and prices in more
detail in one or more supplements to this prospectus, which will be
distributed at the time the securities are offered.
-----------------------------------------------------

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
-------------------------------------------------------

NorthWestern's common stock is listed on the New York Stock
Exchange under the symbol "NOR." Each prospectus supplement offering
any other securities will state whether those securities are listed or
will be listed on any national securities exchange.
-----------------------------------------------------

We may sell the securities to or through underwriters, through
dealers or agents, directly to purchasers or through a combination of
these methods. If an offering of securities involves any
underwriters, dealers or agents, then the applicable prospectus
supplement will name the underwriters, dealers or agents and will
provide information regarding any fee, commission or discount
arrangement made with those underwriters, dealers or agents.

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

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

The date of this prospectus is ______________________, 1999.

TABLE OF CONTENTS

Page
----

Available Information . . . . . . . . . . . . . . . . . . . . . . . . 4
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . 4
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . 5
NorthWestern . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Ratio of Earnings to Fixed Charges and Earnings to Combined
Fixed Charges and Preferred Dividends . . . . . . . . . . . . . 7
Description of Mortgage Bonds . . . . . . . . . . . . . . . . . . . . 8
Description of Debt Securities . . . . . . . . . . . . . . . . . . . 22
Description of Preferred Stock and Preference Stock . . . . . . . . . 33
Description of Common Stock . . . . . . . . . . . . . . . . . . . . . 38
Description of the Trusts' Preferred Securities . . . . . . . . . . . 41
Description of the Guarantees . . . . . . . . . . . . . . . . . . . . 54
Relationship Among the Preferred Securities, the Subordinated Debt
Securities and the Guarantees . . . . . . . . . . . . . . . . . 57
Book-Entry Issuance . . . . . . . . . . . . . . . . . . . . . . . . . 59
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 63
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

AVAILABLE INFORMATION

NorthWestern Corporation files reports, proxy statements and
other information with the Securities and Exchange Commission. You
may read and copy any of these reports, proxy statements and other
information at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0030. The SEC also maintains a site on the World Wide Web
that contains reports, proxy statements and other information
regarding NorthWestern. The address of the SEC's Web site is
http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-3
under the Securities Act of 1933 with respect to the securities
offered by this prospectus. This prospectus constitutes a part of the
registration statement. Other parts of the registration statement are
omitted from this prospectus in accordance with the rules and
regulations of the SEC. You may inspect copies of the full
registration statement, including the exhibits, at the SEC's Public
Reference Room or through the SEC's Web site.

This prospectus does not include separate financial statements of
NorthWestern Capital Financing II, NorthWestern Capital Financing III
and NorthWestern Capital Financing IV. We do not believe that those
financial statements would be material to investors because each of
those issuers is a special purpose trust, with no operating history or
independent operations, that will not engage in any activity other
than holding, as trust assets, the subordinated debt securities of
NorthWestern and issuing its preferred securities and common
securities as described below. Furthermore, taken together,
NorthWestern's obligations under the subordinated debt securities held
by a trust, the related indenture, the applicable trust declaration
and the related guarantee provide, in the aggregate, a full,
irrevocable and unconditional guarantee of payment with respect to the
preferred securities. For this reason, NorthWestern does not expect
that NorthWestern Capital Financing II, NorthWestern Capital
Financing III or NorthWestern Capital Financing IV will file reports
with the SEC pursuant to the Securities Exchange Act of 1934.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC permits us to "incorporate by reference" information into
this prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The following documents filed by
NorthWestern with the SEC pursuant to the Securities Exchange Act are
incorporated by reference into this prospectus:

1. NorthWestern's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.

2. NorthWestern's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.

3. The description of NorthWestern's common stock contained in
its registration statement on Form S-3 (registration no.
33-60423), and any document filed which updates that
description.

4. The description of NorthWestern's Common Stock Purchase
Rights contained in its registration statement on Form 8-A,
dated December 11, 1996, and any document filed which
updates that description.

5. All documents filed by NorthWestern with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act after the date of this prospectus and prior to
the termination of the offering made by this prospectus.

To the extent two statements are inconsistent, the more recent
statement supersedes the older one. For example, if a statement
contained in this prospectus is inconsistent with a statement in one
of the documents listed in paragraphs 1 through 4 above, the statement
in this prospectus would be more recent and would supersede the one
incorporated by reference.

Each person who receives a copy of this prospectus has the right
to receive a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with
this prospectus. NorthWestern will provide any copies without charge.
If you would like any copies, please call or write to Alan D.
Dietrich, Vice President - Legal Administration and Corporate
Secretary, NorthWestern Corporation, 125 S. Dakota Avenue, Suite 1000,
Sioux Falls, South Dakota 57104, telephone number: (605) 978-2907.

FORWARD-LOOKING STATEMENTS

Some of the matters discussed in this prospectus, in any
accompanying prospectus supplement and in the documents incorporated
by reference are forward-looking statements within the meaning of the
securities laws. NorthWestern cautions that, while we believe these
statements to be based on reasonable assumptions and make them in good
faith, there can be no assurance that the actual results will not
differ materially from those assumptions or that the expectations set
forth in the forward-looking statements derived from those assumptions
will be realized. Investors should be aware of important factors that
could have a material impact on future results. These factors
include, but are not limited to: weather, the federal and state
regulatory environment, the economic climate, regional, commercial,
industrial and residential growth in the service territories served by
NorthWestern and its subsidiaries, customers' usage patterns and
preferences, the speed and degree to which competition enters
NorthWestern's industries, the timing and extent of changes in

commodity prices, and changing conditions in the capital and equity
markets.

NORTHWESTERN

NorthWestern is a nationwide diversified energy,
telecommunications and related services provider. It generates and
distributes electric energy to approximately 56,000 customers in
eastern South Dakota. NorthWestern also purchases, distributes, sells
and transports natural gas to approximately 79,000 customers in
central Nebraska and eastern South Dakota. NorthWestern, through its
majority-owned subsidiaries, also owns approximately 30% of
Cornerstone Propane Partners, L.P., a publicly traded master limited
partnership for which a subsidiary of NorthWestern serves as managing
general partner. Cornerstone serves more than 440,000 propane
customers in 34 states. NorthWestern, through its consolidated and
unconsolidated subsidiaries, is also engaged in certain non-energy
manufacturing industries and owns companies engaged in heating,
ventilation and air conditioning and telecommunications and data
services. NorthWestern was incorporated under the laws of the State
of Delaware in 1923. NorthWestern has its principal office at
125 S. Dakota Avenue, Suite 1100, Sioux Falls, South Dakota 57104.
Its telephone number is (605) 978-2908.

THE TRUSTS

Each of NorthWestern Capital Financing II, NorthWestern Capital
Financing III and NorthWestern Capital Financing IV is a Delaware
statutory business trust formed pursuant to a declaration of trust
executed by NorthWestern, as sponsor, and the trustees appointed by
NorthWestern, as trustees. In this prospectus, we refer to them
collectively as the "Trusts." Each Trust exists for the exclusive
purposes of issuing common and preferred securities representing
undivided beneficial ownership interests in the assets of the Trust and
investing the gross proceeds from the sale of those securities in
subordinated debt securities of NorthWestern. NorthWestern will
directly or indirectly own all of the common securities of each Trust.
The common securities will rank on a parity with the preferred
securities, and payments on both classes will be made proportionately,
except that, upon an event of default under the applicable trust
declaration, the rights of the holders of the common securities to
receive payment of distributions and other amounts will be
subordinated to the rights of the holders of the preferred securities.
NorthWestern will directly or indirectly acquire common securities in
an aggregate liquidation amount equal to 3% of the total capital of
each Trust. Each Trust has a term of approximately 55 years but may
dissolve earlier, as provided in the applicable trust declaration.
NorthWestern will pay all fees and expenses related to the Trusts and
the offering of their securities. NorthWestern also will guarantee
the payment of amounts due on the Trusts' securities as described
under "Description of the Guarantees." The principal place of

business of each Trust is c/o NorthWestern, 125 S. Dakota Avenue,
Suite 1100, Sioux Falls, South Dakota 57104, telephone (605) 978-2908.

The business and affairs of each Trust will be conducted by the
trustees appointed by NorthWestern as the holder of all the common
securities. A majority of the trustees will be persons who are
employees or officers of or who are affiliated with NorthWestern. One
trustee of each Trust will be a financial institution that is not
affiliated with NorthWestern and has aggregate capital, surplus and
undivided profits of not less than $50,000,000. This trustee will act
as "Property Trustee" under the applicable trust declaration and as an
indenture trustee for purposes of the Trust Indenture Act of 1939.
The initial Property Trustee of each Trust is Wilmington Trust
Company, a Delaware banking corporation, which maintains a principal
place of business in Delaware. If the Property Trustee ceases to have
its principal place of business in Delaware, each Trust also must have
a "Delaware Trustee" that maintains a principal place of business in
the State of Delaware and otherwise meets the requirements of
applicable law. The holder of the common securities will be entitled
to appoint, remove, replace or change the number of the trustees of
each Trust. The trust declaration of each Trust governs the duties
and obligations of the trustees for that Trust.

USE OF PROCEEDS

Except as may be set forth in the applicable prospectus
supplement, NorthWestern will use the net proceeds from the sale of
any securities it offers for general corporate purposes, which may
include the repayment of indebtedness, capital expenditures, working
capital and other investments in, or acquisitions of, businesses and
assets. Pending application of the net proceeds for specific
purposes, NorthWestern may invest them in short-term or marketable
securities. If NorthWestern has made any specific allocations of
proceeds to a particular purpose at the date of any prospectus
supplement, they will be described in that prospectus supplement.

Each Trust will use all of the proceeds received from the sale of
its securities to purchase subordinated debt securities from
NorthWestern. Unless otherwise set forth in the applicable prospectus
supplement, the net proceeds to NorthWestern from the sale of
subordinated debt securities to a Trust will be added to
NorthWestern's general funds and used for general corporate purposes.

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 NorthWestern for the fiscal years ended December 31, 1994, 1995,
1996, 1997 and 1998, and for the three-month period ended March 31,
1999. For the purpose of calculating these ratios, "earnings" consist
of income from continuing operations before income taxes and minority

interest, "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
(consisting solely of shares of Cumulative Preferred Stock)
outstanding during the periods.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Year Ended December 31, Quarter
---------------------------------------------- Ended
March 31,
1994 1995 1996 1997 1998 1999 (1)
---- ---- ---- ---- ---- -----------

Ratio of Earnings to Fixed Charges . . 3.4 3.4 3.2 3.0 3.1 5.9

Ratio of Earnings to Combined
Fixed Charges and Preferred
Dividends . . . . . . . . . . . . . 3.4 3.1 2.7 2.6 2.8 5.0
</TABLE>

(1) Results for quarter ended March 31, 1999 are not necessarily
indicative of results for the year ended December 31, 1999.

DESCRIPTION OF MORTGAGE BONDS

The Mortgage Bonds will be bonds, notes or other evidences of
indebtedness authenticated and delivered under a General Mortgage
Indenture and Deed of Trust, dated as of August 1, 1993, between
NorthWestern and The Chase Manhattan Bank (as successor to The Chase
Manhattan Bank, N.A.), as trustee (the "Bond Trustee"). In this
prospectus, we refer to this General Mortgage and Deed of Trust, as
supplemented by various supplemental indentures, as the "Mortgage." A
copy of the Mortgage, as supplemented to date, has been filed as an
exhibit to the registration statement of which this prospectus forms a
part, and the supplemental indenture relating to any series of
Mortgage Bonds will be filed as an exhibit to or incorporated by
reference in the registration statement at or prior to the time of
issuance of that series of Mortgage Bonds.

The following summary of Mortgage is not complete and is subject
to, and qualified in its entirety by, the provisions of the Mortgage.
Capitalized terms used under this heading which are not otherwise
defined in this prospectus have the meanings given them in the
Mortgage. 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 Mortgage.

GENERAL

The maximum principal amount of Mortgage Bonds which may be
issued under the Mortgage is limited to $500,000,000, but NorthWestern
and the Bond Trustee may enter into supplemental indentures to
increase that amount without the consent of the holders of outstanding
Mortgage Bonds. As of June 30, 1999, there were outstanding $20
million of 6.99% Series Mortgage Bonds due 2002, $60 million of 7.10%
Series Mortgage Bonds due 2005 and $55 million of 7% Series Mortgage
Bonds due 2023. Additional Mortgage Bonds may be issued under the
Mortgage on the basis of property additions, retired bonds and cash.
See "Issuance of Additional Mortgage Bonds" below. If NorthWestern
uses this prospectus to offer any Mortgage Bonds, an accompanying
prospectus supplement will describe the following terms of the
Mortgage Bonds being offered:

- the title (series designation)
- any limit upon aggregate principal amount
- the percentage of principal amount at which they will be
issued
- the principal repayment dates
- the interest rates and the date interest begins to accrue
(or the method of determining them) and the basis for
calculating interest
- the bases for issuance
- the terms and conditions of optional redemption, if any,
including periods, dates and prices
- the terms and conditions of mandatory or sinking fund
redemption, including periods, dates and prices
- the denominations, other currencies

While the Mortgage requires NorthWestern to maintain 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.

Mortgage Bonds may be issued as discount bonds, which may be sold
at a discount below their principal amount. These Mortgage Bonds, as
well as other Mortgage Bonds that are not issued at a discount below
their principal amount, may be deemed to have been issued with
"original issue discount" for United States federal income tax
purposes. The applicable prospectus supplement will describe any
special United States federal income tax considerations applicable to
Mortgage Bonds issued with original issue discount, including discount
bonds. In addition, the applicable prospectus supplement will
describe any special United States federal income tax considerations
or other restrictions or terms applicable to any series of Mortgage
Bonds that is issuable in bearer form, offered exclusively to United
States aliens, denominated in a currency other than United States
dollars or having other special characteristics.

Other than the security afforded by the lien of the Mortgage and
the restrictions on the issuance of additional Mortgage Bonds, there
are no provisions of the Mortgage which afford the holders of the
Mortgage Bonds protection in the event of a highly leveraged
transaction, reorganization, restructuring, merger or similar
transaction involving NorthWestern. See "Consolidation, Merger,
Conveyance, Transfer or Lease" below.

REDEMPTION OF THE MORTGAGE BONDS

If the series of Mortgage Bonds being offered is subject to
optional or mandatory redemption, these terms will be described in the
applicable prospectus supplement. Except as otherwise 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 NorthWestern may state
that the redemption will be conditioned upon receipt by the Bond
Trustee, on or prior to the date fixed for redemption, of money
sufficient to pay the principal of and any premium and interest on the
Mortgage Bonds being redeemed. In that event, if the required amount
of money has not been so received, then the notice of redemption will
be of no force and effect and NorthWestern will not be required to
redeem the Mortgage Bonds. (See Section 5.04.)

SECURITY

Except as discussed below, Mortgage Bonds issued under the
Mortgage will be secured primarily by the lien of the Mortgage on
NorthWestern'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 NorthWestern 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). Unless NorthWestern otherwise elects, the
lien of the Mortgage does not extend to any properties that
NorthWestern acquired in the States of North Dakota and Iowa after
August 1, 1993.

The lien of the Mortgage is subject to permitted liens,
including:

- tax liens and other governmental charges which are not
delinquent and which are being contested

- construction and materialmen's liens
- judgment liens, easements, reservations and rights of others
(including governmental entities) in, and defects of title
in, property of NorthWestern
- leasehold interests
- liens on NorthWestern's pollution control and sewage and
solid waste facilities
- other liens and encumbrances. (See Section 1.01.)

The following, among other things, are excepted from the lien of
the Mortgage:

- cash and securities not paid to, deposited with or held by
the Bond Trustee under the Mortgage
- contracts, leases and other agreements of all kinds,
contract rights, bills, notes and other instruments,
accounts receivable, claims, intellectual property rights
and other general intangibles
- permits, licenses and franchises
- automobiles, other vehicles, movable equipment, aircraft and
vessels
- goods, wares and merchandise held for sale in the ordinary
course of business or for use by or for the benefit of
NorthWestern
- fuel, materials, supplies and other personal property
consumable in the operations of NorthWestern'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 or branch
trunk lines or field gathering lines connecting wells with
main or branch trunk lines I.electric energy, gas, steam,
water and other products generated, produced or purchased
- leasehold interests
- books and records. (See Granting Clauses.)

Without the consent of the holders of any Mortgage Bonds,
NorthWestern and the Bond Trustee may enter into supplemental
indentures to extend the lien of the Mortgage to additional property,
whether or not used in NorthWestern's electric or gas utility
businesses, including property which would otherwise be excepted from
the Mortgage lien. (See Section 14.01.) This additional property, so
long as it would otherwise constitute "Property Additions" (as
described below), would then be available as a basis for the issuance
of Mortgage Bonds. See "Issuance of Additional Mortgage Bonds" below.

The Mortgage contains provisions subjecting after-acquired
property to the lien of the Mortgage. These provisions are limited in
the case of consolidation or merger (whether or not NorthWestern is
the surviving corporation) or sale of substantially all of
NorthWestern's assets. In the event NorthWestern consolidates, merges
or transfers all the Mortgaged Property as or substantially as an

entirety, the Mortgage lien will only be required to extend to
properties acquired by the successor corporation from NorthWestern in
or as a result of the transaction, together with improvements,
extensions and additions to those properties and renewals,
replacements and substitutions of or for any part or parts of those
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.

The Mortgage provides that the Bond Trustee will have a lien,
prior to the lien on behalf of the holders of Mortgage Bonds, upon the
mortgaged property (including any money collected 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

(1) 75% of the cost or fair value (whichever is less) of
Property Additions which do not constitute "bonded" Property
Additions, after specified deductions and additions, primarily
including adjustments to offset property retirements. "Bonded"
Property Additions are those that have been made the basis of the
authentication and delivery of Mortgage Bonds, the release of
Mortgaged Property or cash withdrawals.

(2) The aggregate principal amount of Mortgage Bonds no
longer outstanding under the Mortgage, including Mortgage Bonds
deposited under any sinking or analogous funds, which have not
been used for other purposes under the Mortgage and which are not
to be paid, redeemed or otherwise retired by the application of
funded cash.

(3) Any cash deposited with the Bond Trustee.

In general, NorthWestern may not issue Mortgage Bonds unless its
Adjusted Net Earnings (as described below) for 12 consecutive months
within the preceding 18 months were at least one and three-fourths
times the Annual Interest Requirements on all Mortgage Bonds then
outstanding or applied for, and all other indebtedness secured by a
lien prior to the lien of the Mortgage, except that this net earnings
test does not apply if the additional Mortgage Bonds to be issued have

no stated interest rate prior to maturity. NorthWestern is not
required to satisfy the net earnings requirement prior to issuing
Mortgage Bonds in replacement of retired Mortgage Bonds unless the
stated maturity of the retired Mortgage Bonds is more than five years
after the date NorthWestern proposes to replace them and the stated
interest rate, if any, on the retired Mortgage Bonds immediately prior
to maturity is less than the initial stated interest rate, if any, on
the replacement Mortgage Bonds. (See Section 1.03 and Article Four.)

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 (including 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
NorthWestern's books of account; and any refund of revenues previously
collected or accrued by NorthWestern 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 Bond 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 the series
(unless NorthWestern's order requesting the authentication and
delivery of 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 NorthWestern and is subject to the lien of the Mortgage, except any
property the cost of acquisition or construction of which is properly
chargeable to an operating expense account of NorthWestern. (See
Section 1.04.)

RELEASE OF PROPERTY

NorthWestern may obtain the release from the lien of the 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 NorthWestern with
the proceeds of, or otherwise in connection with, such release) equals
or exceeds an amount equal to 133- % of the aggregate principal amount
of Mortgage Bonds outstanding.

The Mortgage provides simplified procedures for the release of
minor properties and property taken by eminent domain and provides for
dispositions of obsolete property and grants of surrender of certain
rights without any release or consent by the Bond Trustee.

If any property released from the lien of the Mortgage continues
to be owned by NorthWestern, the Mortgage will not become a lien on
any improvement, extension or addition to the property or renewals,

replacements or substitutions of or for any part or parts of the
property. (See Article Eight.)

WITHDRAWAL OF CASH

Subject to certain limitations, NorthWestern may withdraw cash
held by the Bond Trustee to the extent of the cost or fair value
(whichever is less) of unbonded Property Additions, after deductions
and additions primarily including adjustments to offset retirements.
Alternatively, NorthWestern may withdraw cash held by the Bond Trustee
in an amount equal to 133- % of the aggregate principal amount of
Mortgage Bonds that NorthWestern would be entitled to issue on the
basis of retired Mortgage Bonds (with any withdrawal being in lieu of
the issuance of those bonds), or in an amount equal to 133- % of the
aggregate principal amount of any outstanding Mortgage Bonds delivered
to the Bond Trustee. In addition, the Bond Trustee may, upon the
request of NorthWestern, use cash to purchase Mortgage Bonds (at
prices not exceeding 133- % of the principal amount thereof) or to
redeem or pay at stated maturity Mortgage Bonds, with any Mortgage
Bonds received by the Bond Trustee pursuant to these provisions being
canceled by the Bond Trustee. (See Section 8.06.) Notwithstanding
the foregoing, cash deposited with the Bond Trustee as the basis for
authentication and delivery of Mortgage Bonds may only be withdrawn in
an amount equal to the aggregate principal amount of Mortgage Bonds
NorthWestern would be entitled to issue on any basis (with any
withdrawal being in lieu of the issuance of those bonds), or may, upon
the request of NorthWestern, be used to purchase, redeem or pay
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

NorthWestern 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 the transaction is
on terms that will fully preserve the lien and security of the
Mortgage and the rights and powers of the Bond Trustee and the holders
of Mortgage Bonds, and the successor corporation or person is
organized and existing under the laws of the United States of America
or any state or territory thereof or the District of Columbia, and
executes and delivers to the Bond Trustee a supplemental indenture.
This supplemental indenture must contain an assumption by the
successor corporation or person of the due and punctual payment of the
principal of and any premium and interest on the Mortgage Bonds and
the performance of all of the covenants of NorthWestern under the
Mortgage and contains a grant, conveyance, transfer and mortgage by
the successor corporation or person confirming the lien of the
Mortgage on the Mortgaged Property and subjecting to the lien all
property thereafter acquired which constitutes an improvement,
extension or addition to the Mortgaged Property or a renewal,
replacement or substitution of or for any part thereof. At the
election of the successor corporation or person, the supplemental

indenture may contain a provision subjecting to the lien of the
Mortgage any other property then owned or thereafter acquired by the
successor as it may specify. In the case of a lease of the Mortgaged
Property, the lease will be made expressly subject to termination by
NorthWestern or the Bond Trustee at any time during the continuance
of an event of default under the Mortgage. (See Section 13.01.)

The Mortgage does not contain provisions requiring the repurchase
of the Mortgage Bonds upon the change in control of NorthWestern.

MODIFICATION OF MORTGAGE

Without the consent of the holders of any Mortgage Bonds,
NorthWestern and the Bond Trustee may enter into one or more
supplemental indentures for any of the following purposes:

- to evidence the succession of another person to NorthWestern
and the assumption by any successor of the covenants of
NorthWestern in the Mortgage and in the Mortgage Bonds

- to add one or more covenants of NorthWestern or other
provisions for the benefit of all holders of Mortgage Bonds
or for the benefit of the holders of, or to remain in effect
only so long as there are outstanding, Mortgage Bonds of one
or more specified series, or one or more tranches thereof,
or to surrender any right or power conferred upon
NorthWestern by the Mortgage

- to correct or amplify the description of any property
subject to the lien of the Mortgage, or better to assure,
convey and confirm to the Bond Trustee any property subject
or required to be subjected to the lien of the Mortgage, or
to subject to the lien of the Mortgage additional property

- to convey, transfer and assign to the Bond Trustee, and to
subject to the lien of the Mortgage, property of
subsidiaries of NorthWestern which is or will be used for
one or more of the primary purposes of NorthWestern's
business

- to change or eliminate any provision of the Mortgage or to
add any new provision to the Mortgage, provided that any
change, elimination or addition that adversely affects the
interests of the holders of any series or tranche of
Mortgage Bonds in any material respect will not become
effective with respect to that series or tranche

- to establish the form or terms of the Mortgage Bonds of any
series or tranche as permitted by the Mortgage

- to provide for the authentication and delivery of bearer
securities and coupons representing interest, if any,

thereon and for the procedures for the registration,
exchange, replacement and voting of bearer securities and
related matters

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

- to provide the procedures required for a noncertificated
system of registration for all, or any series or tranche of,
the Mortgage Bonds

- to change any place where (1) payments on the Mortgage Bonds
of any series or tranche will be made, (2) the Mortgage
Bonds of any series or tranche may be surrendered for
registration of transfer or for exchange or (3) notices and
demands to or upon NorthWestern in respect of the Mortgage
Bonds of any series or tranche and the Mortgage may be
served

- to cure any ambiguity in the Mortgage, to correct or
supplement any provision which may be defective or
inconsistent with any other provision in the Mortgage, or to
make any other changes and additions with respect to matters
and questions arising under the 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

- to reflect changes in generally accepted accounting
principles

- to provide the terms and conditions of the exchange or
conversion, at the option of the holders of Mortgage Bonds
of any series, of those Mortgage Bonds for or into Mortgage
Bonds of another series or stock or other securities of
NorthWestern or any other corporation

- to change the words "Mortgage Bonds" to "First Mortgage
Bonds" in the descriptive title of all outstanding Mortgage
Bonds at any time

- to comply with the rules or regulations of any national
securities exchange on which any of the Mortgage Bonds may
be listed

- to increase the aggregate principal amount of Mortgage Bonds
which may be authenticated and delivered under the Mortgage

(See Section 14.01.)

Without limiting the generality of the foregoing, if the Trust
Indenture Act is amended in such a way as to require changes to the

Mortgage or to permit changes to, or the elimination of, provisions
which the Trust Indenture Act previously required to be contained in
the Mortgage, NorthWestern and the Bond Trustee may, without the
consent of the holders of any Mortgage Bonds, enter into one or more
supplemental indentures to evidence or effect that amendment. (See
Sections 14.01.)

Except as provided above, the Mortgage may not be amended or
supplemented without bond holder approval. In most instances, the
holders of not less than a majority in aggregate principal amount of
the outstanding Mortgage Bonds of all series or tranches that are
affected by the proposed supplemental indenture, considered as one
class, is sufficient to approve a supplemental indenture. However, a
supplemental indenture that does any of the following must be approved
by each holder of the outstanding Mortgage Bonds that would be
directly affected:

- changes the stated maturity of the principal of, or any
installment of principal of or interest on, any Mortgage
Bond

- reduces the principal amount of any Mortgage Bond or the
rate of interest thereon (or the amount of any installment
of interest thereon) or changes the method of calculating
such rate or reduces any premium payable upon the redemption
thereof, or reduces the amount of the principal of a
discount bond that would be due and payable upon a
declaration of acceleration of maturity or changes the coin
or currency (or other property) in which any Mortgage Bond
or any premium or the interest thereon is payable

- impairs 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)

- permits the creation of any lien ranking prior to the lien
of the Mortgage with respect to all or substantially all of
the Mortgaged Property or terminates the lien of the
Mortgage on all or substantially all of the Mortgaged
Property, or deprives a holder of the benefit of the
security of the lien of the Mortgage

- reduces the percentage in principal amount of the
outstanding Mortgage Bonds of such series or tranche, the
consent of the holders of which is required to enter into
any supplemental indenture or to waive compliance with any
provision of the Mortgage or any default thereunder and its
consequences, or reduces the requirements for quorum or
voting

- modifies certain of the provisions of the 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 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 are 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 those series or
tranches with respect to that covenant or other provision, will be
deemed not to affect the rights under the Mortgage of the holders of
the Mortgage Bonds of any other series or tranche. (See Section
14.02.)

WAIVER

The holders of at least a majority in aggregate principal amount
of all Mortgage Bonds may waive NorthWestern's obligations to comply
with covenants requiring it to maintain its corporate existence and
properties, pay taxes and discharge liens, maintain insurance and make
filings necessary to protect the security of the holders of Mortgage
Bonds and the rights of the Bond Trustee, provided that the waiver
occurs before the time compliance is required. The holders of at
least a majority in 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
NorthWestern's obligation to maintain an office or agency where
Mortgage Bonds of those series or tranches may be surrendered for
payment, registration, transfer or exchange, and compliance with any
other covenant specified in a supplemental indenture respecting those
series or tranches. (See Section 6.09.)

EVENTS OF DEFAULT

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

- failure to pay interest on any Mortgage Bond within 60 days
after it becomes due

- failure to pay principal of or premium, if any, on any
Mortgage Bond within 15 days after its maturity

- failure to perform or breach of any covenant or warranty of
NorthWestern in the Mortgage (other than a covenant to pay
interest, principal or premium with respect to any Mortgage
Bond) for a period of 60 days after NorthWestern receives a
notice of default, subject to extension as described below

- Specified events relating to reorganization, bankruptcy and
insolvency of NorthWestern and appointment of a receiver or
trustee for its property (See Section 10.01.)

Either the Bond Trustee or the holders of at least 50% in
principal amount of outstanding Mortgage Bonds may give a notice of
default specifying the default or breach and requiring it to be
remedied. The Bond Trustee (if it gave the notice), or the Bond
Trustee and the holders of at least the same principal amount of
Mortgage Bonds as gave the notice (if bondholders gave the notice) may
agree to extend the 60-day period prior to its expiration and will be
deemed to have agreed to an extension as long as NorthWestern has
initiated and is diligently pursuing corrective action.

REMEDIES

If an Event of Default occurs and is continuing, then the Bond
Trustee or the holders of not less than a majority in principal amount
of the Mortgage Bonds then outstanding may declare the principal
amount (or if the Mortgage Bonds are discount bonds, any portion of
the principal amount that may be provided pursuant to the terms of the
Mortgage) of all of the Mortgage Bonds, together with any premium and
interest accrued thereon, to be immediately due and payable. At any
time after 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 is obtained by the
Bond Trustee as provided in the Mortgage, the Event or Events of
Default giving rise to the declaration of acceleration will be deemed
to have been waived, and the declaration rescinded and annulled, if:

- NorthWestern has paid the Bond Trustee a sum sufficient to
pay:

- any overdue interest on all Mortgage Bonds;

- the principal of and any premium on any Mortgage Bonds
which have become due otherwise than by declaration of
acceleration and interest thereon at the rate or rates
prescribed in those Mortgage Bonds; and

- all amounts due to the Bond Trustee as compensation and
reimbursement as provided in the Mortgage; and

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

The Mortgage provides that, under certain circumstances and to
the extent permitted by law, if an Event of Default occurs and is
continuing, the Bond Trustee has the power to take possession of,
hold, operate, manage or sell the Mortgaged Property. If the

Mortgaged Property is sold, whether by the Trustee or pursuant to
judicial proceedings, the principal of the outstanding Mortgage Bonds,
if not previously due, will become immediately due, together with any
premium and 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 Bond Trustee or
exercising any trust or power conferred on the Bond Trustee. However,
the Bond Trustee need not follow any direction that conflicts with any
rule of law or with the Mortgage, that could involve the Bond Trustee
in personal liability in circumstances where indemnity would not, in
the Bond Trustee's sole discretion, be adequate or that is unduly
prejudicial to the rights of the nonassenting holders. The Bond
Trustee may take any other action it deems proper which is not
inconsistent with that direction. (See Section 10.16.)

No holder of any Mortgage Bond will have any right to institute
any proceeding, judicial or otherwise, with respect to the Mortgage,
or for the appointment of a receiver or trustee, or for any other
remedy thereunder, unless (1) the holder has previously given to the
Bond Trustee written notice of a continuing Event of Default, (2) the
holders of not less than a majority in aggregate principal amount of
the Mortgage Bonds then outstanding have made written request to the
Bond Trustee to institute proceedings in respect of that Event of
Default and have offered the Bond Trustee reasonable indemnity against
cost and liabilities incurred in complying with such request, (3) for
60 days after receipt of notice from the holder, the Bond Trustee has
failed to institute any proceeding and (4) no direction inconsistent
with the holder's request has been given to the 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 action if and to the extent that the
action would disturb or prejudice the rights of other holders. (See
Section 10.11.) Notwithstanding these limitations on the right to
institute a proceeding with respect to the Mortgage, each holder of a
Mortgage Bond has the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and interest on
that holder's Mortgage Bond when due and to institute suit for the
enforcement of that payment, and this right to payment may not be
impaired without the consent of the holder. (See Section 10.12.) The
Mortgage provides that the Bond Trustee will give the holders notice
of any default under the Mortgage to the extent required by the Trust
Indenture Act, unless the default is cured, or waived, except that no
notice to holders of an Event of Default that is subject to a 60-day
cure period may be given until at least 45 days after the failure to
perform or breach giving rise to the default. (See Section 11.02.)
The Trust Indenture Act currently permits the Bond Trustee to withhold
notice of default (except for certain payment defaults) if the Bond
Trustee in good faith determines that doing so is in the interest of
the holders.

As a condition to taking action to enforce the lien of the
Mortgage and to institute action on the Mortgage Bonds, the Bond
Trustee may require adequate indemnity against costs, expense and
liabilities to be incurred in connection therewith. (See Sections
10.11 and 11.01.)

DEFEASANCE

Any Mortgage Bonds, or any portion of the principal amount of any
Mortgage Bonds, will be deemed to have been paid for purposes of the
Mortgage if there has been irrevocably deposited in trust with the
Bond Trustee, money or Eligible Obligations (as described below), or a
combination of money and Eligible Obligations, which will be
sufficient to pay when due the principal of and any premium and
interest due and to become due on such Mortgage 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 those direct obligations or in any specific interest or
principal payments due in respect thereof.

RESIGNATION AND REMOVAL OF THE BOND TRUSTEE

The Bond Trustee may resign at any time by giving written notice
to NorthWestern. The holders of a majority in principal amount of
Mortgage Bonds then outstanding may remove the Bond Trustee at any
time by delivering written notice to the Trustee and NorthWestern. No
resignation or removal of the Bond Trustee and no appointment of a
successor trustee will become effective until a successor trustee
accepts its appointment in accordance with the requirements of the
Mortgage. In addition, so long as no Event of Default or event which,
after notice of lapse of time, or both, would become an Event of
Default has occurred and is continuing, NorthWestern may, by
resolution of its Board of Directors, appoint a successor trustee. If
NorthWestern delivers to the Bond Trustee a resolution appointing a
successor trustee and that successor has accepted such appointment in
accordance with the terms of the Mortgage, the Bond Trustee will be
deemed to have resigned and the successor will be deemed to have been
appointed as trustee in accordance with the Mortgage. (See Section
11.10.)

GOVERNING LAW

The Mortgage and the Mortgage Bonds are governed by the internal
laws of the State of South Dakota.

CONCERNING THE BOND TRUSTEE

The Chase Manhattan Bank, the Bond Trustee under the Mortgage,
has been a regular depositary of funds of NorthWestern. There are

instances under the Trust Indenture Act which would require the Bond
Trustee to resign, such as if an affiliate of the Bond Trustee were to
act as underwriter with respect to any of the Mortgage Bonds.

REGISTRATION AND 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,
as bond registrar for the Mortgage Bonds, in Brooklyn, New York.
NorthWestern may change the place for registration of transfer of the
Mortgage Bonds, may appoint one or more additional bond registrars
(including NorthWestern) 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 the prospectus
supplement. Except as otherwise provided in the applicable prospectus
supplement, no service charge will be payable for any transfer or
exchange of the Mortgage Bonds, but NorthWestern 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. NorthWestern will not be required to issue, and no bond
registrar will be required to register the transfer of or to exchange,
Mortgage Bonds of any series during a period of 15 days prior to
giving any notice of redemption, or 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 DEBT SECURITIES

The debt securities may be either Senior Debt Securities or
Subordinated Debt Securities. The Senior Debt Securities may be
issued, in one or more series, from time to time under a Senior Debt
Securities Indenture dated as of November 1, 1998 between NorthWestern
and The Chase Manhattan Bank, as trustee. The Subordinated Debt
Securities may be issued, in one or more series, from time to time
under a Subordinated Debt Securities Indenture dated as of August 1,
1995 between NorthWestern and The Chase Manhattan Bank (as successor
to The Chase Manhattan Bank, N.A.), as trustee. In this prospectus we
refer to the indenture for the Senior Debt Securities as the Senior
Indenture," the indenture for the Subordinated Debt Securities as the
"Subordinated Indenture" and the two indentures together as the
"Indentures." The Chase Manhattan Bank, as trustee under the
Indentures will act as indenture trustee for the purposes of the Trust
Indenture Act. Copies of the Indentures have been filed as exhibits
to the registration statement of which this prospectus forms a part.

The following summary of the Indentures is not complete and is
subject to, and qualified in its entirety by the provisions of the

Indentures. Capitalized terms used under this heading which are not
otherwise defined in this prospectus have the meanings given them in
the applicable Indenture. References to article and section numbers
in this description of the debt securities, unless otherwise
indicated, are references to article and section numbers of each
Indenture.

GENERAL

The Indentures do not limit the amount of Senior Debt Securities
or Subordinated Debt Securities that may be issued. The Indentures
provide for the issuance of Senior Debt Securities any Subordinated
Debt Securities from time to time in one or more series. As of
June 30, 1999, $105 million principal amount of Senior Debt Securities
were outstanding under the Senior Indenture and $32.5 million
principal amount of Subordinated Debt Securities were outstanding
under the Subordinated Indenture. Any debt securities that
NorthWestern may offer will be direct, unsecured obligations of
NorthWestern. The Senior Debt Securities will rank on a parity with
all other unsecured and unsubordinated indebtedness of NorthWestern,
and the Subordinated Debt Securities will be subordinate and junior in
right of payment to other indebtedness of NorthWestern to the extent
set forth in the terms of that particular series of Subordinated Debt
Securities. The terms of each series of debt securities may be
established in a supplemental indenture or in resolutions of
NorthWestern's Board of Directors or a committee of the board.

If NorthWestern uses this prospectus to offer debt securities, an
accompanying prospectus supplement will describe the following terms
of the debt securities being offered:

- the title
- any limit on the aggregate principal amount
- the percentage of the principal amount at which they will be
issued and the portion of the principal amount payable upon
acceleration of maturity (or the method by which that
portion will be determined)
- the principal repayment dates
- the rights, if any, to defer payments of interest by
extending the interest payment period, and the duration of
any extensions
- the subordination terms (in the case of Subordinated Debt
Securities)
- the interest rates and the date interest begins to accrue
(or the method of determining them) II.the interest
payment dates, the regular record dates for any interest
payment dates and the basis on which interest will be
calculated
- the terms and conditions of any mandatory or optional
sinking fund redemption, including the dates on which, and
the price or prices at which, securities will be redeemed

- the terms and conditions of any optional redemption,
including the date after which, and the price or prices at
which, securities may be redeemed III.the denominations,
other currencies
- any deletions from, modifications of or additions to the
events of default or covenants of NorthWestern

Unless otherwise indicated in the applicable prospectus
supplement, the 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
payable for any transfer or exchange of the debt securities, but
NorthWestern 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.

Unless otherwise indicated in the applicable prospectus
supplement, the principal of, and any premium or interest on, the debt
securities will be payable, and the debt securities will be
exchangeable and transfers thereof will be registrable, at the office
of the indenture trustee in New York City. However, at the option of
NorthWestern, payment of interest may be made by check mailed to the
address of the person entitled to receive payment as that person's
address appears in the security register.

Debt securities may be issued as discount securities, which may
be sold at a discount below their principal amount. These debt
securities, as well as other debt securities that are not issued at a
discount below their principal amount, may be deemed to have been
issued with "original issue discount" for United States Federal income
tax purposes. The applicable prospectus supplement will describe any
special United States federal income tax considerations applicable to
debt securities. In addition, the applicable prospectus supplement
will describe any special United States federal income tax
considerations or other restrictions or terms applicable to any series
of debt securities that is issuable in bearer form, offered
exclusively to United States aliens, denominated in a currency other
than United States dollars or having other special characteristics.

The Indentures do not contain any provisions that may afford the
holders of Debt Securities protection in the event of a highly
leveraged transaction or other transaction involving NorthWestern.
The Indentures also do not contain any provisions that would limit the
ability of NorthWestern to incur indebtedness or to declare or pay
dividends on its capital stock.

SUBORDINATION

Debt securities that are Subordinated Debt Securities will be
subordinated and junior in right of payment to certain other
indebtedness of NorthWestern to the extent set forth in the applicable
prospectus supplement. (See Section 301.)

OPTION TO EXTEND INTEREST PAYMENT PERIOD

If provided in the applicable prospectus supplement, NorthWestern
will have the right under the Subordinated Indenture to defer payments
of interest on the Subordinated Debt Securities from time to time by
extending the applicable interest payment period for a specified
period. We refer to any period in which NorthWestern extends the
applicable interest payment period as an "Extension Period." During
an Extension Period, interest will continue to accrue on the
Subordinated Debt Securities and will be compounded quarterly, and, as
a result, distributions will continue to accumulate at the rate
specified in the applicable prospectus supplement. During an Extension
Period, NorthWestern may not declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation
payment with respect to, any of its capital stock. During an
Extension Period, NorthWestern may not make any payment on or
repurchase or redeem any of its debt securities that rank on a parity
with or junior in interest to the Subordinated Debt Securities. The
foregoing restrictions, however, do not apply to the following:

- the repurchase, redemption or other acquisition of shares
made in connection with:

- an employment contract, benefit plan or other similar
arrangement with or for the benefit of any employees,
officers, directors or consultants

- a dividend reinvestment or stockholder stock purchase
plan

- the issuance of capital stock of NorthWestern (or
securities convertible into or exercisable for such
capital stock) as consideration in an acquisition
transaction entered into prior to the Extension Period

- the exchange, redemption or conversion of any class or
series of capital stock or any capital stock or indebtedness
for any other class or series of capital stock

- the purchase of fractional interests in shares of capital
stock pursuant to the conversion or exchange provisions of
the capital stock or the security being converted or
exchanged

- the declaration of a dividend in connection with any
stockholder's rights plan, or the issuance of rights, stock
or other property under any stockholder's rights plan, or
the redemption or repurchase of rights pursuant to any
stockholder's rights plan

- the declaration of a dividend in the form of stock,
warrants, options or other rights where the dividend stock

or the stock issuable upon exercise of the warrants, options
or other rights is the same stock as that on which the
dividend is being paid or ranks on a parity with or junior
to that stock

- the payments under a guarantee by NorthWestern with respect
to any securities of any of its subsidiaries, provided the
proceeds from the issuance of those securities were used to
purchase Subordinated Debt Securities

ADDITIONAL SUMS

If, at any time the Subordinated Debt Securities are held by a
Trust, that Trust becomes subject to tax as a result of a Tax Event,
NorthWestern will pay additional sums on the Subordinated Debt
Securities held by the Trust as necessary so that the distributions
paid by the Trust on its Trust Securities will not be reduced as a
result of the taxes to which the Trust has become subject as a result
of the Tax Event. For a description of "Tax Event,"see "Description
of the Trust's Trust Securities - Redemption or Exchange - Tax Event
or Investment Company Event Redemption."

OPTION TO ACCELERATE MATURITY DATE

If, at any time the Subordinated Debt Securities are held by a
Trust, NorthWestern is not able to deduct the interest payable on the
Subordinated Debt Securities as a result of a Tax Event, then
NorthWestern will have the right to accelerate the stated maturity of
the Subordinated Debt Securities to the minimum extent required so
that interest on the Subordinated Debt Securities will be deductible
for United States federal income tax purposes. However, the resulting
maturity of the Subordinated Debentures may not be less than 15 years
from the date of the original issuance. Moreover, NorthWestern may
not accelerate the stated maturity unless it has received an opinion
of counsel to the effect that (1) following acceleration, interest
paid on the Subordinated Debt Securities will be deductible for United
States federal income tax purposes and (2) the holders of Preferred
Securities will not recognize income, gain or loss for United States
federal income tax purposes as a result of this acceleration and will
be subject to United States federal income tax in the same amount, in
the same manner and at the same times as would have been the case if
acceleration had not occurred.

COVENANTS WHEN SUBORDINATED DEBT SECURITIES ARE ISSUED TO A TRUST

At any time that Subordinated Debt Securities are held by a
Trust, if there occurs any event that would constitute an Event of
Default under the Subordinated Indenture, or if NorthWestern is in
default with respect to its payment of any obligations under the
related Guarantee, then NorthWestern will be subject to the same
restrictions on paying dividends and making other payments with
respect to any of its capital stock or debt securities as if it had

given notice of its election to defer payments of interest on any
Subordinated Debt Securities. (See Section 1009 of the Subordinated
Indenture.) For a description of these restrictions, and the
exceptions to the restrictions, see "--Option to Extend Interest
Payment Period."

If Subordinated Debt Securities are issued to a Trust, for as
long as the Trust's securities remain outstanding, NorthWestern will
covenant to maintain direct or indirect ownership of 100% of the
common securities of the Trust; provided that any permitted successor
of NorthWestern under the Subordinated Indenture may succeed to
NorthWestern's ownership of the common securities. NorthWestern will
also covenant to use its reasonable efforts to cause the Trust to
remain a statutory business trust, except in connection with the
distribution of Subordinated Debt Securities to the holders of the
securities in liquidation of the Trust, the redemption of all of the
securities of the Trust, or mergers or consolidations, each as
permitted by the applicable trust declaration, and otherwise to
continue to be classified as a grantor trust for United States federal
income tax purposes. (See Section 1010 of the Subordinated
Indenture.)

CONSOLIDATION, MERGER AND SALE

NorthWestern may not merge or consolidate with any other
corporation, or sell all or substantially all of its assets to any
entity, unless that corporation or entity is organized under the laws
of the United States or any state thereof and assumes NorthWestern's
obligations under each Indenture and, after giving effect to the
transaction, NorthWestern is not in default under either Indenture.
In addition, NorthWestern will deliver to the indenture trustee an
officer's certificate and an opinion of counsel to the effect that the
transaction complies with each Indenture. (See Section 801.)

MODIFICATION OF INDENTURES

NorthWestern and the indenture trustee may modify or amend either
Indenture, without the consent of the holders of any debt securities,
for any of the following purposes:

- to evidence the succession of another person as obligor
under the Indenture
- to add to NorthWestern's covenants
- to add events of default
- to change or eliminate any provisions of the Indenture (so
long as there are no outstanding debt securities entitled to
the benefit of the provision)
- to establish the form or terms of debt securities of any
series
- to secure the debt securities
- 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
- to prohibit the authentication and delivery of additional
series of debt securities, or to cure any ambiguity, defect
or inconsistency in the Indenture (so long as the action
does not adversely affect the interest of the holders of any
outstanding debt securities)

(See Section 901.)

Except as provided above, the consent of the holders of a
majority in principal amount of all outstanding Senior Debt Securities
or Subordinated Debt Securities, as the case may be, considering all
affected series as one class, will be required to modify or amend the
applicable Indenture. However, any modification or amendment that
would do any of the following will require the consent of the holder
of each affected debt security:

- change the stated maturity of the principal of or any
premium on any debt security
- reduce the principal amount of, rate of interest on, or
premium payable upon the redemption of, any debt security
- change the redemption provisions of any debt security
- change any obligation of NorthWestern to pay additional
amounts in respect of any debt security
- reduce the principal amount of a discount security that
would be payable upon acceleration of its maturity
- adversely affect any holder's right of repayment
- change the place or currency of payment of principal of, or
any premium or interest on, any debt security
- impair a holder's right to institute suit for the
enforcement of any payment after the stated maturity or
after any redemption date or repayment date
- reduce the percentage of holders of debt securities
necessary to modify or amend the Indenture or to consent to
any waiver under the Indenture
- reduce the requirements for voting described below
- modify any change of control provisions
- modify these requirements or reduce the percentage of
holders of debt securities necessary to waive any past
default

(See Section 902.)

EVENTS OF DEFAULT

Each Indenture provides, with respect to any outstanding series
of debt securities, that any of the following events constitutes an
"Event of Default":

- default in the payment of any interest upon any debt
security that becomes due and payable and continues for 30

days (10 days in the case of Subordinated Debt Securities
issued to a Trust)
- default in the payment of the principal of or any premium on
any debt security when due
- default in the deposit of any sinking fund payment when due
- default in the performance or breach of any covenant or
agreement in the Indenture for 60 days after written notice
to NorthWestern from the indenture trustee or from the
holders of at least 25% of the outstanding debt securities
of that series
- certain events of bankruptcy, insolvency or reorganization
of NorthWestern

In the case of Subordinated Debt Securities issued to a Trust, Events
of Default also include the voluntary or involuntary dissolution,
winding-up or termination of the Trust, except in connection with the
distribution of Subordinated Debt Securities to the holders of trust
securities in liquidation of the Trust, the redemption of all of the
trust securities of such Trust, or mergers or consolidations, each as
permitted by the trust declaration. NorthWestern is required to file
annually with the indenture trustee an officer's certificate showing
NorthWestern's compliance with all conditions and covenants under each
Indenture. The indenture trustee may withhold notice to the holders
of debt securities of any default, other than a default in a payment
with respect to the debt securities, if it considers it in the
interest of the holders to do so. (See Section 501.)

If an Event of Default involving certain events of bankruptcy,
insolvency or reorganization of NorthWestern occurs, then the
principal of all the applicable debt securities, including accrued and
unpaid interest, will automatically be due and payable. If any other
type of Event of Default occurs with respect to debt securities of a
particular series, the indenture trustee or the holders of 25% in
principal amount of the outstanding debt securities of that series may
declare the debt securities due and payable immediately. (See Section
502.)

If an Event of Default occurs, the indenture trustee is 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 debt securities,
unless the holders offer to the indenture trustee reasonable indemnity
and security against the costs, expenses and liabilities that might be
incurred by it in complying with a request. The holders of a majority
in principal amount of the outstanding debt securities of a series
will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the indenture trustee under
the applicable Indenture, or exercising any trust or power conferred
on the indenture trustee with respect to the debt securities of that
series. The indenture trustee may refuse to follow directions in
conflict with law or the Indenture, that expose the Indenture trustee
to personal liability or that are unduly prejudicial to other holders.
(See Section 512.)

The holders of a majority in principal amount of the outstanding
debt securities of any series may waive any past default under the
applicable Indenture and its consequences, except a default in respect
of a payment on any debt security of that series or a default in
respect of a covenant or provision that cannot be modified or amended
without the consent of the holder of each affected debt security.
(See Section 513.)

If an Event of Default occurs with respect to Subordinated Debt
Securities issued to a Trust, that Trust's Property Trustee will have
the right to declare the principal of and all interest and other
payments on those Subordinated Debt Securities to be immediately due
and payable and to enforce its other rights as a creditor with respect
to the Subordinated Debt Securities. The holders of the Trust's
Preferred Securities 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--Voting Rights; Amendment
of Trust Declaration." If the Property Trustee fails to enforce its
rights under the Subordinated Debt Securities after a holder of
Preferred Securities has made a written request, the holder of
Preferred Securities may institute a legal proceeding directly against
NorthWestern to enforce the Property Trustee's rights under the
Subordinated Indenture without first bringing an action against the
Property Trustee. In addition, if an Event of Default under the
Subordinated Indenture has occurred and is continuing and is
attributable to the failure of NorthWestern to pay interest or
principal on the Subordinated Debt Securities held by a Trust, then a
holder of that Trust's Preferred Securities may institute a proceeding
directly against NorthWestern to enforce payment to him or her of the
principal and interest on Subordinated Debt Securities having an
aggregate principal amount equal to the aggregate liquidation amount
of his or her Preferred Securities.

DEFEASANCE

Each Indenture provides that, unless a series of debt securities
provides otherwise, NorthWestern may defease and be discharged from
all obligations with respect to any series of debt securities
("defeasance") or be released from its obligations with respect to any
series of debt securities or any other covenant so that its failure to
comply with these obligations will not constitute a default or an
event of default ("covenant defeasance"). NorthWestern may effect a
defeasance or covenant defeasance by irrevocably depositing in trust
with the indenture trustee money, in the currency in which the series
of debt securities is payable, or Government Obligations (as described
below), or a combination of money and Government Obligations, which
will be sufficient to pay when due the principal of, and any premium
and interest on, these debt securities. NorthWestern does not have
the right to effect defeasance with respect to any series of
Subordinated Debt Securities issued to a Trust. (See Sections 1401,
1402 and 1403.)

NorthWestern may not effect defeasance or covenant defeasance
unless NorthWestern delivers to the indenture trustee an opinion of
counsel to the effect that the holders of the affected debt securities
(1) will not recognize income, gain or loss for United States federal
income tax purposes as a result of the defeasance or covenant
defeasance and (2) will be subject to United States Federal income tax
on the same amounts, in the same manner and at the same times if
defeasance or covenant defeasance had not occurred. (See Section
1404.)

"Government Obligations" means securities that are direct
obligations of the government that issued the currency in which the
debt securities are payable, or obligations of an entity controlled or
supervised by and acting as an agency or instrumentality of the
government that issued the currency in which the debt securities are
payable, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by that government, which are not callable
or redeemable at the option of the issuer. Depository receipts issued
by a bank or trust company as custodian with respect to any Government
Obligation or a specific payment of interest on or principal of a
Government Obligation held by a custodian for the account of the
holder of a depository receipt also constitute "Government
Obligations." (See Section 101.)

The prospectus supplement relating to any series of debt
securities being offered may further describe any provisions
permitting defeasance or covenant defeasance, including any
modifications to the provisions described above, with respect to those
debt securities.

GOVERNING LAW

The Indentures and the debt securities are governed by the
internal laws of the State of New York. (See Section 112.)

INFORMATION CONCERNING THE INDENTURE TRUSTEE

Prior to default, the indenture trustee undertakes to perform
only those duties specifically set forth in the Indentures. After
default, the indenture trustee will exercise the same degree of care
as a prudent individual would exercise in the conduct of his or her
own affairs. The indenture trustee is under no obligation to exercise
any of the powers vested in it by either Indenture at the request of
any holder of debt securities unless the holder offers the indenture
trustee a reasonable indemnity against the costs, expenses and
liabilities that might be incurred by the indenture trustee. The
indenture trustee is not required to expend its own funds or otherwise
incur personal financial liability in the performance of its duties if
it reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. (See Section 601.)

REGISTRATION AND TRANSFER

The debt securities will be issued as registered securities and
will be in certificated form or will be represented by global
securities as described below under "Book-Entry Issuance." Unless
otherwise described in the applicable prospectus supplement,
registered Senior Debt Securities will be issued in denominations of
$1,000 and integral multiples of $1,000, and registered Subordinated
Debt Securities will be issued in denominations of $25. (See Section
302.)

A holder may exchange registered debt securities for other
registered debt securities of the same series and of a like aggregate
principal amount and tenor of different authorized denominations. A
holder may present registered debt securities, duly endorsed or
accompanied by a written instrument of transfer, for registration of
transfer at the indenture trustee's corporate trust office in New York
City or at the office of any transfer agent identified in any
prospectus supplement. No service charge will be made for any
transfer or exchange of debt securities, but NorthWestern may require
payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with a transfer or exchange. (See
Section 305.)

In the event of any redemption of any series of debt securities,
NorthWestern will not be required to issue, register the transfer of
or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before any selection of
debt securities to be redeemed and ending at the close of business on
the day of mailing of the relevant notice of redemption. Furthermore,
NorthWestern will not be required to register the transfer of or
exchange any debt securities that have been surrendered for repayment
at the option of the holder or called for redemption, except any
portion not being repaid or redeemed. (See Section 305.)

MISCELLANEOUS

NorthWestern will have the right at all times to assign any of
its rights or obligations under either Indenture to a direct or
indirect wholly owned subsidiary as long as NorthWestern remains
liable for all of its obligations. Subject to NorthWestern's right,
each Indenture will be binding upon and inure to the benefit of the
parties to the Indenture and their respective successors and assigns.
Each Indenture provides that it may not otherwise be assigned. (See
Section 803.)

DESCRIPTION OF PREFERRED STOCK AND PREFERENCE STOCK

NorthWestern's charter authorizes three classes of capital stock:
cumulative preferred stock, preference stock and common stock. In
this prospectus we refer to the preferred stock and the preference
stock together as the "Priority Stock". The description of the
general terms of the Priority Stock which follows is not complete and
is subject to, and qualified in its entirety by, the provisions of the
charter and the certificate of designations relating to each series of
Priority Stock that may be offered. A copy of NorthWestern's charter
has been filed as an exhibit to the registration statement of which
this prospectus forms a part. Copies of the certificates of
designations relating to any Priority Stock that may be offered will
be filed as an exhibit to or incorporated by reference in the
registration statement at or prior to the time that Priority Stock is
issued.

GENERAL

The charter authorizes 1,000,000 shares of preferred stock, par
value $100 per share, and 1,000,000 shares of preference stock, par
value $50 per share. The preference stock is junior to the preferred
stock but senior to the common stock. As of June 30, 1999,
NorthWestern had outstanding 26,000 shares of 4-1/2% Series Cumulative
Preferred Stock, 11,500 shares of 6-1/2% Series Cumulative Preferred
Stock, and no shares of preference stock.

NorthWestern may issue Priority Stock in one or more series,
without stockholder approval. Subject to limitations prescribed by
law and the charter, the Board of Directors of NorthWestern is
authorized to determine the voting power (if any), designation,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions for each
series of Priority Stock and to fix the number of shares of each such
series. Thus, the Board of Directors, without stockholder approval,
could authorize the issuance of Priority Stock with voting, conversion
and other rights that could adversely affect the voting power and
other rights of holders of common stock or other series of Priority
Stock or that could have the effect of delaying, deferring or
preventing a change in control of NorthWestern. See "Description of
Common Stock -- Certain Effects of Authorized but Unissued Stock."

If NorthWestern uses this prospectus to offer any Priority Stock,
an accompanying prospectus supplement will describe the following
terms of the Priority Stock being offered:

- the designation and stated value per share and the number of
shares offered
- the amount of liquidation preference per share
- the initial public offering price

- the dividend rate (or method of calculation), the dates on
which dividends will be payable and the dates from which
dividends will accrue
- any redemption or sinking fund provisions
- any conversion or exchange rights
- any additional voting, dividend, redemption, liquidation,
sinking fund and other rights, preferences, privileges,
limitations and restrictions.

When issued and paid for, the Priority Stock will be fully paid
and nonassessable. The holders of Priority Stock will not have any
preemptive rights. The applicable prospectus supplement will describe
any special United States federal income tax consequences relating to
the purchase and ownership of the Priority Stock.

The Priority Stock will have the dividend, liquidation,
redemption and voting rights set forth below unless otherwise provided
in the applicable prospectus supplement.

RANK

With respect to dividend rights and rights upon the liquidation,
dissolution or winding up of NorthWestern, each share of preferred
stock will rank on a parity with each other share of preferred stock,
irrespective of series, and will rank prior to the common stock and
the preference stock and any other class or series of capital stock
that NorthWestern may authorize over which the preferred stock has
preference or priority in the payment of dividends or in the
distribution of assets on any liquidation, dissolution or winding up
of NorthWestern. With respect to dividend rights and rights upon the
liquidation, dissolution or winding up of NorthWestern, each share of
preference stock will rank on a parity with each other share of
preference stock, irrespective of series, and will rank junior to the
preferred stock but prior to the common stock and any other class or
series of capital stock that NorthWestern may authorize over which the
preference stock has preference or priority in the payment of
dividends or in the distribution of assets on any liquidation,
dissolution or winding up of NorthWestern.

The Priority Stock will be junior to all of NorthWestern's
outstanding debt. Each series of Priority Stock will be subject to
creation of preferred or preference stock ranking senior to, on a
parity with or junior to that series of Priority Stock to the extent
not expressly prohibited by NorthWestern's charter.

DIVIDEND RIGHTS

If NorthWestern's Board of Directors declares a cash dividend out
of funds legally available for payment, the holders of the Priority
Stock will be paid quarterly on the first day of March, June,
September and December in each year at the rates per share per annum
set forth in the applicable prospectus supplement. Such rates may be

fixed or variable or both. Each declared dividend will be payable to
holders of record as they appear at the close of business on the stock
books of NorthWestern on the applicable record dates determined by the
Board of Directors. The record dates may not be more than 60 calendar
days prior to the corresponding payment dates.

Dividends on the Priority Stock will be cumulative. NorthWestern
may not declare, pay or set apart for payment any dividend on any
series of preferred stock or preference stock for any dividend period
unless it has already paid or is then paying full cumulative dividends
for all dividend periods terminating on or prior to the end of that
dividend period. When dividends are not paid in full on all shares of
preferred stock or preference stock, any dividend payments (including
any accruals) on that class of Priority Stock will be paid to the
holders of the shares of that class of Priority Stock in proportion to
the respective sums which they would receive if all dividends accrued
to the date of payment were declared and paid in full. Accruals of
dividends will not bear interest. As long as any shares of preferred
stock or preference stock are outstanding, NorthWestern may not pay or
declare any dividends, whether in cash or property, nor make any
distribution, on any class of stock ranking subordinate to that class.
Neither NorthWestern nor any of its subsidiaries may purchase or
redeem any shares of stock ranking subordinate to the preferred stock
or preference stock, unless all dividends on that class of Priority
Stock for all past quarterly dividend periods have been paid or
declared and a sum sufficient for payment set apart. These provisions
will not, however, apply to a dividend payable solely in shares of any
stock ranking subordinate to the relevant class of Priority Stock or
to the acquisition of shares of any stock ranking subordinate to that
class of Priority Stock in exchange solely for shares of any other
stock ranking subordinate to that class.

LIQUIDATION RIGHTS

If NorthWestern liquidates, dissolves or winds up, or reduces its
capital and distributes of assets to its shareholders, the holders of
the Priority Stock will be entitled, subject to the rights of
creditors, but before any distribution or payment to the holders of
common stock or any other security ranking junior to the Priority
Stock, to receive an amount per share determined by the Board of
Directors and set forth in the applicable prospectus supplement plus
accrued and unpaid dividends to the distribution or payment date
(whether or not earned or declared). No payments will be made with
respect to the preference stock until the full liquidation rights of
the preferred stock have been satisfied. In the event that the assets
available for distribution with respect to a class of Priority Stock
are not sufficient to satisfy the full liquidation rights of all the
outstanding shares of that class, then the assets will be distributed
to the holders of shares of that class, in proportion to the full
amounts to which they would otherwise be entitled. After payment of
the full amount of the liquidation preference, the holders of Priority
Stock will not be entitled to participate in any further distribution

of assets by NorthWestern. The consolidation, merger, reorganization
or sale of all or any part of the assets of NorthWestern will not be
treated as a liquidation, dissolution or winding up for purposes of
this provision.

REDEMPTION

If so provided in the applicable prospectus supplement,
NorthWestern, by action of the board of directors, may redeem the
Priority Stock at the redemption price set forth in the applicable
prospectus supplement, plus accrued but unpaid dividends. From and
after the date of redemption, all dividends on the Priority Stock
called for redemption will cease to accrue, and the holders of that
Priority Stock will have no further rights, other than the right to
receive the redemption price.

VOTING RIGHTS

At any time dividends in an amount equal to four quarterly
dividend payments on the preferred stock of any series, whether or not
consecutive, are unpaid in whole or in part, holders of the preferred
stock will have the right to a separate class vote to elect the
smallest number of directors necessary to constitute a majority of
NorthWestern's board of directors at the next annual meeting of
stockholders. This right will continue until all arrearages in
dividends have been declared and paid, at which time the rights of the
holders of the preferred stock to elect directors will cease, and the
terms of the directors elected by the holders of the preferred stock
will terminate. In such event, the holders of the common stock,
voting as a class, are entitled to elect the remaining directors,
subject to the rights of the holders of the preference stock if there
is a similar dividend arrearage on the preference stock. While the
holders of the preferred stock are entitled to elect a majority of the
board of directors, payment of dividends on the preferred stock may
not be unreasonably withheld if the financial condition of
NorthWestern permits their payment.

At any time dividends in an amount equal to four quarterly
dividend payments on the preference stock of any series, whether or
not consecutive, are unpaid in whole or in part, holders of the
preference stock will have the right to a separate class vote to elect
two members of the Board of Directors at the next annual meeting of
stockholders. This right will continue until all arrearages in
dividends have been declared and paid, at which time the rights of the
holders of the preference stock to elect directors will cease and the
terms of the two directors will terminate.

Without the affirmative vote of the holders of two-thirds of the
shares of a class of Priority Stock, voting separately as a class
without respect to series, NorthWestern may not amend its charter to
authorize any capital stock (which, in the case of the preference
stock, includes any increase in the number of authorized shares of

preferred stock), or any security or obligation convertible into any
other capital stock, ranking prior in any respect to the preferred
stock or the preference stock, as the case may be. In addition,
without a two-thirds vote, NorthWestern may not change, by charter
amendment or otherwise, the terms and provisions of any class of
Priority Stock so as to affect adversely the relative rights,
preferences, qualifications, limitations or restrictions of the
outstanding shares of that class or their holders. However, if any
amendment affects adversely the relative rights, preferences,
qualifications, limitations or restrictions of less than all series of
a class of Priority Stock, then only the affirmative vote of the
holders of two-thirds of the shares of each series so affected is
necessary. Furthermore, with respect to the preferred stock,
NorthWestern may not, without a two-thirds vote, issue any shares of
preferred stock or shares of any stock ranking on a parity with the
preferred stock as to dividends or liquidation rights, or any
securities convertible into shares of preferred stock or stock ranking
on a parity with the preferred stock as to dividend or liquidation
rights, unless the common stock equity (as defined in the charter) is
not less than the aggregate par value of all shares of preferred stock
and stock ranking prior to or on a parity with the preferred stock to
be outstanding after the proposed issuance.

Without the affirmative vote of the holders of at least a
majority of the shares of each class of Priority Stock at the time
outstanding (or, if required by law, without the affirmative vote of
holders of at least a majority of each series of each class of
Priority Stock at the time outstanding), NorthWestern may not merge,
consolidate or sell all or substantially all of its assets.

The holders of Priority Stock are entitled to one vote per share
on each matter submitted for their vote, except that any class vote
for the election of directors is subject to cumulative voting rights.
In those instances, each holder is entitled to a number of votes equal
to the number of shares he or she owns multiplied by the number of
directors to be elected by the holders of that class of Priority
Stock.

None of the these voting requirements will apply if at the time
provision has been made for the redemption of the outstanding Priority
Stock.

Except as described above or as required by law, the holders of
any Priority Stock that may be offered will not be entitled to any
voting rights unless provided for in the applicable certificate of
designations and described in the applicable prospectus supplement.

NO OTHER RIGHTS

Any Priority Stock that may be offered will not have any
preferences, voting powers or relative, participating, optional or
other special rights except as set forth above or in the applicable

prospectus supplement, NorthWestern's charter and the applicable
certificate of designations or as otherwise required by law.

TRANSFER AGENT AND REGISTRAR

The transfer agent and the registrar for any Priority Stock that
may be offered will be described in the applicable prospectus
supplement.

DESCRIPTION OF COMMON STOCK

The following is a description of the common stock. This
description is not complete and is subject to, and qualified in its
entirety by, reference to the charter and the fights agreement
governing NorthWestern's Shareholder Rights Plan. Copies of the
charter and rights agreement have been filed as exhibits to the
registration statement of which this prospectus forms a part.

GENERAL

NorthWestern is authorized to issue up to 50,000,000 shares of
common stock, par value $1.75 per share. As of June 30, 1999, there
were 23,108,123 shares of common stock outstanding held by
approximately 10,000 stockholders of record. Subject to the
limitations described below and the prior rights of any outstanding
preferred stock and preference stock, the common stock is entitled to
dividends when, as and if declared by the board of directors out of
funds legally available therefor. Holders of common stock are
entitled to one vote per share. There is no provision for cumulative
voting or preemptive rights. The holders of preferred stock and the
holders of preference stock are each entitled to elect a certain
number of directors in the event of a default in the payment of four
quarterly dividends on any series of stock of that class and have
voting rights with respect to charter amendments adversely affecting
their rights, mergers, consolidations and dispositions of
substantially all NorthWestern's assets. See "Description of
Preferred Stock and Preference Stock." Upon any liquidation,
voluntary or involuntary, of NorthWestern, holders of common stock are
entitled to all the assets of NorthWestern after payment of
NorthWestern's liabilities and satisfaction of the liquidation
preferences of any outstanding preferred stock and preference stock.
The outstanding shares of common stock are, and, when issued and paid
for, any shares of common stock offered will be, fully paid and
nonassessable.

The common stock is listed on the New York Stock Exchange. The
transfer agents and registrars for the common stock are Norwest Bank
Minnesota, N.A. and NorthWestern.

LIMITATIONS ON DIVIDENDS

NorthWestern may not declare or pay cash dividends on the common
stock unless full dividends on all shares of preferred stock and
preference stock then outstanding for the current and all past
quarterly dividend periods have been paid or provided for. Also,
NorthWestern may not pay cash dividends on the common stock unless it
has complied with all sinking fund requirements for the preferred
stock and preference stock.

RIGHTS

NorthWestern has a Stockholder Rights Plan, which it first
adopted in 1996, pursuant to which each share of common stock has
associated with it one common stock purchase right. Each right, when
exercisable, entitles the registered holder to purchase from
NorthWestern one share of common stock at a price of $50 per share (as
adjusted for the two-for-one stock split in May 1997), subject to
further adjustments. The rights are evidenced by the common stock
certificates and may not be exercised or transferred separately from
the common stock until ten days after a person or group acquires, or
announces a tender offer which would result in its acquiring,
beneficial ownership of securities having 15% or more of the voting
power of all outstanding voting securities of NorthWestern.

In the event that a person or group acquires 15% or more or
NorthWestern's voting power, or if NorthWestern merges or engages in
certain self-dealing transactions with a 15% or more stockholder, each
right will entitle the holder (other than the 15% or more stockholder)
to purchase a number of shares of common stock of NorthWestern or, if
NorthWestern is not the surviving corporation, of the surviving
corporation, having a market value of two times the exercise price of
the Right.

The rights do not have voting rights and are redeemable at
NorthWestern's option at a price of $.005 per right at any time before
they become exercisable. Unless earlier redeemed, the rights will
expire on December 10, 2006.

RESTRICTIONS ON CHANGE OF CONTROL

NorthWestern's charter contains several provisions which will
make it difficult for any party to obtain control of NorthWestern
through transactions not approved by the Board of Directors of
NorthWestern. These include the following:

- The Board of Directors is divided into three classes, only
one of which stands for election each year for a three year
term of office. As a result, it would take two successive
annual elections for a party or group acquiring control to
replace a majority of the incumbent directors.

- Directors may not be removed from office before their terms
expire except for cause.

- A "business combination" between NorthWestern and any person
or entity which owns 10% or more of the outstanding common
stock, or an affiliate of such a person or entity, requires
the approval of the holders of at least 75% of the
outstanding common stock, unless certain "fair price" and
other financial and procedural conditions are satisfied, as
well as the approval of a majority of continuing directors.

- Amending these charter provisions requires the approval of
the holders of at least 75% of the outstanding shares of the
oustanding common stock.

In addition, NorthWestern is subject to the "business
combination" statute of the Delaware General Corporation Law (Section
203). In general, this statute prohibits a publicly held Delaware
corporation from engaging in a "business combination" with any
"interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder,
unless (1) the transaction is approved by the board of directors prior
to the date the person becomes an interested stockholder, (2) upon
consummation of the transaction in which the person becomes an
interested stockholder, the interested stockholder beneficially owned
at least 85% of the outstanding shares of the corporation's voting
stock which is not owned by directors, officers and company-controlled
employee stock plans, or (3) the business combination is approved by
the board of directors and authorized at an annual or special meeting
of stockholders by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the interested
stockholder. "Business combination" includes mergers, asset sales and
other transactions resulting in financial benefit to the "interested
stockholder." An "interested stockholder" is a person who, together
with its affiliated parties, owns (or within three years, did own)
beneficially 15% or more of a corporation's voting stock.

The overall effect of the above provisions may be to render more
difficult or to discourage a merger, tender offer or proxy contest,
the assumption of control of NorthWestern by a holder of a large block
of NorthWestern's stock or other person, or the removal of incumbent
management, even if such actions may be beneficial to NorthWestern's
stockholders generally.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

NorthWestern may issue shares of common stock, preferred stock
and preference stock without additional stockholder approval and may
utilize the shares for a variety of corporate purposes, including to
raise additional capital or to facilitate corporate acquisitions.
Issuing preferred stock or preference stock could have the effect of
delaying or preventing a change in control of NorthWestern. Issuing

preferred stock or preference stock also could decrease the amount of
earnings and assets available for distribution to the holders of
common stock or could adversely affect the rights and powers,
including voting rights, of the holders of the common stock. In
certain circumstances, issuing shares could decrease the market price
of the common stock.

Having authorized but unissued and unreserved common stock,
preferred stock or preference stock may enable the board to issue
shares to persons friendly to current management. This could render
more difficult or discourage an attempt to obtain control of
NorthWestern by means of a merger, tender offer, proxy contest or
otherwise, and thereby protect the continuity of management.
Additional shares also could be used to dilute the stock ownership of
persons seeking to obtain control of NorthWestern.

LIMITATION OF DIRECTOR LIABILITY

NorthWestern's charter contains a provision that limits the
liability of directors for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the Delaware
General Corporation Law. This limitation does not, however, affect
the liability of a director for any breach of the director's duty of
loyalty to NorthWestern or its stockholders, for acts or omissions not
in good faith or that involve intentional misconduct or a knowing
violation of law, for unlawful dividend payments or stock redemptions
or purchases or for any transaction from which the director derives an
improper personal benefit. The effect of this provision is to
eliminate the rights of NorthWestern and its stockholders (through
stockholders' derivative suits on behalf of NorthWestern) to recover
monetary damages against a director for breach of the fiduciary duty
of care as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described above.
This provision does not limit or eliminate the rights of NorthWestern
or any stockholder to seek non-monetary relief, such as an injunction
or rescission, in the event of a breach of a director's duty of care.

DESCRIPTION OF THE TRUSTS' PREFERRED SECURITIES

Each Trust's trust declaration authorizes it to issue one class
of Preferred Securities and one class of Common Securities. We refer
to these two classes of securities collectively as that Trust's "Trust
Securities." The Trust Securities will represent undivided beneficial
ownership interests in the assets of the Trust. The following
summaries of the Preferred Securities and the trust declaration are
not complete and are qualified in their entirety by the provisions of
the Trust's amended and restated trust declaration. A form of amended
and restated trust declaration has been filed as an exhibit to the
registration statement of which this prospectus forms a part.

If a Trust uses this prospectus to offer its Preferred
Securities, an accompanying prospectus supplement will describe the

terms of those preferred securities, including any material United
States federal income tax consequences applicable to the Preferred
Securities.

GENERAL

Except as described below under "--Subordination of Common
Securities," a Trust's Preferred Securities will rank on a parity with
its Common Securities, and payments on the two classes will be made
proportionately. Each Trust will use the proceeds from the sale of
its Trust Securities to purchase a series of Subordinated Debt
Securities from NorthWestern. The prospectus supplement describing
the Trust's preferred securities will also describe the series of
Subordinated Debt Securities. The Property Trustee will hold legal
title to the Subordinated Debt Securities in trust for the benefit of
the holders of the Trust Securities. The guarantee agreement executed
by NorthWestern for the benefit of the holders of the Preferred
Securities will guarantee the payment of distributions and amounts
payable on redemption or liquidation of the Preferred Securities to
the extent the Trust has adequate funds but will not guarantee those
payments if the Trust does not have funds available to make payment.
For a further discussion of the Guarantee, see "Description of the
Guarantee" below.

DISTRIBUTIONS

Distributions on each Preferred Security will accumulate and be
payable at a rate specified in the applicable prospectus supplement.
The amount of distributions payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months and the actual
number of days elapsed per 30-day month unless otherwise specified in
the applicable prospectus supplement. Distributions that are in
arrears will accumulate additional distributions at the rate per annum
if and as specified in the applicable prospectus supplement.

Distributions on the Preferred Securities will be cumulative,
will accumulate from the date of original issuance, and will be
payable on the dates specified in the applicable prospectus
supplement. If the date on which any distributions on the Trust
Securities is to be paid is not a business day, then the distributions
will be paid on the next business day, without any interest or other
payment in respect of any delay. If, however, the next business day
falls in the next calendar year, then payment of the distributions
will be made on the business day preceding the payment date. A
"business day" is any day other than a Saturday or Sunday or a day on
which banking institutions in New York City are authorized or required
by law or executive order to remain closed, or a day on which the
indenture trustee, or the principal office of the Property Trustee, is
closed for business.

If provided in the applicable prospectus supplement, NorthWestern
will have the right under the Indenture to defer payments of interest

on the Subordinated Debt Securities from time to time by extending the
applicable interest payment period for a specified period. See
"Description of Debt Securities--Option to Extend Interest Payment
Period." If NorthWestern exercises its right to defer interest
payments on the Subordinated Debt Securities, then any payments of
distributions on the Preferred Securities also would be deferred.

We expect that the only source of revenue available for the
payment of distributions to holders of the Preferred Securities will
be payments made to the applicable Trust by NorthWestern under the
Subordinated Debt Securities. If NorthWestern does not make interest
payments on the Subordinated Debt Securities, then the Property
Trustee will not have any funds available to pay distributions on the
Preferred Securities. NorthWestern will guarantee the payment of
distributions, but only if and to the extent a Trust has funds legally
available for that purpose and cash sufficient to make the payments.
For more information about the Guarantee see "Description of the
Guarantees" below.

The Property Trustee will pay distributions to the holders of the
Preferred Securities as they appear on the applicable Trust's
securities register on the relevant record dates. As long as the
Preferred Securities are represented by one or more global securities
as described in "Book-Entry Issuance" below, the record dates will be
the close of business on the business day preceding each distribution
payment date, unless a different regular record date is established or
provided for the corresponding interest payment date on the
Subordinated Debt Securities. Subject to any applicable laws and
regulations and the provisions of the applicable trust declaration,
unless otherwise specified in the applicable prospectus supplement,
each payment will be made as described under "Book-Entry Issuance"
below. If any Preferred Securities are not represented by global
securities, then the record dates for the Preferred Securities will be
the fifteenth business day prior to each distribution payment date.

REDEMPTION OR EXCHANGE

Mandatory Redemption. Unless otherwise specified in the
applicable prospectus supplement, if the Subordinated Debt Securities
held by a Trust are repaid or redeemed in whole or in part, either
upon their maturity date or earlier, then the Property Trustee will
use those proceeds to redeem Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the
Subordinated Debt Securities repaid or redeemed. The redemption price
will be equal to the aggregate stated amount of the Trust Securities
being redeemed, plus any accumulated and unpaid distributions on those
securities up until the date of redemption, plus the amount of any
premium paid by NorthWestern upon the concurrent redemption of the
Subordinated Debt Securities. In the event of a partial redemption,
the Trust Securities will be redeemed proportionately from all of the
holders of Trust Securities. The Trust will give the holders of the

Trust Securities at least 30 days but not more than 60 days notice of
any redemption.

TAX EVENT OR INVESTMENT COMPANY EVENT REDEMPTION. If a Tax Event
or Investment Company Event (as defined below) occurs and is
continuing, NorthWestern will have the right to redeem the
Subordinated Debt Securities in whole (but not in part), thereby
causing a mandatory redemption of the Trust Securities in whole (but
not in part) at the redemption price within 90 days following the
occurrence of the Tax Event or Investment Company Event. NorthWestern
does not elect either to redeem the Subordinated Debt Securities or to
liquidate the Trust, the Preferred Securities will remain outstanding.

A "Tax Event" occurs when a Trust receives an opinion of counsel
to NorthWestern, rendered by a law firm having a recognized national
tax practice, stating that, as a result of any amendment to, change in
or announced proposed change in the laws or regulations of the United
States or any political subdivision or taxing authority, or as a
result of any official administrative decision, pronouncement,
judicial decision or action interpreting or applying the laws or
regulations, which amendment or change is effective or such proposed
change, pronouncement, action or decision is announced on or after the
date on which the Preferred Securities are issued and sold, there is
more than an insubstantial risk that any of the following may occur:

- the Trust is, or within 90 days of the date of the opinion
will be, subject to United States federal income tax with
respect to income received or accrued on the Subordinated
Debt Securities

- the interest payable by NorthWestern on the Subordinated
Debt Securities is not, or within 90 days of the date of the
opinion will not be, deductible by NorthWestern, in whole or
in part, for United States federal income tax purposes

- the Trust is, or within 90 days of the date of the opinion
will be, subject to more than a de minimis amount of other
taxes, duties or other governmental charges

An "Investment Company Event" occurs when a Trust receives an
opinion of counsel to NorthWestern experienced in securities matters
stating that, as a result of the occurrence of a change in law or
regulation or a written change (including any announced prospective
change) in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority,
there is more than an insubstantial risk that the Trust is or will be
considered an "investment company" that is required to be registered
under the Investment Company Act, which change or prospective change
becomes or would become effective on or after the date of the issuance
of the Preferred Securities.

If a Trust becomes subject to tax as a result of a Tax Event,
NorthWestern will pay additional sums on the Subordinated Debt
Securities held by the Trust as necessary so that the distributions
paid by the Trust on its Trust Securities will not be reduced as a
result of the taxes to which the Trust has become subject as a result
of the Tax Event.

DISTRIBUTION OF SUBORDINATED DEBT SECURITIES. Unless otherwise
specified in the applicable prospectus supplement, NorthWestern will
have the right to dissolve any Trust at any time. After satisfaction
of any liabilities to creditors of the Trust as provided by applicable
law, NorthWestern may cause the Trust to distribute the Subordinated
Debt Securities proportionately to the holders of the Trust Securities
in liquidation of the Trust.

After the date fixed for any distribution of the Subordinated
Debt Securities, the Preferred Securities will no longer be deemed to
be outstanding. Until they are presented for transfer or reissuance,
any certificates representing the Preferred Securities will be deemed
to represent Subordinated Debt Securities having a principal amount
equal to the stated liquidation amount of the Preferred Securities and
bearing accrued and unpaid interest in an amount equal to the
accumulated and unpaid distributions on the Preferred Securities.

We make no assurance as to the market prices for the Preferred
Securities or for the Subordinated Debt Securities that may be
distributed in exchange for Preferred Securities upon dissolution or
liquidation of any Trust. Accordingly, the Subordinated Debt
Securities that may be distributed upon dissolution or liquidation of
a Trust may trade at a discount to the price at which the Preferred
Securities were trading, and both may trade at less than the price
that the investor paid to purchase the Preferred Securities.

REDEMPTION PROCEDURES

If a Trust redeems any Preferred Securities, it will be at the
applicable redemption price using the proceeds received by the Trust
from the contemporaneous redemption of the Subordinated Debt
Securities by NorthWestern. A Trust will be able to redeem Preferred
Securities and to pay the applicable redemption price only to the
extent that it has funds available to pay the redemption price.

If a Trust notifies the holders of its Preferred Securities of a
redemption and the Preferred Securities to be redeemed are issued in
global form, then on the applicable redemption date, the Property
Trustee will deposit irrevocably with the depositary for the Preferred
Securities funds sufficient to pay the applicable redemption price, to
the extent it has funds available. In addition, the Property Trustee
will give the depositary irrevocable instructions and authority to pay
the redemption price to the beneficial owners of the Preferred
Securities. If the Preferred Securities are not issued in global form,
then the Property Trustee will pay the applicable redemption price to

the holders of the Preferred Securities by check mailed to their
addresses as they appear on the Trust's securities register on the
redemption date. In addition, the Property Trustee will give the
paying agent irrevocable instructions and authority to pay the
redemption price to the holders of the Preferred Securities upon
surrender of their certificates evidencing the Preferred Securities.
Notwithstanding the foregoing, distributions payable on or prior to a
redemption date for the Preferred Securities will be payable to the
holders of the Preferred Securities on the record dates for those
distributions. If a Trust gives notice of redemption and deposits
funds as required, then upon the date of the deposit, all of the
rights of the holders of the Preferred Securities to be redeemed will
cease, except for the right to receive the redemption price (without
interest), and the Preferred Securities will cease to be outstanding.
If the redemption date is not a business day, then redemption price
will be paid on the next business day (and without any interest or
other payment in respect of any delay). If, however, the next
business day falls in the next calendar year, then payment of the
redemption price will be made on the business day preceding the
redemption date.

If any payments for the redemption of any Preferred Securities
are improperly withheld or refused and not paid either by a Trust or
by NorthWestern pursuant to its guarantee, then distributions on the
Preferred Securities will continue to accumulate, at the then
applicable rate, from the redemption date originally established by
the Trust until the date upon which the redemption payments actually
are paid. In that case, the actual payment date will be the date of
redemption for purposes of calculating the applicable redemption
price.

Subject to the Trust's trust declaration and applicable law,
NorthWestern or its affiliates may purchase at any time and from time
to time outstanding Preferred Securities by tender, in the open market
or by private agreement and may resell these securities.

If less than all the Preferred Securities and Common Securities
are to be redeemed on a Redemption Date, then the aggregate
liquidation amount of the Preferred Securities and Common Securities
to be redeemed will be allocated proportionately to the Preferred
Securities and the Common Securities based upon their relative
aggregate liquidation amounts. The Property Trustee will select the
particular securities to be redeemed using a method it deems fair and
appropriate or, if the Preferred Securities are held in book-entry
form, in accordance with the depositary's customary procedures.

The Trust will mail notice of any redemption of the Trust
Securities at least 30 but not more than 60 days before the redemption
date to each registered holder of Preferred Securities to be redeemed
at its address appearing on the Trust's securities register. Unless
NorthWestern defaults in payment of the redemption price on the
Subordinated Debt Securities, on the redemption date interest will

cease to accrue on the Subordinated Debt Securities called for
redemption. Similarly, unless payment of the redemption price in
respect of the Preferred Securities is withheld or refused and not
paid either by a Trust or by NorthWestern pursuant to its guarantee,
on the redemption date distributions will cease to accumulate on the
Preferred Securities called for redemption.

SUBORDINATION OF COMMON SECURITIES

The payment of distributions on, and any payment upon redemption
of, a Trust's Preferred Securities and Common Securities will be made
proportionately based on their relative aggregate liquidation amounts.
If, however, an Event of Default under the Subordinated Indenture
(which also constitutes a "Trust Enforcement Event" under the trust
declaration) has occurred and is continuing on any distribution
payment date or redemption date, then the amounts payable on that date
will not be made on any of the Common Securities, and no other payment
on account of the redemption, liquidation or other acquisition of any
Common Securities will be made until all accumulated and unpaid
distributions or redemption payments on all of the outstanding
Preferred Securities are fully paid. For a further discussion of the
effects of events of default, see "Description of Debt Securities--
Events of Default." The Trusts will not issue any securities or other
interests in their assets other than their Preferred Securities and
Common Securities.

If a Trust Enforcement Event under a Trust's trust declaration
has occurred and is continuing with respect to the Preferred
Securities, then NorthWestern, as sole holder of the Common
Securities, will be deemed to have waived any right to act with
respect to that event until the effect of that event on the Preferred
Securities has been cured, waived or otherwise eliminated. Until
then, the Property Trustee will act solely on behalf of the holders of
the Preferred Securities and not on behalf of NorthWestern, as holder
of the Common Securities. Under these circumstances, only the holders
of the Preferred Securities will have the right to direct the Property
Trustee to act on their behalf. For a further discussion of Trust
Enforcement Events, see "--Trust Enforcement Events; Notice."

DISSOLUTION OF A TRUST AND DISTRIBUTIONS UPON DISSOLUTION

Unless otherwise specified in the applicable prospectus
supplement, each Trust will automatically dissolve upon the expiration
of its term or, if earlier, on the first to occur of:

- certain events of bankruptcy, dissolution or liquidation of
NorthWestern or the holder of the Common Securities

- the written direction to the Property Trustee from
NorthWestern at any time to dissolve such Trust and to
distribute the Subordinated Debt Securities in exchange for
the Trust Securities

- the redemption of all of the Preferred Securities as
described under "--Redemption or Exchange--Mandatory
Redemption"

- the entry of an order for the dissolution of the Trust by a
court of competent jurisdiction.

If a Trust dissolves prior to the redemption of all of its
Preferred Securities, the Property Trustee will liquidate the Trust by
first satisfying any liabilities to creditors of the Trust and then
distributing the Subordinated Debt Securities to the holders of the
Trust Securities. If the Property Trustee determines that it is not
practical to distribute the Subordinated Debt Securities, the holders
of the Trust Securities will be entitled to receive cash or other
immediately available funds out of the assets of the Trust, to the
extent such funds are available for distribution after satisfaction of
the Trust's liabilities to any creditors. The amount of the
liquidation distribution payable with respect to each Trust Security
will be equal to the aggregate of the stated liquidation amount of
that Trust Security plus accumulated and unpaid distributions to the
date of payment. If, however, Subordinated Debt Securities are to be
distributed in connection with the liquidation, then the holders of
the Trust Securities will receive for each Trust Security Subordinated
Debt Securities having an aggregate principal amount equal to the
aggregate stated liquidation amount of the Trust Security, with an
interest rate identical to the distribution rate of, and accrued and
unpaid interest equal to accumulated and unpaid distributions on, the
Trust Security.

If a liquidation distribution can be paid only in part because
the Trust has insufficient assets available to pay the distribution in
full, then it will be paid to the holders of the Preferred Securities
and NorthWestern, as the holder of the Common Securities,
proportionately based on the relative aggregate liquidation amounts of
their securities. If, however, an Event of Default under the
Indenture has occurred and is continuing, then the Preferred
Securities will have a preference over the Common Securities with
regard to any liquidation distributions.

TRUST ENFORCEMENT EVENTS; NOTICE

Under each Trust's trust declaration, the holders of the Trust
Securities have particular rights if an Event of Default has occurred
and is continuing with respect to the Subordinated Debt Securities
owned by that Trust. When referring to the effect of an Event of
Default under the Subordinated Indenture on the rights of a holder of
Trust Securities, we call it a "Trust Enforcement Event." If a Trust
Enforcement Event has occurred and is continuing, the Preferred
Securities will have a preference over the Common Securities, as
described above under "--Subordination of Common Securities."

The Property Trustee will transmit by mail, first class postage
prepaid, notice of any Trust Enforcement Event to the holders of the
Trust Securities within 90 days of its occurrence unless the Trust
Enforcement Event has been cured. NorthWestern and the trustees of
the Trust who are NorthWestern employees are required to file annually
with the Property Trustee a certificate as to whether or not they are
in compliance with all the conditions and covenants applicable to them
under the trust declaration, as well as any reports that may be
required to be filed by them under the Trust Indenture Act.

See "Description of Debt Securities--Events of Default" above for
a discussion of the rights of a holder of Preferred Securities to
enforce the Property Trustee's rights with respect to Subordinated
Debt Securities and to bring an action directly against NorthWestern
for payment of Subordinated Debt Securities having an aggregate
principal amount equal to the aggregate liquidation amount of his or
her Preferred Securities.

REMOVAL OF TRUSTEES

The holders of the Common Securities may remove any Trustee with
or without cause at any time. The removal or resignation of a
Property Trustee, however, will not be effective until a successor
Trustee possessing the qualifications to act as a Property Trustee has
accepted its appointment in accordance with the provisions of the
Trust Declaration. If an Event of Default under an Indenture has
occurred and continues, the Property Trustee may only be removed by a
majority of the stated liquidation amount of the Preferred Securities.

MERGER OR CONSOLIDATION OF TRUSTEES

Any entity into which the Property Trustee, the Delaware Trustee
or any other trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which a
trustee may be a party, or any entity succeeding to all or
substantially all the corporate trust business of a trustee, will be
the successor of that trustee under the trust declaration, provided
that the successor entity is otherwise qualified and eligible.

MERGERS AND CONSOLIDATIONS

A Trust may not merge or consolidate with or into, or be replaced
by, or transfer or lease its properties and assets substantially as an
entirety to, any corporation or other entity, except as described
below or as described in "Dissolution of a Trust and Distributions Upon
Dissolution." Any Trust may, without the consent of the holders of the
Trust Securities or the Property Trustee, merge or consolidate with or
into, or be replaced by, a trust organized as such under the laws of any
state. Any merger, consolidation, replacement, transfer or lease will
be subject to the following limitations:

- If the Trust is not the successor entity, then the successor
entity either must expressly assume all of the Trust's
obligations with respect to the Trust Securities or
substitute for the Trust Securities other securities having
substantially the same terms and priority as the Trust
Securities

- NorthWestern must expressly appoint a trustee of any
successor entity that has the same powers and duties as the
Property Trustee has in its role as the holder of the
Subordinated Debt Securities

- The Preferred Securities or any substituted securities must
be listed on any national securities exchange or other
market on which the Preferred Securities are then listed

- The merger, consolidation or replacement must not cause the
Preferred Securities or any substituted securities to be
downgraded by any nationally recognized statistical rating
organization

- The merger, consolidation or replacement must not adversely
affect the rights, preferences and privileges of the holders
of the Trust Securities or any substituted securities in any
material respect (other than with respect to any dilution of
the holders' interest in the new entity)

- If the Trust is not the successor entity, then the successor
entity must have a purpose substantially identical to that
of the Trust

- NorthWestern must have received an opinion of a nationally
recognized independent counsel to the Trust experienced in
such matters stating that the merger, consolidation or
replacement does not adversely affect the rights,
preferences and privileges of the holders of the Trust
Securities or any substituted securities in any material
respect (other than with respect to any dilution of the
holders' interest in the new entity) and that, following the
merger, consolidation or replacement, neither the Trust nor
any successor entity will be required to register as an
investment company under the Investment Company Act
- NorthWestern must guarantee the obligations of the successor
entity under the substituted securities at least to the
extent provided by its guarantee of the Preferred Securities

Notwithstanding the foregoing, unless the holders of all of the
Trust's Trust Securities consent, no Trust may merge or consolidate
with or into, or be replaced by, any other entity or permit any other
entity to merge or consolidate with or into, or replace, it, if the
merger, consolidation or replacement would cause the Trust or the

successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF TRUST DECLARATION

The holders of the Preferred Securities will have no voting
rights except as provided below and under "Description of the
Guarantee--Modifications of the Guarantee; Assignment" and as
otherwise required by the trust declaration, the Delaware Business
Trust Act, the Trust Indenture Act and other applicable law.

Subject to the Property Trustee obtaining a tax opinion in the
circumstances described in the last sentence of this paragraph, the
holders of a majority in aggregate liquidation amount of the Preferred
Securities, voting separately as a class, 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 Trust
Declaration. This includes the right to direct the Property Trustee,
as holder of the Subordinated Debt Securities, to do any of the
following:

- to exercise the remedies available under the Subordinated
Indenture with respect to the Subordinated Debt Securities

- to waive any past Event of Default that is waivable under
the Subordinated Indenture

- to exercise any right to rescind or annul a declaration that
the principal of all the Subordinated Debt Securities shall
be due and payable

Notwithstanding the foregoing, where a consent under the Subordinated
Indenture would require the consent of all holders of the Subordinated
Debt Securities, the Property Trustee may not give its consent without
the prior direction of all holders of the Preferred Securities. The
Property Trustee shall notify all holders of the Preferred Securities
of any notice of default received from the indenture trustee with
respect to the Subordinated Debt Securities. The notice shall state
that the Event of Default under the Indenture also constitutes a Trust
Enforcement Event. Except with respect to directing the time, method
and place of conducting a proceeding for a remedy, the Property
Trustee may not take any of the actions described above unless it has
obtained an opinion of tax counsel stating that, as a result of the
action, the Trust will not fail to be classified as a grantor trust
for United States federal income tax purposes.

If the Subordinated Indenture requires the consent of the
Property Trustee, as the holder of the Subordinated Debt Securities,
with respect to any amendment or modification of the Subordinated
Indenture, the Property Trustee will request the direction of the
holders of the Trust Securities and will vote with respect to that

amendment or modification as directed by the holders of a majority in
stated liquidation amount of the Trust Securities voting together as a
single class. If, however, an amendment or modification under the
Subordinated Indenture would require the consent of the holders of
more than a majority of the Subordinated Debt Securities, then the
Property Trustee may give consent only at the direction of the holders
of at least the same proportion in aggregate liquidation amount of the
Trust Securities. The Property Trustee will not take any action in
accordance with the directions of the holders of the Trust Securities
unless it has obtained an opinion of independent tax counsel to the
effect that, as a result of the action, the Trust will not be
classified as other than a grantor trust for United States federal
income tax purposes, and that each holder of Trust Securities will be
treated as owning an undivided beneficial ownership interest in the
Subordinated Debt Securities.

A waiver of an Event of Default under the Subordinated Indenture
with respect to the Subordinated Debt Securities will constitute a
waiver of the corresponding Trust Enforcement Event.

Any required approval or direction of the holders of the
Preferred Securities may be given at a separate meeting of holders of
the Preferred Securities convened for that purpose, at a meeting of
all of the holders of the Trust Securities or pursuant to written
consent. The trustees will cause a notice of any meeting at which the
holders of the Preferred Securities are entitled to vote to be mailed
to each holder of record of Preferred Securities. Each notice will
include the date of the meeting, a description of any resolution
proposed for adoption at the meeting on which the holders are entitled
to vote and instructions for the delivery of proxies. Preferred
Securities owned by NorthWestern, the trustees or any entity directly
or indirectly controlled by, or under direct or indirect common
control with, NorthWestern will not be entitled to vote or consent and
will, for purposes of the vote or consent, be treated as if they were
not outstanding.

No vote or consent of the holders of Preferred Securities will be
required for a Trust to redeem and cancel the Preferred Securities or
to distribute the Subordinated Debt Securities in accordance with its
trust declaration and the terms of its Trust Securities.

The holders of the Preferred Securities will have no rights to
appoint or remove the trustees, except during the continuance of an
Event of Default under the Subordinated Indenture. At all other
times, NorthWestern, as the holder of all of the Common Securities,
solely will have the right to appoint, remove or replace the trustees.
If an Event of Default under the Indenture has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be
removed and replaced by the holders of a majority in liquidation
amount of the Preferred Securities.

Generally, the trust declaration may be amended without the
consent of the holders of the Trust Securities, if the amendment does
not have a material adverse effect on the rights, preferences or
privileges of the holders of the Trust Securities. However, any
amendment that affects the powers, preferences or special rights of
the Trust Securities, or that results in the dissolution, winding-up
or termination of any Trust (other than pursuant to its trust
declaration), will not be effective without the approval of the
holders of at least 66 2/3% of the stated liquidation amount of the
Trust Securities. If an amendment affects only the powers,
preferences or special rights of the Preferred Securities or the
Common Securities, but not both, then the only required approval if
that of the holders of the affected class. Any amendment that changes
the amount or timing of any distribution, otherwise adversely affects
the amount of any distribution required to be made in respect of the
Trust Securities or restricts the rights of a holder of Trust
Securities to institute a suit for the enforcement of payment of
distributions requires the approval of each holder of Trust
Securities.

PAYMENT AND PAYING AGENT

Payments in respect of the Preferred Securities issued as global
securities will be made to the applicable depositary, which will
credit the relevant participants' accounts on the applicable
distribution payment dates. If the Preferred Securities are not
issued in global form, then the payments will be made by check mailed
to the address of the holder entitled thereto as it appears on the
Trust's security register. Unless otherwise specified in the
applicable prospectus supplement, the paying agent for the Preferred
Securities initially will be the Property Trustee. The paying agent
may resign upon 30 days' written notice to the Property Trustee and
NorthWestern.

REGISTRAR AND TRANSFER AGENT

Unless otherwise specified in the applicable prospectus
supplement, the Property Trustee will act as registrar and transfer
agent for the Preferred Securities.

Registration of transfers of Preferred Securities will be
effected without charge by or on behalf of each Trust, but each Trust
may require payment of any tax or other governmental charges that may
be imposed in connection with any transfer or exchange of Preferred
Securities.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee will not be liable for any action taken,
suffered or omitted to be taken by it without negligence, in good
faith and reasonably believed by it to be authorized or within the
discretion, rights or powers conferred upon it by the Trust's trust

declaration. The Property Trustee will be under no obligation to
exercise any rights or powers vested in it by the trust declaration at
the request or direction of any holder of Trust Securities, unless the
holder provides the Property Trustee security and indemnity,
reasonably satisfactory to the Property Trustee, against the costs and
expenses and liabilities that might be incurred by it in complying
with the request or direction.

GOVERNING LAW

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

DESCRIPTION OF THE GUARANTEES

Each Guarantee will qualify as an indenture under the Trust
Indenture Act, and The Wilmington Trust Company will act as "Guarantee
Trustee" under each Guarantee. The Guarantee Trustee will hold each
Guarantee for the benefit of the holders of the Preferred Securities
of the applicable Trust. The following summary of Guarantees are not
complete and are qualified in their entirety by the provisions of each
Guarantee Agreement and the Trust Indenture Act. A form of Guarantee
Agreement has been filed as an exhibit to the registration statement
of which this prospectus forms a part.

GENERAL

To the extent set forth in each Guarantee and except to the
extent paid by a Trust, NorthWestern will irrevocably and
unconditionally agree to pay to the holders of the Preferred
Securities, in full, as and when due, regardless of any defense, right
of setoff or counterclaim that a Trust may have or assert, the
following amounts:

- all accumulated and unpaid distributions on the Preferred
Securities, to the extent the Trust has funds available

- the redemption price, including all accumulated and unpaid
distributions to the date of redemption, with respect to the
Preferred Securities upon the redemption of the Subordinated
Debt Securities, if a Tax Event occurs or upon maturity of
the Subordinated Debt Securities, to the extent the Trust
has funds available

- upon a voluntary or involuntary dissolution, winding-up or
termination of the Trust (other than in connection with the
distribution of Subordinated Debt Securities to the holders
of the Trust Securities), the lesser of

- the aggregate of the stated liquidation amount and all
accumulated and unpaid distributions on the Preferred
Securities to the date of payment, to the extent the Trust
has funds available, and

- the amount of assets of the Trust remaining available for
distribution to holders of the Preferred Securities in
liquidation of the Trust.

NorthWestern may satisfy its obligation to make a payment under a
Guarantee by paying the required amounts to the holders of Preferred
Securities itself or by causing the applicable Trust to make the
payments.

If a Trust Enforcement Event has occurred and is continuing, the
rights of holders of the Common Securities to receive payments under
the applicable Guarantee will be subordinated to the rights of the
holders of the Preferred Securities to receive their payments. For a
more detailed explanation of the subordination of the Common
Securities see "Description of the Preferred Securities--Subordination
of Common Securities."

Each Guarantee will apply only to the extent the applicable Trust
has funds available to make payments with respect to the Preferred
Securities. If NorthWestern does not make interest payments on the
Subordinated Debt Securities owned by the Trust, the Trust will not
have funds available to pay distributions on the Preferred Securities.

Through the Guarantees, the Subordinated Debt Securities and the
Subordinated Indenture, taken together, NorthWestern has fully and
unconditionally guaranteed all of a Trust's obligations under its
Preferred Securities. No single document standing alone or operating
in conjunction with fewer than all of the other documents constitutes
a full guarantee. It is only the combined operation of the documents
that has the effect of providing a full and unconditional guarantee of
the Trust's obligations under the trust declaration. For further
information on the interrelation of these documents, see "Relationship
Among the Preferred Securities, the Subordinated Debt Securities and
the Guarantees."

STATUS OF THE GUARANTEES

Each Guarantee will constitute a guarantee of payment and not of
collection. The beneficiaries of a Guarantee may institute a legal
proceeding directly against NorthWestern to enforce their rights under
the Guarantee without instituting a legal proceeding against anyone
else.

CERTAIN COVENANTS OF NORTHWESTERN

NorthWestern will covenant that, as long as any Preferred
Securities are outstanding, if NorthWestern has received written
notice of an event of default under a Guarantee, then NorthWestern
will be subject to the same restrictions on paying dividends and
making other payments with respect to any of its capital stock or debt
securities as if it had given notice of its election to defer payments
of interest on any Subordinated Debt Securities. For a description of
these restrictions, and the exceptions to the restrictions, see
"Description of Debt Securities--Option to Extend Interest Payment
Period."

MODIFICATIONS OF THE GUARANTEES; ASSIGNMENT

Except with respect to any changes that do not adversely affect
the rights of holders of the Preferred Securities in any material
respect (in which case no security holder approval is 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. All guarantees and agreements contained in each
Guarantee will bind the successors, assigns, receivers, trustees and
representatives of NorthWestern and will inure to the benefit of the
holders of the Preferred Securities then outstanding.

EVENTS OF DEFAULT

An event of default under a Guarantee will occur upon the failure
of NorthWestern to make any payment or perform any of its other
obligations required by the Guarantee.

The holders of a majority in stated 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 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 the
Guarantee after receiving a written request to do so from a holder of
Preferred Securities, then the holder of Preferred Securities may
institute a legal proceeding directly against NorthWestern to enforce
its rights under the Guarantee, without first instituting a legal
proceeding against the Trust, the Guarantee Trustee or anyone else.
Notwithstanding the foregoing, if NorthWestern has failed to make a
payment under the Guarantee with respect to a Trust, a holder of that
Trust's Trust Securities may institute a proceeding directly against
NorthWestern for enforcement of payment under the Guarantee.

NorthWestern, as guarantor, is required to file annually with the
Guarantee Trustee a certificate indicating whether or not it is in
compliance with all of the conditions and obligations applicable to it
under each Guarantee.

TERMINATION

A Guarantee will terminate:

- if a Tax Event occurs,

- upon maturity of the Subordinated Debt Securities held by
the Trust,

- upon full payment of the redemption price of all of the
Trust's Trust Securities,

- upon distribution of the Subordinated Debt Securities held
by the Trust to the holders of its Trust Securities or

- upon full payment of the amounts payable in accordance with
the trust declaration upon liquidation of the Trust.

A Guarantee will continue to be effective, or will be reinstated,
if any holder of Trust Securities is required to return payment of any
sums paid under the Trust Securities or the Guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

Prior to a default with respect to a Guarantee, the Guarantee
Trustee will undertake to perform only those duties specifically set
forth in the Guarantee. After a default, the Guarantee Trustee will
exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. The Guarantee
Trustee will be under no obligation to exercise any of the rights or
powers vested in it by the Guarantee at the request of any holder of
the Preferred Securities unless the holder offers the Guarantee
Trustee a reasonable indemnity against the costs, expenses and
liabilities that might be incurred by the Guarantee Trustee.

GOVERNING LAW

Each Guarantee will be governed by the internal laws of the State
of New York.

RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE
SUBORDINATED DEBT SECURITIES AND THE GUARANTEES

Through the Guarantees, the Subordinated Debt Securities and the
Subordinated Indenture, taken together, NorthWestern will fully and
unconditionally guarantee all of a Trust's obligations under its
Preferred Securities. No single document standing alone or operating
in conjunction with fewer than all of the other documents constitutes
a full guarantee. It is only the combined operation of the documents
that has the effect of providing a full and unconditional guarantee of
the Trust's obligations under the trust declaration.

SUFFICIENCY OF PAYMENTS

As long as payments of interest and other amounts are made when
due on the Subordinated Debt Securities, the payments will be
sufficient to cover distributions and other payments due on the
Preferred Securities because of the following factors:

- the aggregate principal amount of the Subordinated Debt
Securities will be equal to the aggregate stated liquidation
amount of the Trust Securities

- the interest rate and the interest and other payment dates
for the Subordinated Debt Securities will match the
distribution rate and distribution and other payment dates
for the Preferred Securities

- NorthWestern, as issuer of the Subordinated Debt Securities,
will pay all costs, expenses and other obligations of the
Trust, other than payments on the Trust Securities, so that
the Trust will not be obligated to pay those amounts

- the trust declaration prohibits a Trust from engaging in any
activity that is not consistent with the limited purposes of
such Trust.

If NorthWestern makes a payment under a Guarantee, it has the
right to set off that amount against any payment it is otherwise
required to make under the Subordinated Debt Securities.

ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES

The trust declaration provides that if NorthWestern fails to make
interest or other payments on the Subordinated Debt Securities when
due (taking account of any Extension Period), the holders of the
Preferred Securities may direct the Property Trustee to enforce its
rights under the Subordinated Indenture. For a further discussion of
a Preferred Security holder's rights, see "Description of the Trusts'
Preferred Securities - Voting Rights; Amendment of Trust Declaration."
If the Property Trustee fails to enforce its rights under the
Subordinated Debt Securities after a holder of Preferred Securities
has made a written request, the holder of Preferred Securities may, to
the fullest extent permitted by law, institute a legal proceeding
directly against NorthWestern to enforce the Property Trustee's rights
under the Subordinated Indenture without first bringing an action against
the Property Trustee. In addition, if an Event of Default under the
Subordinated Indenture has occurred and is continuing and is attributable
to the failure of NorthWestern to pay interest or principal on the
Subordinated Debt Securities held by a Trust, then a holder of that
Trust's Preferred Securities may institute a proceeding directly against
NorthWestern to enforce payment to him or her of the principal and

interest on Subordinated Debt Securities having an aggregate principal
amount equal to the aggregate liquidation amount of his or her Preferred
Securities.

If NorthWestern fails to make payments under a Guarantee, a
holder of Preferred Securities may institute a proceeding directly
against NorthWestern to enforce the Guarantee.

LIMITED PURPOSE OF TRUST

The Preferred Securities evidence beneficial ownership interests
in a Trust, and each Trust exists for the sole purpose of issuing and
selling its Trust Securities and using the proceeds to purchase
Subordinated Debt Securities. The primary difference between the
rights of a holder of Preferred Securities and a holder of
Subordinated Debt Securities is that a holder of Subordinated Debt
Securities is entitled to receive interest and principal payments on
Subordinated Debt Securities from NorthWestern, while a holder of
Preferred Securities is entitled to receive distributions and other
payments from a Trust (or from NorthWestern under a Guarantee) only if
and to the extent the Trust has funds available to make those
payments.

RIGHTS UPON DISSOLUTION

Upon any voluntary or involuntary dissolution, winding-up or
liquidation of a Trust involving the redemption or repayment of the
Subordinated Debt Securities, the holders of the Trust Securities will
be entitled to receive, out of assets held by the Trust and subject to
the rights of any creditors of the Trust, the liquidation distribution
described under "Description of the Preferred Securities--Dissolution
of a Trust and Distributions upon Dissolution." Because NorthWestern
is the guarantor under each Guarantee and, as issuer of the
Subordinated Debt Securities, has agreed to pay for all costs,
expenses and liabilities of each Trust (other than its obligations to
the holders of the Trust Securities), the positions of a holder of
Trust Securities and a holder of the Subordinated Debt Securities held
by the Trust relative to other creditors and stockholders of
NorthWestern in the event of liquidation or bankruptcy of NorthWestern
would be substantially the same.

BOOK-ENTRY ISSUANCE

Unless otherwise specified in the applicable prospectus
supplement, any securities that we may offer using this prospectus,
other than common stock, may be issued in global form ("Global
Securities"). The specific terms for issuing any security as a Global
Security will be described in the prospectus supplement relating to
that security.

Unless otherwise specified in the applicable prospectus
supplement, the depositary for any Global Securities will be The
Depository Trust Company ("DTC").

Global Securities will be issued as fully registered securities
registered in the name of DTC's nominee, Cede & Co. One or more fully
registered Global Securities will be issued for each issue of
securities, each in the aggregate principal or stated amount of such
issue, and will be deposited with DTC.

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 of the Securities Exchange Act. DTC holds
securities that its 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 of DTC include
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a
number of its direct participants and by the New York Stock Exchange,
the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to DTC's system is also available to
others, such as securities brokers and dealers, banks and trust
companies, that clear through or maintain a custodial relationship
with a direct participant. The rules applicable to DTC and its
Participants are on file with the SEC.

Purchases of securities under DTC's system must be made by or
through a direct participant, which will receive a credit for such
securities on DTC's records. The ownership interest of each actual
purchaser of each security -- the beneficial owner -- is in turn
recorded on the records of direct and indirect participants.
Beneficial owners will not receive written confirmation from DTC of
their purchases, but they should receive written confirmations
providing details of the transactions, as well as periodic statements
of their holdings, from the participants through which they entered
into the transactions. Transfers of ownership interests in the
securities are accomplished by entries made on the books of
participants acting on behalf of beneficial owners. Beneficial owners
will not receive certificates representing their securities, except in
the event that use of the book-entry system for the securities is
discontinued.

To facilitate subsequent transfers, all Global Securities that
are deposited with, or on behalf of, DTC are registered in the name of
DTC's nominee, Cede & Co. The deposit of Global Securities with, or
on behalf of, 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 securities; DTC's records reflect only
the identity of the direct participants to whose accounts such
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 and indirect participants to beneficial owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to
the Global Securities. Under its usual procedures, DTC will mail an
omnibus proxy to NorthWestern (in the case of Mortgage Bonds, Debt
Securities or Priority Stock), or a Trust (in the case of Preferred
Securities) as soon as possible after the applicable record date. The
omnibus proxy assigns Cede & Co.'s consenting or voting rights to
those direct participants to whose accounts the securities are
credited on the applicable record date (identified in a listing
attached to the omnibus proxy).

Redemption proceeds, distributions, principal payments and any
premium, interest or other payments on the Global Securities will be
made to Cede & Co., as nominee of DTC. DTC's practice is to credit
direct participants' accounts on the applicable payment date in
accordance with their respective holdings shown on DTC's records,
unless DTC has reason to believe that it will not receive payment on
that 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 accounts of customers in bearer form
or registered in "street name," and will be the responsibility of the
participant and not of DTC, NorthWestern, any Trust or any trustee,
subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of redemption payments, principal
and any premium, interest or other payments to DTC is the
responsibility of NorthWestern and the applicable paying agent (in the
case of Mortgage Bonds, Debt Securities or Priority Stock) or a Trust
and the applicable paying agent (in the case of the Preferred
Securities), disbursement of payments to direct participants will be
the responsibility of DTC, and disbursement of payments to the
beneficial owners will be the responsibility of direct and indirect
participants.

If applicable, redemption notices will be sent to Cede & Co. If
less than all of the securities of like tenor and terms are being
redeemed, DTC's practice is to determine by lot the amount of the
interest of each direct participant in such issue to be redeemed.

A beneficial owner electing to have its interest in a Global
Security repaid by NorthWestern will give any required notice through
its participant and will effect delivery of its interest by causing
the direct participant to transfer the participant's interest in the
Global Securities on DTC's records to the appropriate party. The
requirement for physical delivery in connection with a demand for

repayment will be deemed satisfied when the ownership rights in the
Global Securities are transferred on DTC's records.

DTC's management is aware that some computer applications,
systems and the like for processing data that are dependent upon
calendar dates, including dates before, on, and after January 1, 2000,
may encounter "Year 2000 problems." DTC has informed the financial
community that it has developed and is implementing a program so that
its systems, as they relate to the timely payment of distributions
(including principal and interest payments) to security holders, book-
entry deliveries and settlement of trades within DTC, continue to
function appropriately. This program includes a technical assessment
and a remediation plan, each of which is complete. Additionally,
DTC's plan includes a testing phase, which DTC expects to be completed
within appropriate time frames.

However, DTC's ability to perform properly its services is also
dependent upon other parties, including issuers and their agents,
third party vendors from which DTC licenses software and hardware, and
third party vendors on which DTC relies for information or the
provision of services, including telecommunication and electrical
utility service providers, among others. DTC has informed the
financial community that it is contacting (and will continue to
contact) third party vendors from which it acquires services to
impress upon them the importance of those services being Year 2000
compliant, and to determine the extent of their efforts for Year 2000
remediation (and, as appropriate, testing) of their services. In
addition, DTC is in the process of developing contingency plans that
it deems appropriate.

The foregoing information with respect to DTC has been provided
to the financial community for information purposes only and is not
intended to serve as a representation, warranty or contract
modification of any kind.

DTC may discontinue providing its services as securities
depositary with respect to the Global Securities at any time by giving
reasonable notice to the applicable issuer or the applicable trustee.
Under such circumstances, in the event that a successor securities
depositary is not obtained, certificates for the securities are
required to be printed and delivered.

NorthWestern or any Trust, as the case may be, may decide to
discontinue use of the system of book-entry transfers through DTC (or
a successor securities depositary). In that event, certificates for
the securities will be printed and delivered.

The information in this section concerning DTC and DTC's system
has been obtained from sources that we believe to be reliable, but we
take no responsibility for the accuracy of this information.

PLAN OF DISTRIBUTION

We may sell securities to one or more underwriters for public
offering and sale by them, or we may sell securities to investors
directly or through agents. We will name any underwriter or agent
involved in the offer and sale of securities in the applicable
prospectus supplement. Any sale of securities to an underwriter may
include standby call arrangements or other arrangements whereby the
underwriter purchases securities directly or indirectly from
NorthWestern in connection with a redemption of securities convertible
into securities.

Any distribution of securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be
changed, or from time to time at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at
negotiated prices. Each prospectus supplement will describe the
method of distribution of the securities being offered.

In connection with the sale of securities, underwriters or agents
acting on NorthWestern's behalf may be deemed to have received
compensation from NorthWestern in the form of underwriting discounts
or commissions and may also receive commissions from purchasers of
securities for whom they may act as agent. Underwriters may sell
securities to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions or commissions from
the underwriters and commissions from the purchasers for whom they may
act as agent.

Any underwriting compensation paid to underwriters or agents in
connection with the offering of securities, and any discounts,
concessions or commissions allowed by underwriters to participating
dealers, will be described in the applicable prospectus supplement.
Underwriters, dealers and agents participating in a distribution of
securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale
of securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements entered into with
NorthWestern, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the Securities
Act.

If so indicated in the applicable prospectus supplement,
NorthWestern will authorize underwriters acting as NorthWestern's
agents to solicit offers by institutional investors to purchase
securities pursuant to delayed delivery contracts providing for
payment and delivery on the dates stated in the prospectus supplement.
Each delayed delivery contract will be for an amount not less than,
and the amount of securities sold pursuant to all contracts will be
not less nor more than, the amounts stated in the prospectus
supplement. Institutions with which delayed delivery contracts may be

made include commercial and savings banks, insurance companies,
pension funds, investments companies, educational and charitable
institutions and other institutions and will in all cases be subject
to the approval of NorthWestern. The obligations of any purchaser
under any delayed delivery contract will not be subject to any
conditions, other than compliance with applicable law and, if the
securities are also being sold to underwriters, that NorthWestern
shall have sold to the underwriters the amount of the securities that
are not covered by delayed delivery contracts. The underwriters will
not have any responsibility in respect of the validity or performance
of any delayed delivery contracts.

EXPERTS

The financial statements and schedules included in NorthWestern's
1998 Annual Report on Form 10-K and incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of
said firm as experts in giving said reports.

LEGAL OPINIONS

The legality of the securities of NorthWestern offered hereby
will be passed upon for NorthWestern by Schiff Hardin & Waite,
Chicago, Illinois. Certain matters of Delaware law relating to the
validity of the Preferred Securities, the enforceability of the trust
declarations and the creation of the Trusts will be passed upon by
Richards, Layton & Finger, PA, Wilmington, Delaware.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the issuance and distribution of
the securities covered hereby are estimated to be as follows:

Securities and Exchange Commission filing fee . . . . . $139,000

Printing and engraving . . . . . . . . . . . . . . . . . 50,000

Transfer Agent and Registrar fees . . . . . . . . . . . . 1,000

Legal fees and expenses . . . . . . . . . . . . . . . . . 50,000

Accounting fees . . . . . . . . . . . . . . . . . . . . 2,000

Trustee's Fees . . . . . . . . . . . . . . . . . . . . . 14,000

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 4,000

Total $260,000

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-Laws of NorthWestern Corporation (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).

The directors and officers of the Company are covered by
insurance policies indemnifying against certain liabilities, including

II-1

certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they
cannot be indemnified by the Company.

Under each Trust Declaration the Company will agree to indemnify
each of the trustees or predecessor trustees of the registrant trusts
(each a "Trust") with respect to the applicable Trust Declarations and
to hold each such trustee harmless against any loss, damage, claim,
liability or expense, incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or
administration of the Trust Declarations, including the costs and
expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or
duties under the Trust Declarations.

ITEM 16. EXHIBITS.

Reference is made to information contained in the Exhibit Index
filed as a 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:

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

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

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

II-2

Provided, however, that paragraphs (1)(i) and (1)(ii) 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 registrant pursuant to Section 13
or 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.

(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.

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

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing
provisions, 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 the 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 the Act and will be
governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 of the
undersigned, thereunto duly authorized, in the City of Sioux Falls,
State of South Dakota, on the 12th day of July, 1999.

NORTHWESTERN CORPORATION
(Registrant)

By /s/ Merle D. Lewis
--------------------------------
Merle D. Lewis
Chairman and Chief Executive
Officer
________________________

POWER OF ATTORNEY

Each director and officer of the Company whose signature appears
below hereby authorizes the agent for service named in the
registration statement to execute in the name of such person, and to
file, any amendment to the registration statement necessary or
advisable to enable the registrant to comply with the Securities Act
of 1933, 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.

Date Signature and Title

/s/ M. D. Lewis
July 12, 1999 -----------------------------
M. D. Lewis, Chairman and Chief
Executive Officer

/s/ R. R. Hylland
July 12, 1999 -----------------------------
R. R. Hylland, President, Chief
Operating Officer and Director

/s/ D. K. Newell
July 12, 1999 -----------------------------
D. K. Newell, Senior Vice President
- Finance and Chief Financial
Officer
(Principal Financial Officer)

II-4

/s/ David A. Monaghan
July 12, 1999 -----------------------------
David A. Monaghan, Controller and
Treasurer
(Principal Accounting Officer)

/s/ Randy G. Darcy
July 12, 1999 ------------------------------
Randy G. Darcy, Director

/s/ Gary G. Drook
July 12, 1999 ------------------------------
Gary G. Drook, Director

/s/ Jerry W. Johnson
July 12, 1999 ------------------------------
Jerry W. Johnson, Director

/s/ Aelred J. Kurtenbach
July 12, 1999 ------------------------------
Aelred J. Kurtenbach, Director

/s/ Larry F. Ness
July 12, 1999 ------------------------------
Larry F. Ness, Director

/s/ Gary Olson
July 12, 1999 ------------------------------
Gary Olson, Director

/s/ Bruce I. Smith
July 12, 1999 ------------------------------
Bruce I. Smith, Director

II-5

NORTHWESTERN CAPITAL FINANCING II
(Registrant)

By: NORTHWESTERN CORPORATION, Sponsor

By: /s/ Merle D. Lewis
----------------------------
Merle D. Lewis
Chairman and Chief Executive
Officer

NORTHWESTERN CAPITAL FINANCING III
(Registrant)

By: NORTHWESTERN CORPORATION, Sponsor

By: /s/ Merle D. Lewis
----------------------------
Merle D. Lewis
Chairman and Chief Executive
Officer

II-6

NORTHWESTERN CAPITAL FINANCING IV
(Registrant)

By: NORTHWESTERN CORPORATION, Sponsor

By: /s/ Merle D. Lewis
----------------------------
Merle D. Lewis
Chairman and Chief Executive
Officer

II-7

EXHIBIT INDEX

The following documents are filed as part of the Registration
Statement or are incorporated by reference.

4(a)(1) 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) of Form 8-K, dated August 16,
1993, Commission File No. 0-692.

4(a)(2) 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) of Form 8-K, dated
August 16, 1993, Commission File No. 0-692.

4(a)(3) Supplemental Indenture dated August 1, 1995, 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) of Form 8-K, dated August 30,
1995, Commission File No. 0-692.

4(a)(4) Supplemental Indentures dated September 1, 1995, 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, are
incorporated by reference to Exhibits 4(a)(5), 4(a)(6) and
4(a)(7) of Form 10-K, dated December 31, 1995, Commission
File No. 0-692.

4(b)(1) Copy of 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) of Registrant's report on
Form 10-Q for the quarter ending June 30, 1993, Commission
File No. 0-692.

4(b)(2) Copy of 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) of Registrant's
report on Form 10-Q for the quarter ending June 30, 1993,
Commission File No. 0-692.

4(b)(3) Copy of Loan Agreement between Company and Grant County,
South Dakota, dated June 1, 1993, related to issuance of
Pollution Control Refunding Revenue Bonds (NorthWestern

II-8

Public Service Company Project) Series 1993B, is
incorporated by reference to Exhibit 4(b)(3) of Registrant's
report on Form 10-Q for the quarter ending June 30, 1993,
Commission File No. 0-692.

4(b)(4) Copy of 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) of Registrant's report on Form 10-Q for
the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(5) Subordinated Debt Securities Indenture, dated August 1,
1995, between the Company and The Chase Manhattan Bank
(National Association), as Trustee, is incorporated by
reference to Exhibit 4(f) of Form 8-K, dated August 30,
1995, Commission File No. 0-692.

4(b)(6) First Supplemental Indenture, dated August 1, 1995, to the
Subordinated Debt Securities Indenture is incorporated by
reference to Exhibit 4(g) of Form 8-K, dated August 30,
1995, Commission File No. 0-692.

4(b)(7) Second Supplemental Indenture, dated as of November 15,
1998, to the Subordinated Debt Securities Indenture is
incorporated by reference to Exhibit 4(f) to Form 8-A/A-1,
dated December 3, 1998, Commission File No. 001-14623.

4(b)(8)* Senior Debt Securities Indenture, dated November 1, 1998,
between the Company and The Chase Manhattan Bank, as
Trustee.

4(b)(9)* First Supplemental Indenture dated November 1, 1998, to the
Senior Debt Securities Indenture.

4(b)(10) Restated Certificate of Trust of NorthWestern Capital
Financing II (formerly known as NWPS Capital Financing II)
is incorporated by reference to Exhibit 4(b)(12) of Form S-3
dated July 2, 1998, Commission File No. 333-58491.

4(b)(11) Restated Certificate of Trust of NorthWestern Capital
Financing III (formerly known as NWPS Capital Financing III)
is incorporated by reference to Exhibit 4(b)(13) of Form S-3
dated July 2, 1998, Commission File No. 333-58491.

4(b)(12)* Certificate of Trust of NorthWestern Capital Financing IV.

4(b)(13) First Amendment to the Declaration of Trust of NorthWestern
Capital Financing II (formerly known as NWPS Capital
Financing II) is incorporated by reference to Exhibit
4(b)(15) of Form S-3 dated July 2, 1998, Commission File No.
333-58491.

II-9

4(b)(14) First Amendment to the Declaration of Trust of NorthWestern
Capital Financing III (formerly known as NWPS Capital
Financing III) is incorporated by reference to Exhibit
4(b)(16) of Form S-3 dated July 2, 1998, Commission File No.
333-58491.

4(b)(15)* Declaration of Trust of NorthWestern Capital Financing IV.

4(b)(16)* Form of Amended and Restated Declaration of Trust of
NorthWestern Capital Financing II, III and IV.

4(b)(17)* Form of Guarantee Agreement for NorthWestern Capital
Financing II, III and IV.

5(a)* Opinion of Schiff Hardin & Waite re legality of securities
being registered.

5(b)* Opinions of Richards, Layton & Finger P.A. re legality of
securities being registered.

23(a)* Consent of Arthur Andersen LLP.

23(b) Consent of Schiff Hardin & Waite (included in the opinion
filed as Exhibit 5(a)).

23(c) Consent of Richards, Layton & Finger P.A. (included in the
opinion filed as Exhibit 5(b)).

24 Powers of Attorney contained in signature page of
Registration Statement.

25(a)* Form T-1 Statement of Eligibility of The Chase Manhattan
Bank to act as trustee under the Senior Debt Securities
Indenture.

25(b)* Form T-1 Statement of Eligibility of Wilmington Trust
Company to act as trustee under the Amended and Restated
Declaration of Trust of NorthWestern Capital Financing II.

25(c)* Form T-1 Statement of Eligibility of Wilmington Trust
Company to act as trustee under the Amended and Restated
Declaration of Trust of NorthWestern Capital Financing III.

25(d)* Form T-1 Statement of Eligibility of Wilmington Trust
Company to act as trustee under the Amended and Restated
Declaration of Trust of NorthWestern Capital Financing IV.

II-10

25(e)* Form T-1 Statement of Eligibility of Wilmington Trust
Company to act as trustee under the Guarantee Agreement
relating to NorthWestern Capital Financing II.

25(f)* Form T-1 Statement of Eligibility of Wilmington Trust
Company to act as trustee under the Guarantee Agreement
relating to NorthWestern Capital Financing III.

25(g)* Form T-1 Statement of Eligibility of Wilmington Trust
Company to act as trustee under the Guarantee Agreement
relating to NorthWestern Capital Financing IV.

__________

* Filed herewith.

II-11

EXHIBIT 4(b)(8)
---------------

INDENTURE

BETWEEN NORTHWESTERN CORPORATION AND

THE CHASE MANHATTAN BANK, AS TRUSTEE

Dated as of November 1, 1998

CROSS-REFERENCE TABLE

SECTION OF
TRUST INDENTURE
ACT OF 1939, AS AMENDED SECTION OF INDENTURE
---------------------- --------------------

SECTION 310(a)(1) . . . . . . . . . . . . . . . . . . . . 607
(a)(2) . . . . . . . . . . . . . . . . . . . . 607
(a)(3) . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . 608

SECTION 311(a) . . . . . . . . . . . . . . . . . . . . 612
(b) . . . . . . . . . . . . . . . . . . . . 612

SECTION 312(a) . . . . . . . . . . . . . . . . . . . . 701
(b) . . . . . . . . . . . . . . . . . . . . 701
(c) . . . . . . . . . . . . . . . . . . . . 701

SECTION 313(a) . . . . . . . . . . . . . . . . . . . . 702
(b) . . . . . . . . . . . . . . . . . . . . 702
(c) . . . . . . . . . . . . . . . . . . . . 702
(d) . . . . . . . . . . . . . . . . . . . . 702

SECTION 314(a) . . . . . . . . . . . . . . . . . . . . 703
(b) . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . 102

SECTION 315(a) . . . . . . . . . . . . . . . . . . . 601, 602
(b) . . . . . . . . . . . . . . . . . . . . 601
(c) . . . . . . . . . . . . . . . . . . . . 602
(d) . . . . . . . . . . . . . . . . . . . . 602
(e) . . . . . . . . . . . . . . . . . . . . 514

SECTION 316(a)(1)(A) . . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . . . 104(d)

SECTION 317(a)(1) . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . 1003

SECTION 318(a) . . . . . . . . . . . . . . . . . . . . 107

-----------------
Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of the Indenture.

TABLE OF CONTENTS
Page
----

Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals of the Company . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

Definitions and Other Provisions of
General Application

SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Amounts . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . 3
CEDEL S.A. . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . 3
Common Depositary . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . 3
Company Request; Company Order . . . . . . . . . . . 3
Conversion Date . . . . . . . . . . . . . . . . . . 3
Conversion Event . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . 3
Corporation . . . . . . . . . . . . . . . . . . . . 4
Currency . . . . . . . . . . . . . . . . . . . . . . 4
Debt . . . . . . . . . . . . . . . . . . . . . . . . 4
Default . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . 4
Dollar; $ . . . . . . . . . . . . . . . . . . . . . 4
Dollar Equivalent of the Currency Unit . . . . . . . 4
Dollar Equivalent of the Foreign Currency . . . . . 4
ECU . . . . . . . . . . . . . . . . . . . . . . . . 4
Election Date . . . . . . . . . . . . . . . . . . . 4
Euroclear . . . . . . . . . . . . . . . . . . . . . 4
European Communities . . . . . . . . . . . . . . . . 4
European Monetary System . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . 4
Exchange Date . . . . . . . . . . . . . . . . . . . 4
Exchange Rate Agent . . . . . . . . . . . . . . . . 4
Exchange Rate Officer's Certificate . . . . . . . . 5
Federal Bankruptcy Code . . . . . . . . . . . . . . 5
Foreign Currency . . . . . . . . . . . . . . . . . . 5
Government Obligations . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture . . . . . . . . . . . . . . . . . . . . . 5
Indexed Security . . . . . . . . . . . . . . . . . . 6
Interest . . . . . . . . . . . . . . . . . . . . . . 6

Interest Payment Date . . . . . . . . . . . . . . . 6
Market Exchange Rate . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . 7
Officers' Certificate . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . 7
Original Issue Discount Security . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . 9
Place of Payment . . . . . . . . . . . . . . . . . . 9
Predecessor Security . . . . . . . . . . . . . . . . 9
Redemption Date . . . . . . . . . . . . . . . . . . 9
Redemption Price . . . . . . . . . . . . . . . . . . 9
Registered Security . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . 9
Repayment Date . . . . . . . . . . . . . . . . . . . 9
Repayment Price . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . 9
Securities . . . . . . . . . . . . . . . . . . . . . 10
Security Register; Security Registrar . . . . . . . 10
Special Record Date . . . . . . . . . . . . . . . . 10
Stated Maturity . . . . . . . . . . . . . . . . . . 10
Subsidiary . . . . . . . . . . . . . . . . . . . . . 10
Trust Indenture Act . . . . . . . . . . . . . . . . 10
Trustee . . . . . . . . . . . . . . . . . . . . . . 10
United States . . . . . . . . . . . . . . . . . . . 10
United States Person . . . . . . . . . . . . . . . . 10
Valuation Date . . . . . . . . . . . . . . . . . . . 11
Vice President . . . . . . . . . . . . . . . . . . . 11
Voting Stock . . . . . . . . . . . . . . . . . . . . 11
Yield to Maturity . . . . . . . . . . . . . . . . . 11

SECTION 102. Compliance Certificates and Opinions . . . . . . . . 11

SECTION 103. Form of Documents Delivered to Trustee . . . . . . . 12

SECTION 104. Acts of Holders . . . . . . . . . . . . . . . . . . 12

SECTION 105. Notices, etc. to Trustee and Company . . . . . . . . 14

SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . 14

SECTION 107. Conflict with Trust Indenture Act . . . . . . . . . 15

SECTION 108. Effect of Headings and Table of Contents . . . . . . 15

SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . 15

SECTION 110. Separability Clause . . . . . . . . . . . . . . . . 15

-4-

SECTION 111. Benefits of Indenture . . . . . . . . . . . . . . . 15

SECTION 112. Governing Law . . . . . . . . . . . . . . . . . . . 15

SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . 16

ARTICLE TWO
Security Forms

SECTION 201. Forms Generally . . . . . . . . . . . . . . . . . . 16

SECTION 202. Form of Trustee's Certificate of Authentication . . 16

SECTION 203. Securities Issuable in Global Form . . . . . . . . . 17

ARTICLE THREE
The Securities

SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . 18

SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . 22

SECTION 303. Execution, Authentication, Delivery and Dating . . . 22

SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . 24

SECTION 305. Registration of Transfer and Exchange . . . . . . . 27

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . 29

SECTION 307. Payment of Interest; Interest Rights Preserved . . . 30

SECTION 308. Optional Interest Reset . . . . . . . . . . . . . . 31

SECTION 309. Persons Deemed Owners . . . . . . . . . . . . . . . 32

SECTION 310. Cancellation . . . . . . . . . . . . . . . . . . . . 33

SECTION 311. Computation of Interest . . . . . . . . . . . . . . 33

SECTION 312. Currency and Manner of Payments in Respect of
Securities . . . . . . . . . . . . . . . . . . . . . 33

SECTION 313. Appointment and Resignation of Successor Exchange
Rate Agent . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE FOUR
Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture . . . . . . 39

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SECTION 402. Application of Trust Money . . . . . . . . . . . . . 40

ARTICLE FIVE
Remedies

SECTION 501. Events of Default . . . . . . . . . . . . . . . . . 40

SECTION 502. Acceleration of Maturity; Rescission and Annulment . 42

SECTION 503. Collection of Indebtedness and Suits for Enforcement
by Truste . . . . . . . . . . . . . . . . . . . . . 43

SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . 44

SECTION 505. Trustee May Enforce Claims Without Possession of
Securities . . . . . . . . . . . . . . . . . . . . . 45

SECTION 506. Application of Money Collected . . . . . . . . . . . 45

SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . 45

SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . . . 46

SECTION 509. Restoration of Rights and Remedies . . . . . . . . . 47

SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . 47

SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . 47

SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . 47

SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . 48

SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . 48

SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . 49

ARTICLE SIX
The Trustee

SECTION 601. Certain Duties and Responsibilities . . . . . . . . 49

SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . 50

SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . 51

SECTION 604. Trustee Not Responsible for Recitals or Issuance
of Securities . . . . . . . . . . . . . . . . . . . 52

SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . 52

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SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . 52

SECTION 607. Compensation and Reimbursement . . . . . . . . . . . 53

SECTION 608. Corporate Trustee Required; Eligibility;
Disqualifications; Conflicting Interests . . . . . . 53

SECTION 609. Resignation and Removal; Appointment of Successor . 54

SECTION 610. Acceptance of Appointment by Successor . . . . . . . 56

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SECTION 611. Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . . 57

SECTION 612. Appointment of Authenticating Agent . . . . . . . . 58

SECTION 613. Preferential Collection of Claims Against Company . 59

ARTICLE SEVEN
Holders' Lists and Reports by Trustee and Company

SECTION 701. Disclosure of Names and Addresses of Holders . . . . 60

SECTION 702. Reports by Trustee . . . . . . . . . . . . . . . . . 60

SECTION 703. Reports by Company . . . . . . . . . . . . . . . . . 60

ARTICLE EIGHT
Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801. Company May Consolidate, etc., Only on Certain
Terms . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 802. Successor Person Substituted . . . . . . . . . . . . 62

SECTION 803. Assignment of Rights . . . . . . . . . . . . . . . . 62

ARTICLE NINE
Supplemental Indentures

SECTION 901. Supplemental Indentures Without Consent of Holders . 62

SECTION 902. Supplemental Indentures with Consent of Holders . . 63

SECTION 903. Execution of Supplemental Indentures . . . . . . . . 65

SECTION 904. Effect of Supplemental Indentures . . . . . . . . . 65

SECTION 905. Conformity with Trust Indenture Act . . . . . . . . 65

SECTION 906. Reference in Securities to Supplemental Indentures . 65

SECTION 907. Notice of Supplemental Indentures . . . . . . . . . 65

ARTICLE TEN
Covenants

SECTION 1001. Payment of Principal, Premium, if any, and Interest 66

SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . 66

SECTION 1003. Money for Securities Payments to Be Held in Trust . 67

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SECTION 1004. Statement as to Compliance . . . . . . . . . . . . . 68

SECTION 1005. Additional Amounts . . . . . . . . . . . . . . . . . 68

SECTION 1006. Payment of Taxes and Other Claims . . . . . . . . . 69

SECTION 1007. Maintenance of Properties . . . . . . . . . . . . . 70

SECTION 1008. Corporate Existence . . . . . . . . . . . . . . . . 70

ARTICLE ELEVEN
Redemption of Securities

SECTION 1101. Applicability of Article . . . . . . . . . . . . . . 70

SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . 70

SECTION 1103. Selection by Trustee of Securities to Be Redeemed . 71

SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . 71

SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . 72

SECTION 1106. Securities Payable on Redemption Date . . . . . . . 72

SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . 73

ARTICLE TWELVE
Sinking Funds

SECTION 1201. Applicability of Article . . . . . . . . . . . . . . 73

SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities . . . . . . . . . . . . . . . . . . . . . 73

SECTION 1203. Redemption of Securities for Sinking Fund . . . . . 74

ARTICLE THIRTEEN
Repayment at Option of Holders

SECTION 1301. Applicability of Article . . . . . . . . . . . . . . 75

SECTION 1302. Repayment of Securities . . . . . . . . . . . . . . 75

SECTION 1303. Exercise of Option . . . . . . . . . . . . . . . . . 76

SECTION 1304. When Securities Presented for Repayment Become Due
and Payable . . . . . . . . . . . . . . . . . . . . 76

SECTION 1305. Securities Repaid in Part . . . . . . . . . . . . . 77

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ARTICLE FOURTEEN
Defeasance and Covenant Defeasance

SECTION 1401. Company's Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . 77

SECTION 1402. Defeasance and Discharge . . . . . . . . . . . . . . 78

SECTION 1403. Covenant Defeasance . . . . . . . . . . . . . . . . 78

SECTION 1404. Conditions to Defeasance or Covenant Defeasance . . 79

SECTION 1405. Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions . . . 81

SECTION 1406. Reinstatement. . . . . . . . . . . . . . . . . . . . 82

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

SIGNATURES AND SEAL . . . . . . . . . . . . . . . . . . . . . . . . 83

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

Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of the Indenture.

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INDENTURE
BETWEEN NORTHWESTERN CORPORATION AND
THE CHASE MANHATTAN BANK, AS TRUSTEE

INDENTURE, dated as of November 1, 1998, between NorthWestern
Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (the "Company") having its principal office
at 125 S. Dakota Avenue, Suite 1100, Sioux Falls, South Dakota 57104,
and The Chase Manhattan Bank, a New York banking corporation, as
Trustee (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (the
"Securities"), to be issued in one or more series as in this Indenture
provided and to rank as to priority of payment equally with all other
outstanding unsubordinated indebtedness of the Company. This Indenture
is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions. All things
necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof, as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as
the singular;

(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein, and the terms "cash
transaction" and "self-liquidating paper", as used in TIA
Section 311, shall have the meanings assigned to them in the
rules of the Commission adopted under the Trust Indenture
Act;

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with United States
generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally
accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such
accounting principles as are generally accepted at the date
of such computation; and

(4) the words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not
to any particular Article, Section or other subdivision.

Certain terms, used principally in Article Three, are defined in that
Article.

"Act", when used with respect to any Holder, has the meaning specified
in Section 104.

"Additional Amounts" has the meaning specified in Section 1005.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, "control" of any specified Person means the power to
direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled"
have meanings correlative to the foregoing.

"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 612 to act on behalf of the Trustee to
authenticate Securities.

"Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays,
Sundays or holidays, and of general circulation in each place in
connection with which the term is used or in the financial community
of each such place. Where successive publications are required to be
made in Authorized Newspapers, such publications may be made in the
same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of such board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.

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"Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any
Securities pursuant to Section 301, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions
in that Place of Payment or other location are authorized or obligated
by law or executive order to close.

"CEDEL S.A." means Cedel, S.A., or its successor.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this
Indenture such Commission is not existing and performing the duties
now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

"Common Depositary" has the meaning specified in Section 304.

"Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman, its President, any
Vice President, its Treasurer or an Assistant Treasurer, and delivered
to the Trustee.

"Conversion Date" has the meaning specified in Section 312(d).

"Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such
Currency and by a central bank or other public institution of or
within the international banking community for the settlement of
transactions, (ii) the ECU both within the European Monetary System
and for the settlement of transactions by public institutions of or
within the European Communities or (iii) any currency unit (or
composite currency) other than the ECU for the purposes for which it
was established.

"Corporate Trust Office" means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust
business shall be administered, which office on the date of execution
of this Indenture is located at 4 Chase MetroTech Center, Brooklyn,
New York 11245, except that with respect to presentation of Securities
for payment or for registration of transfer or exchange, such term
shall mean the office or agency of the Trustee at which, at any
particular time, its corporate agency business shall be conducted.

-3-

"Corporation" includes corporations, associations, companies and
business trusts.

"Currency" means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the
ECU, issued by the government of one or more countries or by any
recognized confederation or association of such governments.

"Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.

"Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

"Defaulted Interest" has the meaning specified in Section 307.

"Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.

"Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 312(g).

"Dollar Equivalent of the Foreign Currency" has the meaning specified
in Section 312(f).

"ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

"Election Date" has the meaning specified in Section 312(h).

"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

"European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy
Community.

"European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of
the European Communities.

"Event of Default" has the meaning specified in Section 501.

"Exchange Date" has the meaning specified in Section 304.

"Exchange Rate Agent" means, with respect to Securities of or within
any series, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank, designated
pursuant to Section 301 or Section 313.

-4-

"Exchange Rate Officer's Certificate" means a tested telex or a
certificate setting forth (i) the applicable Market Exchange Rate and
(ii) the Dollar or Foreign Currency amounts of principal (and premium,
if any) and interest, if any (on an aggregate basis and on the basis
of a Security having the lowest denomination principal amount
determined in accordance with Section 302 in the relevant Currency),
payable with respect to a Security of any series on the basis of such
Market Exchange Rate, sent (in the case of a telex) or signed (in the
case of a certificate) by the Treasurer, any Vice President or any
Assistant Treasurer of the Company.

"Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of the
United States Code, as amended from time to time.

"Foreign Currency" means any Currency other than Currency of the
United States.

"Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301,
securities which are (i) direct obligations of the government which
issued the Currency in which the Securities of a particular series are
payable or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the government which
issued the Currency in which the Securities of such series are
payable, the payment of which is unconditionally guaranteed by such
government, which, in either case, are full faith and credit
obligations of such government payable in such Currency and 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 or principal of the Government Obligation
evidenced by such depository receipt.

"Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register.

"Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however, that,
if at any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or more
series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented

-5-

or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof and shall include the
terms of particular series of Securities for which such Person is
Trustee established as contemplated by Section 301, exclusive,
however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not
a party.

"Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or
less than the principal face amount thereof at original issuance.

"Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means
interest payable after Maturity at the rate prescribed in such
Original Issue Discount Security.

"Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

"Market Exchange Rate" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign
Currency on the other, the exchange rate between the relevant currency
unit and Dollars or such Foreign Currency calculated by the method
specified pursuant to Section 301 for the Securities of the relevant
series, (ii) for any conversion of Dollars into any Foreign Currency,
the noon (New York City time) buying rate for such Foreign Currency
for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign
Currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the Dollars or
Foreign Currency into which conversion is being made could be
purchased with the Foreign Currency from which conversion is being
made from major banks located in either New York City, London or any
other principal market for Dollars or such purchased Foreign Currency,
in each case determined by the Exchange Rate Agent. Unless otherwise
specified with respect to any Securities pursuant to Section 301, in
the event of the unavailability of any of the exchange rates provided
for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate
Agent shall use, in its sole discretion and without liability on its
part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks
in New York City, London or another principal market for the Currency
in question, or such other quotations as the Exchange Rate Agent shall
deem appropriate. Unless otherwise specified by the Exchange Rate

-6-

Agent, if there is more than one market for dealing in any Currency by
reason of foreign exchange regulations or otherwise, the market to be
used in respect of such Currency shall be that upon which a
non-resident issuer of securities designated in such Currency would
purchase such Currency in order to make payments in respect of such
securities.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, notice of
redemption, notice of option to elect repayment or otherwise.

"Officers' Certificate" means a certificate signed by the Chairman,
the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, including an employee of the Company.

"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502.

"Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and
delivered under this Indenture except:

(i) Securities theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;

(ii) Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder money in
the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the
Holders of such Securities and any coupons appertaining
thereto; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

(iii) Securities, except to the extent provided in Sections
1402 and 1403, with respect to which the Company has
effected defeasance and/or covenant defeasance as
provided in Article Fourteen; and

-7-

(iv) Securities which have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there
shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the
Company;

provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given
any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by
TIA Section 313, (i) the principal amount of an Original Issue
Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would
be (or shall have been declared to be) due and payable, at the time of
such determination, upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of any
Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar equivalent,
determined as of the date such Security is originally issued by the
Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent as of such
date of original issuance of the amount determined as provided in
clause (i) above), of such Security, (iii) the principal amount of any
Indexed Security that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose
shall be equal to the principal face amount of such Indexed Security
at original issuance, unless otherwise provided with respect to such
Security pursuant to Section 301, and (iv) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any
such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with
respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company
or such other obligor.

"Paying Agent" means any Person (including the Company acting as
Paying Agent) authorized by the Company to pay the principal of (or

-8-

premium, if any, on) or interest on any Securities on behalf of the
Company.

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

"Place of Payment" means, when used with respect to the Securities of
or within any series, the place or places where the principal of (and
premium, if any, on) and interest on such Securities are payable as
specified as contemplated by Sections 301 and 1002.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

"Redemption Date", when used with respect to any Security to be
redeemed, in whole or in part, means the date fixed for such
redemption by or pursuant to this Indenture.

"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to
this Indenture.

"Registered Security" means any Security registered in the Security
Register.

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the
date specified for that purpose as contemplated by Section 301.

"Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment
pursuant to this Indenture.

"Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be
repaid pursuant to this Indenture.

"Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the
chairman or any vice-chairman of the executive committee of the board
of directors, the chairman of the trust committee, the president, or
any vice president, secretary, any assistant secretary, treasurer, any
assistant treasurer, cashier, any assistant cashier, any trust officer
or assistant trust officer, the controller or any assistant controller

-9-

within the corporate trust administration division or any other
officer of the 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 his knowledge of
and familiarity with the particular subject.

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture; provided, however, that if at any time
there is more than one Person acting as Trustee under this Indenture,
"Securities" with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this
Indenture and shall more particularly mean Securities authenticated
and delivered under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by
the Trustee pursuant to Section 307.

"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of
such Security or such installment of principal or interest is due and
payable.

"Subsidiary" means any corporation of which at the time of
determination the Company, directly and/or indirectly through one or
more Subsidiaries, owns 50% or more of the shares of Voting Stock.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture,
and thereafter "Trustee" shall mean or include each Person who is then
a Trustee hereunder; provided, however, that if at any time there is
more than one such Person, "Trustee" as used with respect to the
Securities of any series shall mean only the Trustee with respect to
Securities of that series.

"United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America
(including the states and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

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"United States person" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership
or other entity created or organized in or under the laws of the
United States or an estate or trust the income of which is subject to
United States federal income taxation regardless of its source.

"Valuation Date" has the meaning specified in Section 312(c).

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice
president".

"Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of a corporation
(irrespective of whether or not at the time stock of any other class
or classes shall have or might have voting power by reason of the
happening of any contingency).

"Yield to Maturity" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such
Security in accordance with generally accepted United States bond
yield computation principles.

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture
(including any covenant compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with and
an Opinion of Counsel stating that in the opinion of such counsel all
such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished. Every
certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to
Section 1004) shall include: (1) a statement that each individual
signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto; (2) a brief
statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion
of each such individual, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to

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whether or not such covenant or condition has been complied with; and
(4) a statement as to whether, in the opinion of each such individual,
such covenant or condition has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such
matters in one or several documents. Any certificate or opinion of an
officer of the Company may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters
are erroneous. Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates,
statements, opinions or other instruments under this Indenture, they
may, but need not, be consolidated and form one instrument.

SECTION 104. Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture
to be given or taken by Holders of the Outstanding
Securities of all series or one or more series, as the case
may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such
Holders in person or by agents duly appointed in writing.
Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person
of a Security, shall be sufficient for any purpose of this

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Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary
public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity,
such certificate or affidavit shall also constitute
sufficient proof of authority. The fact and date of the
execution of any such instrument or writing, or the
authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems
sufficient.

(c) The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the
same, shall be proved by the Security Register.

(d) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at
its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders
entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding
TIA Section 316(c), such record date shall be the record
date specified in or pursuant to such Board Resolution,
which shall be a date not earlier than the date thirty (30)
days prior to the first solicitation of Holders generally in
connection therewith and not later than the date such
solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall
be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not
later than eleven months after the record date.

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(e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security
shall bind every future Holder of the same Security and the
Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done
by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.

SECTION 105. Notices, etc. to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, (1)
the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration Division, or (2) the Company by the
Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to the Company addressed to
it at the address of its principal office specified in the first
paragraph of this Indenture or at any other address previously
furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to each such
Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice. In
case, by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impractical to
mail notice of any event to Holders of Registered Securities when such
notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be sufficient giving of
such notice for every purpose hereunder. Any request, demand,
authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the

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country of publication. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act
to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

In case any provision in this Indenture or in any Security or coupon
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

SECTION 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Securities Registrar and
their successors hereunder and the Holders of Securities, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112. Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THIS INDENTURE IS
SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED
TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE
GOVERNED BY SUCH PROVISIONS.

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SECTION 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity or Maturity of any Security shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of
this Indenture or of any Security other than a provision in the
Securities of any series which specifically states that such provision
shall apply in lieu of this Section) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such
Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity or
Maturity; provided that no interest shall accrue on the amount of such
payment for the period from and after such Interest Payment Date,
Redemption Date, Stated Maturity or Maturity, as the case may be.

ARTICLE TWO
SECURITY FORMS

SECTION 201. Forms Generally.

The Registered Securities, if any, of each series shall be in
substantially the form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture,
and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such
Securities. If the forms of Securities of any series are established
by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such Securities.
Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of
the Security. The Trustee's certificate of authentication on all
Securities shall be in substantially the form set forth in this
Article. The definitive Securities shall be printed, lithographed or
engraved on steel-engraved borders or may be produced in any other
manner, all as determined by the officers of the Company executing
such Securities, as evidenced by their execution of such Securities.

SECTION 202. Form of Trustee's Certificate of Authentication.

Subject to Section 612, the Trustee's certificate of authentication
shall be in substantially the following form:

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This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

The Chase Manhattan Bank,
as Trustee

By:
Authorized Officer

SECTION 203. Securities Issuable in Global Form.

If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause
(10) of Section 301, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities of
such series represented thereby may from time to time be increased or
decreased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby shall be made by
the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304.
Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in
global form shall be in writing but need not comply with Section 102
and need not be accompanied by an Opinion of Counsel. The provisions
of the last sentence of Section 303 shall apply to any Security
represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee
the Security in global form together with written instructions (which
need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal
amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.
Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and
any premium and interest on any Security in permanent global form
shall be made to the Person or Persons specified therein.
Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent

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global Security in the case of a permanent global Security in
registered form, the Holder of such permanent global Security in
registered form.

ARTICLE THREE
THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303,
set forth in, or determined in the manner provided in, an Officers'
Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all
of the following, as applicable (each of which (except for the matters
set forth in clauses (1), (2) and (19) below), if so provided, may be
determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the
series when issued from time to time):

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other
series of Securities);

(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of
the series pursuant to Section 304, 305, 306, 906, 1107 or
1305);

(3) the date or dates, or the method by which such date or dates
will be determined or extended, on which the principal of
the Securities of the series is payable;

(4) the rate or rates at which the Securities of the series
shall bear interest, if any, or the method by which such
rate or rates shall be determined, the date or dates from
which such interest shall accrue, or the method by which
such date or dates shall be determined, the Interest Payment
Dates on which such interest shall be payable and the
Regular Record Date, if any, for the interest payable on any
Registered Security on any Interest Payment Date, or the
method by which such date or dates shall be determined, and
the basis upon which interest shall be calculated if other

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than on the basis of a 360-day year of twelve 30-day months;

(5) the rights, if any, to defer payments of interest on the
Securities by extending the interest payment periods and the
duration of such extension;

(6) the security terms of the Securities of the series;

(7) the place or places, if any, other than or in addition to
The City of New York, where the principal of (and premium,
if any, on) and any interest on Securities of the series
shall be payable, any Registered Securities of the series
may be surrendered for registration of transfer, Securities
of the series may be surrendered for exchange and, if
different than the location specified in Section 105, the
place or places where notices or demands to or upon the
Company in respect of the Securities of the series and this
Indenture may be served;

(8) the period or periods within which, the price or prices at
which, the Currency in which, and other terms and conditions
upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Company, if the
Company is to have that option;

(9) the obligation, if any, of the Company to redeem, repay or
purchase Securities of the series pursuant to any sinking
fund or analogous provision or at the option of a Holder
thereof, and the period or periods within which, the price
or prices at which, the Currency in which, and other terms
and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant
to such obligation;

(10) if other than denominations of $1,000 and any integral
multiple thereof, the denomination or denominations in which
any Registered Securities of the series shall be issuable;

(11) if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent;

(12) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series that shall
be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the method by which such
portion shall be determined;

(13) if other than Dollars, the Currency in which payment of the
principal of (and premium, if any, on) or interest, if any,
on the Securities of the series shall be payable or in which

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the Securities of the series shall be denominated and the
particular provisions applicable thereto in accordance with,
in addition to or in lieu of any of the provisions of
Section 312;

(14) whether the amount of payments of principal of (and premium,
if any, on) or interest, if any, on the Securities of the
series may be determined with reference to an index, formula
or other method (which index, formula or method may be
based, without limitation, on one or more Currencies,
commodities, equity indices or other indices), and the
manner in which such amounts shall be determined;

(15) whether the principal of (and premium, if any, on) and
interest, if any, on the Securities of the series are to be
payable, at the election of the Company or a Holder thereof,
in a Currency other than that in which such Securities are
denominated or stated to be payable, the period or periods
within which (including the Election Date), and the terms
and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between
the Currency in which such Securities are denominated or
stated to be payable and the Currency in which such
Securities are to be so payable, in each case in accordance
with, in addition to or in lieu of any of the provisions of
Section 312;

(16) the designation of the initial Exchange Rate Agent, if any;

(17) any provisions in modification of, in addition to or in lieu
of the provisions of Article Fourteen that shall be
applicable to the Securities of the series;

(18) provisions, if any, granting special rights to the Holders
of Securities of the series upon the occurrence of such
events as may be specified;

(19) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect
to Securities of the series, whether or not such Events of
Default or covenants are consistent with the Events of
Default or covenants set forth herein;

(20) whether any Securities of the series are to be issuable
initially in temporary global form and whether any
Securities of the series are to be issuable in permanent
global form and, if so, whether beneficial owners of
interests in any such permanent global Security may exchange
such interests for Securities of such series and of like
tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if

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other than in the manner provided in Section 305, and if
Securities of the series are to be issuable in global form,
the identity of any initial depositary therefor; provided,
that, unless otherwise provided, Securities shall be issued
as Registered Securities;

(21) the date as of which any temporary global Security
representing Outstanding Securities of the series shall be
dated if other than the date of original issuance of the
first Security of the series to be issued;

(22) the Person to whom any interest on any Registered Security
of the series shall be payable, if other than the Person in
whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest, and the extent to
which, or the manner in which, any interest payable on a
temporary global Security on an Interest Payment Date will
be paid if other than in the manner provided in Section 304;

(23) if Securities of the series are to be issuable in definitive
form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of
certain certificates or other documents or satisfaction of
other conditions, the form and/or terms of such
certificates, documents or conditions;

(24) whether and under what circumstances the Company will pay
Additional Amounts as contemplated by Section 1005 on the
Securities of the series to any Holder who is not a United
States person (including any modification to the definition
of such term) in respect of any tax, assessment or
governmental charge and, if so, whether the Company will
have the option to redeem such Securities rather than pay
such Additional Amounts (and the terms of any such option);

(25) if the Securities of the series are to be convertible into
or exchangeable for any securities of any Person (including
the Company), the terms and conditions upon which such
Securities will be so convertible or exchangeable; and

(26) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the
series (which terms shall not be inconsistent with the
requirements of the Trust Indenture Act or the provisions of
this Indenture). All Securities of any one series shall be
substantially identical except as to denomination and except
as may otherwise be provided in or pursuant to such Board
Resolution (subject to Section 303) and set forth in such
Officers' Certificate or in any such indenture supplemental

-21-

hereto. Not all Securities of any one series need be issued
at the same time, and, unless otherwise provided, a series
may be reopened for issuances of additional Securities of
such series. If any of the terms of the series are
established by action taken pursuant to one or more Board
Resolutions, a copy of an appropriate record of such
action(s) shall be certified by the Secretary or an
Assistant Secretary of the Company and such Board
Resolutions shall be delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the
terms of the series.

SECTION 302. Denominations.

The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 301. With respect to
Securities of any series denominated in Dollars, in the absence of any
such provisions, the Registered Securities of such series, other than
Registered Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and any
integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman, its President or a Vice President, under its corporate seal
reproduced thereon attested by its Secretary or an Assistant
Secretary. The signature of any of these officers on the Securities
may be the manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced
on the Securities.

Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such
Securities.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with such Company Order
shall authenticate and deliver such Securities. If not all the
Securities of any series are to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining terms of
particular Securities of such series such as interest rate, maturity
date, date of issuance and date from which interest shall accrue.

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In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to TIA Sections
315(a) through 315(d)) shall be fully protected in relying upon, an
Opinion of Counsel stating:

(1) that the form or forms of such Securities have been
established in conformity with the provisions of this
Indenture;

(2) that the terms of such Securities have been established in
conformity with the provisions of this Indenture;

(3) that such Securities, when completed by appropriate
insertions and executed and delivered by the Company to the
Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee in
accordance with this Indenture and issued by the Company in
the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute the legal, valid and
binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization and other similar
laws of general applicability relating to or affecting the
enforcement of creditors' rights, to general equitable
principles and to such other customary qualifications;

(4) that all laws and requirements in respect of the execution
and delivery by the Company of such Securities, and of the
supplemental indentures, if any, have been complied with and
that authentication and delivery of such Securities and the
execution and delivery of the supplemental indenture, if
any, by the Trustee will not violate the terms of the
Indenture;

(5) that the Company has the corporate power to issue such
Securities, and has duly taken all necessary corporate
action with respect to such issuance; and

(6) that the issuance of such Securities will not contravene the
certificate of incorporation or by-laws of the Company or
result in any violation of any of the terms or provisions of
any law or regulation or of any indenture, mortgage or other
agreement known to such Counsel by which the Company is
bound.

Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued
at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to the

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preceding two paragraphs prior to or at the time of issuance of each
Security, but such documents shall be delivered prior to or at the
time of issuance of the first Security of such series.

The Trustee shall not be required to authenticate and deliver any such
Securities if the issue of such Securities pursuant to this Indenture
will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee. Each Registered Security shall
be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature
of an authorized officer, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver
such Security to the Trustee for cancellation as provided in Section
310 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, and
with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such
temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series, upon
surrender of the temporary securities of such series at the office or
agency of the Company in a Place of Payment for that series, without

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charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of
authorized denominations. Until so exchanged the temporary Securities
of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common
depositary (the "Common Depositary"), for the benefit of Euroclear and
CEDEL S.A., for credit to the respective accounts of the beneficial
owners of such Securities (or to such other accounts as they may
direct).

Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such
temporary global Security (the "Exchange Date"), the Company shall
deliver to the Trustee definitive Securities, in aggregate principal
amount equal to the principal amount of such temporary global
Security, executed by the Company. On or after the Exchange Date such
temporary global Security shall be surrendered by the Common
Depositary to the Trustee, as the Company's agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive
Securities without charge, and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities
of the same series of authorized denominations and of like tenor as
the portion of such temporary global Security to be exchanged. The
definitive Securities to be delivered in exchange for any such
temporary global Security shall be in registered form or permanent
global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so
specified, as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depositary, such
temporary global Security is accompanied by a certificate dated the
Exchange Date or a subsequent date and signed by Euroclear as to the
portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent
date and signed by CEDEL S.A. as to the portion of such temporary
global Security held for its account then to be exchanged, each in
such other form as may be established pursuant to Section 301.

Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a
temporary global Security shall be exchanged for definitive Securities
of the same series and of like tenor following the Exchange Date when
the account holder instructs Euroclear or CEDEL S.A., as the case may
be, to request such exchange on his behalf and delivers to Euroclear

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or CEDEL S.A., as the case may be, a certificate in such form as may
be established pursuant to Section 301, dated no earlier than 15 days
prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and CEDEL S.A., the Trustee,
any Authenticating Agent appointed for such series of Securities and
each Paying Agent. Unless otherwise specified in such temporary
global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a
Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person
at the offices of Euroclear or CEDEL S.A.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of the same
series and of like tenor authenticated and delivered hereunder, except
that, unless otherwise specified as contemplated by Section 301,
interest payable on a temporary global Security on an Interest Payment
Date for Securities of such series occurring prior to the applicable
Exchange Date shall be payable to Euroclear and CEDEL S.A. on such
Interest Payment Date upon delivery by Euroclear and CEDEL S.A. to the
Trustee of a certificate or certificates in such form as may be
established pursuant to Section 301, for credit without further
interest on or after such Interest Payment Date to the respective
accounts of the Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have
each delivered to Euroclear or CEDEL S.A., as the case may be, a
certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in such form as may
be established pursuant to Section 301. Notwithstanding anything to
the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the
preceding two paragraphs of this Section and of the third paragraph of
Section 303 of this Indenture and the interests of the Persons who are
the beneficial owners of the temporary global Security with respect to
which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange
Date, without further act or deed by such beneficial owners. Except
as otherwise provided in this paragraph, no payments or principal or
interest owing with respect to a beneficial interest in a temporary
global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in
a definitive Security. Any interest so received by Euroclear and
CEDEL S.A. and not paid as herein provided shall be returned to the
Trustee immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company in
accordance with Section 1003.

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SECTION 305. Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register for each series of Securities (the registers
maintained in the Corporate Trust Office of the Trustee and in any
other office or agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the "Security Register")
in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Security
Register shall be in written form or any other form capable of being
converted into written form within a reasonable time. At all
reasonable times, the Security Register shall be open to inspection by
the Trustee. The Trustee is hereby initially appointed as security
registrar (the "Security Registrar") for the purpose of registering
Registered Securities and transfers of Registered Securities as herein
provided.

Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee, one or more new
Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor.

At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series, of
any authorized denomination and of a like aggregate principal amount,
upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial
owner of an interest in a permanent global Security is entitled to
exchange such interest for Securities of such series and of like tenor
and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any
applicable notice provided in the permanent global Security shall have
been given, then without unnecessary delay but in any event not later
than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in
aggregate principal amount equal to the principal amount of such
beneficial owner's interest in such permanent global Security,
executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall
be specified in the Company Order with respect thereto to the Trustee,

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as the Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge,
and the Trustee shall authenticate and deliver, in exchange for each
portion of such permanent global Security, an equal aggregate
principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which shall be in the form
of Registered Securities; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the
relevant Redemption Date if the Security for which exchange is
requested may be among those selected for redemption. If a Registered
Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related proposed date for
payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest Payment Date
or proposed date of payment, as the case may be, only to the Person to
whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this
Indenture.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such registration of transfer or
exchange.

Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the
Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer, in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, 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
Securities, other than exchanges pursuant to Section 304, 906, 1107 or
1305 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for
redemption of Securities of that series under Section 1103 or 1203 and

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ending at the close of business on the date of the mailing of the
relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole
or in part, except the unredeemed portion of any Security being
redeemed in part, or (iii) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Security not
to be so repaid.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously
outstanding, or, in case any such mutilated Security has become or is
about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall
execute, and upon Company Order the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, or, in case any
such destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security. Upon the issuance of any
new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other government charge that
may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.

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

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SECTION 307. Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Registered Security which
is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the
office or agency of the Company maintained for such purpose pursuant
to Section 1002; provided, however, that each installment of interest
on any Registered Security may at the Company's option be paid by (i)
mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 309, to the
address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee located in the United
States.

Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any
Interest Payment Date shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such defaulted interest and, if applicable, interest
on such defaulted interest (to the extent lawful) at the rate
specified in the Securities of such series (such defaulted interest
and, if applicable, interest thereon herein collectively called
"Defaulted Interest") may be paid by the Company, at its election in
each case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered
Securities of such series (or their respective
Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series
and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an
amount of money in the Currency in which the Securities
of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) equal to the
aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix

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a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special
Record Date therefor to be given in the manner provided
in Section 106, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date
therefor having been so given, such Defaulted Interest
shall be paid to the Persons in whose name the
Registered Securities of such series (or their
respective Predecessor Securities) are registered at
the close of business on such Special Record Date and
shall no longer be payable pursuant to the following
clause (2).

(2) The Company may make payment of any Defaulted Interest
on the Registered Securities of any series in any other
lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed
practicable by the Trustee.

SECTION 308. Optional Interest Reset.

If so provided pursuant to Section 301 with respect to the interest
rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), any Security of such series may be
reset by the Company on the date or dates specified on the face of
such Security (each an "Optional Reset Date"). The Company may
exercise such option with respect to such Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior
to an Optional Reset Date for such Security. Not later than 40 days
prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security
a notice (the "Reset Notice") indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier
used to calculate such interest rate, if applicable), and if so (i)
such new interest rate (or such new spread or spread multiplier, if
applicable) and (ii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated
Maturity of such Security (each such period a "Subsequent Interest

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Period"), including the date or dates on which or the period or
periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the
interest rate (or the spread or spread multiplier used to calculate
such interest rate, if applicable) provided for in the Reset Notice
and establish an interest rate (or a spread or spread multiplier used
to calculate such interest rate, if applicable) that is higher than
the interest rate (or the spread or spread multiplier, if applicable)
provided for in the Reset Notice, for the Subsequent Interest Period
by causing the Trustee to transmit, in the manner provided for in
Section 106, notice of such higher interest rate (or such higher
spread or spread multiplier, if applicable) to the Holder of such
Security. Such notice shall be irrevocable. All Securities with
respect to which the interest rate (or the spread or spread multiplier
used to calculate such interest rate, if applicable) is reset on an
Optional Reset Date, and with respect to which the Holders of such
Securities have not tendered such Securities for repayment (or have
validly revoked any such tender) pursuant to the next succeeding
paragraph, will bear such higher interest rate (or such higher spread
or spread multiplier, if applicable).

The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each
Optional Reset Date at a price equal to the principal amount thereof
plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the
procedures set forth in Article Thirteen for repayment at the Option
of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such
Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may,
by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day before such Optional
Reset Date.

SECTION 309. Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any, on) and
(subject to Sections 305 and 307) interest on such Security and for
all other purposes whatsoever, whether or not such Security be
overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

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None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial
ownership interests of a Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.

Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any
depositary, as a Holder, with respect to such global Security or
impair, as between such depositary and owners of beneficial interests
in such global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

SECTION 310. Cancellation.

All Securities surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or for
credit against any current or future sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the
Trustee. All Securities so delivered to the Trustee shall be promptly
canceled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and
all Securities so delivered shall be promptly canceled by the Trustee.
If the Company shall so acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same
are surrendered to the Trustee for cancellation. No Securities shall
be authenticated in lieu of or in exchange for any Securities canceled
as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be
disposed of by the Trustee in accordance with its customary procedures
and certification of their disposal delivered to the Company unless by
Company Order the Company shall direct that canceled Securities be
returned to it.

SECTION 311. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 with
respect to any Securities, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year of twelve
30-day months.

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SECTION 312. Currency and Manner of Payments in Respect of
Securities.

(a) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below
or the Holders of which have not made the election provided
for in paragraph (b) below, payment of the principal of (and
premium, if any, on) and interest, if any, on any Registered
Security of such series will be made in the Currency in
which such Registered Security is payable. The provisions
of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

(b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have
the option, subject to paragraphs (d) and (e) below, to
receive payments of principal of (and premium, if any, on)
or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by
delivering to the Trustee a written election with signature
guarantees and in the applicable form established pursuant
to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment
date. If a Holder so elects to receive such payments in any
such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by
such Holder or such transferee by written notice to the
Trustee (but any such change must be made not later than the
close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be
made on such payment date, and no such change of election
may be made with respect to payments to be made on any
Registered Security of such series with respect to which an
Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article Four or
Fourteen or with respect to which a notice of redemption has
been given by the Company or a notice of option to elect
repayment has been sent by such Holder or such transferee).
Any Holder of any such Registered Security who shall not
have delivered any such election to the Trustee not later
than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date
in the relevant Currency as provided in Section 312(a). The
Trustee shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate
principal amount of Registered Securities for which Holders
have made such written election.

(c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been
provided for pursuant to Section 301, then, unless otherwise

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specified pursuant to Section 301, not later than the fourth
Business Day after the Election Date for each payment date
for Registered Securities of any series, the Exchange Rate
Agent will deliver to the Company a written notice
specifying, in the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts
of principal of (and premium, if any, on) and interest, if
any, on the Registered Securities to be paid on such payment
date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders
of Registered Securities of such series shall have elected
to be paid in another Currency as provided in paragraph (b)
above. If the election referred to in paragraph (b) above
has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless
otherwise specified pursuant to Section 301, on the second
Business Day preceding such payment date the Company will
deliver to the Trustee for such series of Registered
Securities an Exchange Rate Officer's Certificate in respect
of the Dollar or Foreign Currency payments to be made on
such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar or Foreign Currency amount
receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (b)
above shall be determined by the Company on the basis of the
applicable Market Exchange Rate in effect on the third
Business Day (the "Valuation Date") immediately preceding
each payment date and such determination shall be conclusive
and binding for all purposes, absent manifest error.

(d) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or
payable other than pursuant to an election provided for
pursuant to paragraph (b) above, then with respect to each
date for the payment of principal of (and premium, if any,
on) and interest, if any, on the applicable Securities
denominated or payable in such Foreign Currency occurring
after the last date on which such Foreign Currency was used
(the "Conversion Date"), the Dollar shall be the Currency of
payment for use on each such payment date. Unless otherwise
specified pursuant to Section 301, the Dollar amount to be
paid by the Company to the Trustee and by the Trustee or any
Paying Agent to the Holders of such Securities with respect
to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent
of the Foreign Currency or, in the case of a currency unit,
the Dollar Equivalent of the Currency Unit, in each case as
determined by the Exchange Rate Agent in the manner provided
in paragraph (f) or (g) below.

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(e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency
shall have elected to be paid in another Currency as
provided in paragraph (b) above, and a Conversion Event
occurs with respect to such elected Currency, such Holder
shall receive payment in the Currency in which payment would
have been made in the absence of such election; and if a
Conversion Event occurs with respect to the Currency in
which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as
provided in paragraph (d) above.

(f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained
for each subsequent payment date by converting the specified
Foreign Currency into Dollars at the Market Exchange Rate on
the Conversion Date.

(g) The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and, subject to the
provisions of paragraph (h) below, shall be the sum of each
amount obtained by converting the Specified Amount of each
Component Currency into Dollars at the Market Exchange Rate
for such Component Currency on the Valuation Date with
respect to each payment.

(h) For purposes of this Section 312 the following terms shall
have the following meanings:

A "Component Currency" shall mean any Currency which, on the
Conversion Date, was a component currency of the relevant
currency unit, including, but not limited to, the ECU.

A "Specified Amount" of a Component Currency shall mean the
number of units of such Component Currency or fractions
thereof which were represented in the relevant currency
unit, including, but not limited to, the ECU, on the
Conversion Date. If after the Conversion Date the official
unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such
Component Currency shall be divided or multiplied in the
same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single
currency, the respective Specified Amounts of such Component
Currencies shall be replaced by an amount in such single
Currency equal to the sum of the respective Specified
Amounts of such consolidated Component Currencies expressed
in such single Currency, and such amount shall thereafter be
a Specified Amount and such single Currency shall thereafter
be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more

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currencies, the Specified Amount of such Component Currency
shall be replaced by amounts of such two or more currencies,
having an aggregate Dollar Equivalent value at the Market
Exchange Rate on the date of such replacement equal to the
Dollar Equivalent value of the Specified Amount of such
former Component Currency at the Market Exchange Rate
immediately before such division, and such amounts shall
thereafter be Specified Amounts, and such currencies shall
thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit, including,
but not limited to, the ECU, a Conversion Event (other than
any event referred to above in this definition of "Specified
Amount") occurs with respect to any Component Currency of
such currency unit and is continuing on the applicable
Valuation Date, the Specified Amount of such Component
Currency shall, for purposes of calculating the Dollar
Equivalent of the Currency Unit, be converted into Dollars
at the Market Exchange Rate in effect on the Conversion Date
of such Component Currency.

"Election Date" shall mean the date for any series of
Registered Securities as specified pursuant to clause (13)
of Section 301 by which the written election referred to in
paragraph (b) above may be made.

All decisions and determinations of the Exchange Rate Agent regarding
the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the
Specified Amounts as specified above shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company, the Trustee and all
Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice
to the Company and the Trustee of any such decision or determination.

In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the
Company will immediately give written notice thereof to the Trustee
and to the Exchange Rate Agent (and the Trustee will promptly
thereafter give notice in the manner provided for in Section 106 to
the affected Holders) specifying the Conversion Date. In the event
the Company so determines that a Conversion Event has occurred with
respect to the ECU or any other currency unit in which Securities are
denominated or payable, the Company will immediately give written
notice thereof to the Trustee and to the Exchange Rate Agent (and the
Trustee will promptly thereafter give notice in the manner provided
for in Section 106 to the affected Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event the Company determines in good faith
that any subsequent change in any Component Currency as set forth in
the definition of Specified Amount above has occurred, the Company

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will similarly give written notice to the Trustee and the Exchange
Rate Agent.

The Trustee shall be fully justified and protected in relying and
acting upon information received by it from the Company and the
Exchange Rate Agent and shall not otherwise have any duty or
obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

SECTION 313. Appointment and Resignation of Successor Exchange Rate
Agent.

Unless otherwise specified pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a Currency other
than Dollars or (ii) may be payable in a Currency other than Dollars,
or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such
series of Securities, or as so required, at least one Exchange Rate
Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 301 for the purpose of
determining the applicable rate of exchange and, if applicable, for
the purpose of converting the issued Currency into the applicable
payment Currency for the payment of principal (and premium, if any)
and interest, if any, pursuant to Section 311.

No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor
Exchange Rate Agent as evidenced by a written instrument delivered to
the Company and the Trustee.

If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause with respect to the Securities of
one or more series, the Company, by or pursuant to a Board Resolution,
shall promptly appoint a successor Exchange Rate Agent or Exchange
Rate Agents with respect to the Securities of that or those series (it
being understood that any such successor Exchange Rate Agent may be
appointed with respect to the Securities of one or more or all of such
series and that, unless otherwise specified pursuant to Section 301,
at any time there shall only be one Exchange Rate Agent with respect
to the Securities of any particular series that are originally issued
by the Company on the same date and that are initially denominated
and/or payable in the same Currency).

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ARTICLE FOUR
SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities specified in such
Company Request (except as to any surviving rights of registration of
transfer or exchange of Securities of such series herein expressly
provided for and the obligation of the Company to pay any Additional
Amounts as contemplated by Section 1005) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when

(1) either

(A) all Securities of such series theretofore authenticated
and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306, and (ii)
Securities of such series for whose payment money has
theretofore been deposited in trust with the Trustee or
any Paying Agent or segregated and held in trust by the
Company and thereafter repaid to the Company, as
provided in Section 1003) have been delivered to the
Trustee for cancellation; or

(B) all Securities of such series not theretofore delivered
to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year, or

(iii) if redeemable at the option of the Company,
are to be called for redemption within one
year under arrangements satisfactory to the
Trustee for the giving of notice of
redemption by the Trustee in the name, and at
the expense, of the Company, and

in the case of (i), (ii) or (iii) above, the Company
has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust for such
purpose an amount in the Currency in which the
Securities of such series are payable, sufficient to
pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and
interest, if any, to the date of such deposit (in the

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case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the
case may be;

(2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture as to such
series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section
612 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall
survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment either directly or
through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest, if any,
for whose payment such money has been deposited with the Trustee; but
such money need not be segregated from other funds except to the
extent required by law.

ARTICLE FIVE
REMEDIES

SECTION 501. Events of Default.

"Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

(1) default in the payment of any interest on any Security of
that series when such interest becomes due and payable, and
continuance of such default for a period of 30 days; or

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(2) default in the payment of the principal of (or premium, if
any, on) any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when and
as due by the terms of the Securities of that series and
Article Twelve; or

(4) default in the performance, or breach, of any covenant or
agreement of the Company in this Indenture which affects or
is applicable to the Securities of that series (other than a
default in the performance, or breach of a covenant or
agreement which is specifically dealt with elsewhere in this
Section or which has expressly been included in this
Indenture solely for the benefit of one or more series of
Securities other than that series), and continuance of such
default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of all
Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of
Default" hereunder; or

(5) the entry of a decree or order by a court having
jurisdiction in the premises adjudging the Company a
bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under the
Federal Bankruptcy Code or any other applicable federal or
state law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in
effect for a period of 90 consecutive days; or

(6) the institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under the Federal
Bankruptcy Code or any other applicable federal or state
law, or the consent by it to the filing of any such petition
or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay
its debts generally as they become due; or

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(7) any other Event of Default provided with respect to
Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default described in clause (1), (2), (3), (4) or (7)
of Section 501 with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount
(or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount
as may be specified in the terms of that series) of all of the
Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or
specified portion thereof) shall become immediately due and payable.
If an Event of Default specified in Section 501(5) or 501(6) occurs
and is continuing, then the principal amount of all the Securities
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.

At any time after a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as
hereinafter provided in this Article, the Holders of a majority in
principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if:

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay in the Currency in which the Securities of
such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)),

(A) all overdue interest on all Outstanding Securities of
that series,

(B) all unpaid principal of (and premium, if any, on) any
Outstanding Securities of that series which has become
due otherwise than by such declaration of acceleration,
and interest on such unpaid principal at the rate or
rates prescribed therefor in such Securities,

(D) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements

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and advances of the Trustee, its agents and counsel;
and

(2) all Events of Default with respect to Securities of that
series, other than the non-payment of amounts of principal
of (or premium, if any, on) or interest, if any, on
Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived
as provided in Section 513.

No such rescission shall affect any subsequent default or impair any
right consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if:

(1) default is made in the payment of any installment of
interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 days,
or

(2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,

then the Company will, upon demand of the Trustee, pay to the Trustee
for the benefit of the Holders of such Securities, the whole amount
then due and payable on such Securities for principal (and premium, if
any) and interest, if any, and interest on any overdue principal (and
premium, if any) and on any overdue interest, if any, at the rate or
rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due
and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company or any other obligor upon
such Securities and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities, wherever situated.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of
Securities of such series by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such

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rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor
upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment
of overdue principal, premium, if any, or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal
(and premium, if any), or such portion of the principal
amount of any series of Original Issue Discount Securities
or Indexed Securities as may be specified in the terms of
such series, and interest, if any, owing and unpaid in
respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

(ii) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the
same;

and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding.

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SECTION 505. Trustee May Enforce Claims Without Possession of
Securities.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, if any, upon presentation
of the Securities, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

First: To the payment of all amounts due the Trustee
under Section 607;

Second: To the payment of the amounts then due and unpaid for
principal of (and premium, if any, on) and interest, if
any, on the Securities in respect of which or for the
benefit of which such money has been collected,
ratably, without preference or priority of any kind,
according to the amounts due and payable on such
Securities for principal (and premium, if any) and
interest, if any, respectively; and

Third: The balance, if any, to the Company or any other
Person or Persons entitled thereto.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series, in the case of any

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Event of Default described in clause (1), (2), (3), (4) or
(7) of Section 501, or, in the case of any Event of Default
described in clause (5) or (6) of Section 501, the Holders
of not less than 25% in principal amount of all Outstanding
Securities, have made written request to the Trustee to
institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any
such proceeding; and

(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the
Holders of a majority or more in principal amount of the
Outstanding Securities of that series, in the case of any
Event of Default described in clause (1), (2), (3), (4) or
(7) of Section 501, or, in the case of any Event of Default
described in clause (5) or (6) of Section 501, by the
Holders of a majority or more in principal amount of all
Outstanding Securities;

it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Securities of the same
series, in the case of any Event of Default described in clause (1),
(2), (3), (4) or (7) of Section 501, or of Holders of all Securities,
in the case of any Event of Default described in clause (5) or (6) of
Section 501, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and
ratable benefit of all Holders of Securities of the same series, in
the case of any Event of Default described in clause (1), (2), (3),
(4) or (7) of Section 501, or of Holders of all Securities, in the
case of any Event of Default described in clause (5) or (6) of Section
501.

SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if
applicable, Article Fourteen) and in such Security, of the principal
of (and premium, if any, on) and (subject to Section 307) interest, if
any, on such Security on the respective Stated Maturities expressed in

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such Security (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders of Securities shall be restored severally
and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities is intended to
be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 512. Control by Holders.

With respect to the Securities of any series, the Holders of not less
than a majority in principal amount of the Outstanding 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 Trustee,
or exercising any trust or power conferred on the Trustee relating to
or arising under clause (1), (2), (3), (4) or (7) of Section 501, and,
with respect to all Securities, the Holders of not less than a
majority in principal amount of all Outstanding Securities shall have

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the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, not relating to or arising
under clause (1), (2), (3), (4) or (7) of Section 501, provided that
in each case

(1) such direction shall not be in conflict with any rule of law
or with this Indenture,

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and

(3) the Trustee need not take any action which might involve it
in personal liability or be unjustly prejudicial to the
Holders of Securities of such series not consenting.

SECTION 513. Waiver of Past Defaults.

Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any
past default described in clause (1), (2), (3), (4) or (7) of Section
501 (or, in the case of a default described in clause (5) or (6) of
Section 501, the Holders of not less than a majority in principal
amount of all Outstanding Securities may waive any such past default),
and its consequences, except a default

(1) in respect of the payment of the principal of (or premium,
if any, on) or interest, if any, on any Security, or

(2) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such
series affected.

Upon any such waiver, any such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any
right consequent thereon.

SECTION 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act;
provided, that neither this Section nor the Trust Indenture Act shall
be deemed to authorize any court to require such an undertaking or to

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make such an assessment in any suit instituted by the Company or the
Trustee or in any suit for the enforcement of the right to receive the
principal of and interest on any Security.

SECTION 515. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been
enacted.

ARTICLE SIX
THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

(a)Except during the continuance of an Event of Default with respect
to Securities of any series,

(1)the Trustee undertakes to perform, with respect to Securities of
such series, such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the
statements and the correctness of the opinions
expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the
requirements of this Indenture, but in the case of any
such certificates or opinions which by any provisions
hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to
the requirements of this Indenture.

(b) In case an Event of Default with respect to Securities of
any series has occurred and is continuing, the Trustee shall
exercise, with respect to Securities of such series, such
of the rights and powers vested in it by this Indenture, 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 own affairs.

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(c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct
except that :

(1) this paragraph (c) shall not be construed to limit the
effect of (a) of this Section;

(2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and

(3) the 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 Holders pursuant to
Section 512 relating to the time, method and place of
conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture.

(d) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

(e) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

Within 90 days after the occurrence of any Default hereunder with
respect to the Securities of any series, the Trustee shall transmit in
the manner and to the extent provided in TIA Section 313(c), notice of
such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the case
of a Default in the payment of the principal of (or premium, if any,
on) or interest, if any, on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of
such series, the 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
Trustee in good faith determine that the withholding of such notice is
in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any Default of the character
specified in Section 501(4) with respect to Securities of such series,

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no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of TIA Sections 315(a) through 315(d):

(1) the Trustee may rely and shall be 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 or presented by
the proper party or parties;

(2) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or
Company Order and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be
herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon an Officers' Certificate;

(4) the Trustee may consult with counsel, and the written advice
of such counsel or any Opinion of Counsel 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 reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders of Securities of
any series pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or
direction;

(6) the 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 Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled

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to examine the books, records and premises of the Company,
personally or by agent or attorney;

(7) the 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 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; and

(8) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it
to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture.

SECTION 604. Trustee Not Responsible for Recitals or Issuance of
Securities.

The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate,
subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of
Securities and, subject to TIA Sections 310(b) and 311, may otherwise
deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.

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SECTION 607. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder
(which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express
trust);

(2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to
its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses
of defending itself against any claim or liability in
connection with the exercise or performance of any of its
powers or duties hereunder.

The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements
and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. As security for the
performance of such obligations of the Company, the Trustee shall have
a claim prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the
payment of principal of (and premium, if any, on) or interest on
particular Securities.

SECTION 608. Corporate Trustee Required; Eligibility;
Disqualifications; Conflicting Interests.

There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have
a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of federal, state, territorial or
District of Columbia supervising or examining authority, then for the
purposes of this Section, 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. If at

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any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. The
Trustee for the Securities of any Series issued hereunder shall be
subject to the provisions of the Trust Indenture Act Section 310(b)
during the period of time provided for therein. In determining
whether the Trustee has a conflicting interest as defined in the Trust
Indenture Act Section 310(b) with respect to the Securities of any
series, there shall be excluded for purposes of the conflicting
interest provisions of such Section 310(b) the Securities of every
other series issued under this indenture. Nothing herein shall
prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of the Trust Indenture Act
of Section 310(b).

SECTION 609. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable
requirements of Section 610.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice
thereof to the Company. If the instrument of acceptance by
a successor Trustee required by Section 610 shall not have
been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the
Securities of such series.

(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of not less
than a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to
the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of
TIA Section 310(b) after written request therefor by
the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section
608 and shall fail to resign after written request
therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months,
or

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(3) the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of
the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board
Resolution, may remove the Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any
Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others
similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or
Trustees.

(e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one
or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series).
If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee
with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the
Company. If no successor trustee with respect to the
Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the
Securities of such series.

(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with
respect to the Securities of any series to the Holders of

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Securities of such series in the manner provided for in
Section 106. Each notice shall include the name of the
successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.

SECTION 610. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such
retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or
change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee;

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and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and
each such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which
the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such
successor Trustee relates. Whenever there is a successor
Trustee with respect to one or more (but less than all)
series of Securities issued pursuant to this Indenture, the
terms "Indenture" and "Securities" shall have the meanings
specified in the provisos to the respective definitions of
those terms in Section 101 which contemplate such situation.

(c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor
Trustee all rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.

SECTION 611. Merger, Conversion, Consolidation or Succession to
Business.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be
a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself
authenticated such Securities; and in case at that time any of the
Securities shall not have been authenticated, any successor Trustee
may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such

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cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt
the certificate of authentication of any predecessor Trustee or to
authenticate Securities in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or
consolidation.

SECTION 612. Appointment of Authenticating Agent.

At any time when any of the Securities remain Outstanding, the Trustee
may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series and the
Trustee shall give written notice of such appointment to all Holders
of Securities of the series with respect to which such Authenticating
Agent will serve, in the manner provided for in Section 106.
Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly
furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company
and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any state thereof or
the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this
Section, 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. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner
and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation
succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent,
provided such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

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An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall give written notice
of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve, in the manner
provided for in Section 106. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 607.

If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication,
an alternate certificate of authentication in the following form:

This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

The Chase Manhattan Bank,
as Trustee

By:
Authenticating Agent

By:
Authorized Officer

SECTION 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such other obligor).

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ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders.

Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company or the
Trustee or any agent of either of them shall be held accountable by
reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with TIA Section 312,
regardless of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312(b).

SECTION 702. Reports by Trustee.

Within 60 days after May 15 of each year commencing with the first May
15 after the first issuance of Securities pursuant to this Indenture,
the Trustee shall transmit to the Holders of Securities, in the manner
and to the extent provided in TIA Section 313(c), a brief report dated
as of such May 15 if required by TIA Section 313. A copy of each such
report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which the Securities are
listed, with the Commission and with the Company. The Company will
notify the Trustee when the Securities are listed on any stock
exchange.

SECTION 703. Reports by Company.

The Company shall:

(1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the
annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to
file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934; or, if the
Company is not required to file information, documents or
reports pursuant to either of such Sections, then it shall
file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic
information, documents and reports which may be required
pursuant to Section 13 of the Securities Exchange Act of
1934 in respect of a security listed and registered on a
national securities exchange as may be prescribed from time
to time in such rules and regulations;

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(2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the
Commission, such additional information, documents and
reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations;
and

(3) transmit to all Holders, in the manner and to the extent
provided in TIA Section 313(c), within 30 days after the
filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by
the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations
prescribed from time to time by the Commission.

ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease, or permit one or more of its
Subsidiaries to convey, transfer or lease, all or substantially all of
the property and assets of the Company and its Subsidiaries on a
consolidated basis, to any Person, unless:

(1) 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 properties and
assets of the Company and its Subsidiaries on a consolidated
basis (A) shall be a corporation, partnership or trust
organized and validly existing under the laws of the United
States of America, any state thereof or the District of
Columbia and (B) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the Company's
obligation for the due and punctual payment of the principal
of (and premium, if any, on) and interest, if any, on all
the Securities and the performance and observance of every
covenant of this Indenture on the part of the Company to be
performed or observed;

(2) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be
continuing; and

(3) the Company or such Person shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance,

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transfer or lease and such supplemental indenture comply
with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied
with.

This Section shall only apply to a merger or consolidation in which
the Company is not the surviving corporation and to conveyances,
leases and transfers by the Company as transferor or lessor.

SECTION 802. Successor Person Substituted.

Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company and its Subsidiaries on a
consolidated basis to any Person in accordance with Section 801, the
successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same
effect as if such successor Person had been named as the Company
herein, and in the event of any such conveyance or transfer, the
Company (which term shall for this purpose mean the Person named as
the "Company" in the first paragraph of this Indenture or any
successor Person which shall theretofore become such in the manner
described in Section 801), except in the case of a lease, shall be
discharged of all obligations and covenants under this Indenture and
the Securities and may be dissolved and liquidated.

SECTION 803. Assignment of Rights.

The Company will have the right at all times to assign any of its
respective rights or obligations under this 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 its obligations. Subject to the foregoing, this Indenture will be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. This Indenture may not otherwise
be assigned by the parties hereto.

ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following
purposes:

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(1) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of
the Company contained herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series
of Securities, stating that such covenants are being
included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the
Company; or

(3) to add any additional Events of Default (and if such Events
of Default are to be for the benefit of less than all series
of Securities, stating that such Events of Default are being
included solely for the benefit of such series); or

(4) to change or eliminate any of the provisions of this
Indenture; provided that any such change or elimination
shall become effective only when there is no Security
Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit
of such provision; or

(5) to secure the Securities; or

(6) to establish the form or terms of Securities of any series
as permitted by Sections 201 and 301; or

(7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any
of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the
requirements of Section 610(b); or

(8) to close this Indenture with respect to the authentication
and delivery of additional series of Securities, to cure any
ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein,
or to make any other provisions with respect to matters or
questions arising under this Indenture; provided such action
shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities of any series, by Act
of said Holders delivered to the Company and the Trustee, the Company,

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when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture which affect such
series of Securities or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security of such series,

(1) change the Stated Maturity of the principal of, or any
installment of interest on, any Security of such series, or
reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof,
or change any obligation of the Company to pay Additional
Amounts contemplated by Section 1005 (except as contemplated
by Section 801(1) and permitted by Section 901(1)), or
reduce the amount of the principal of an Original Issue
Discount Security of such series that would be due and
payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof
provable in bankruptcy pursuant to Section 504, or change
the redemption provisions of any Security, or adversely
affect any right of repayment at the option of any Holder of
any Security of such series, or change any Place of Payment
where, or the Currency in which, any Security of such series
or any premium or 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 or repayment at the option of the Holder,
on or after the Redemption Date or Repayment Date, as the
case may be), or

(2) reduce the percentage in principal amount of the Outstanding
Securities of such series required for any such supplemental
indenture, for any waiver of compliance with certain
provisions of this Indenture which affect such series or
certain defaults applicable to such series hereunder and
their consequences provided for in this Indenture, or

(3) modify any of the provisions of this Section or Section 513,
except to increase any such percentage or to provide that
certain other provisions of this Indenture which affect such
series cannot be modified or waived without the consent of
the Holder of each Outstanding Security of such series.

Any such supplemental indenture adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture,
or modifying in any manner the rights of the Holders of Securities of
such series, shall not affect the rights under this Indenture of the
Holders of Securities of any other series.

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It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance
thereof.

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in
effect.

SECTION 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Trustee and
the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee
in exchange for Outstanding Securities of such series.

SECTION 907. Notice of Supplemental Indentures.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting
forth in general terms the substance of such supplemental indenture.

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ARTICLE TEN
COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, and Interest, if
any.

The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the
principal of (and premium, if any, on) and interest, if any, on the
Securities of that series in accordance with the terms of the
Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

If the Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the
Trustee.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from
time to time rescind any such designation; provided, however, that no
such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in accordance with
the requirements set forth above for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise
specified with respect to any Securities as contemplated by Section
301 with respect to a series of Securities, the Company hereby
designates as a Place of Payment for each series of Securities the
office or agency of the Company in The City of New York, and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent in
such city and as its agent to receive all such presentations,
surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are
denominated in a Currency other than Dollars or (ii) may be payable in
a Currency other than Dollars, or so long as it is required under any

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other provision of the Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least
one Exchange Rate Agent.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due
date of the principal of (and premium, if any, on) or interest, if
any, on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)) sufficient to pay the principal (and premium, if
any) or interest, if any, so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to or on each due date of the
principal of (and premium, if any, on) or interest on any Securities
of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so
to act.

The Company will cause each Paying Agent (other than the Trustee) for
any series of Securities to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent
will:

(1) hold all sums held by it for the payment of the principal of
(and premium, if any, on) and interest, if any, on
Securities of such series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of such series) in the
making of any payment of principal of (or premium, if any,
on) or interest, if any, on the Securities of such series;
and

(3) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

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The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon
which sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such
sums.

Except as provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if
any, on) or interest, if any, on any Security of any series, and
remaining unclaimed for two years after such principal (and premium,
if any) or interest, if any, has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security
or coupon shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company
cause to be published once, in an Authorized Newspaper, notice that
such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will
be repaid to the Company.

SECTION 1004. Statement as to Compliance.

The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's compliance with all
conditions and covenants under this Indenture. For purposes of this
Section 1004, such compliance shall be determined without regard to
any period of grace or requirement of notice under this Indenture.

SECTION 1005. Additional Amounts.

If any Securities of a series provide for the payment of additional
amounts to any Holder who is not a United States person in respect of
any tax, assessment or governmental charge ("Additional Amounts"), the
Company will pay to the Holder of any Security of such series such
Additional Amounts as may be specified as contemplated by Section 301.
Whenever in this Indenture there is mentioned, in any context, the
payment of the principal (or premium, if any, on) or interest, if any,
on, or in respect of, any Security of a series or the net proceeds
received on the sale or exchange of any Security of a series, such

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mention shall be deemed to include mention of the payment of
Additional Amounts provided for by the terms of such series
established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect
thereof pursuant to such terms, and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts,
at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will
not bear interest prior to Maturity, the first day on which a payment
of principal (and premium, if any) is made), and at least 10 days
prior to each date of payment of principal (and premium, if any) or
interest, if any, if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Paying
Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any, on)
or interest, if any, on the Securities of that series shall be made to
Holders of Securities of that series who are not United States persons
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any
such withholding shall be required, then such Officers' Certificate
shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of that series and the
Company will pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. In the event that
the Trustee or any Paying Agent, as the case may be, shall not so
receive the above-mentioned certificate, then the Trustee or such
Paying Agent shall be entitled (i) to assume that no such withholding
or deduction is required with respect to any payment of principal (and
premium, if any) or interest, if any, with respect to any Securities
of a series until it shall have received a certificate advising
otherwise and (ii) to make all payments of principal (and premium, if
any) and interest, if any, with respect to the Securities of a series
without withholding or deductions until otherwise advised. The
Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to
this Section.

SECTION 1006. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all material taxes,

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assessments and governmental charges levied or imposed upon the
Company or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by
appropriate proceedings.

SECTION 1007. Maintenance of Properties.

The Company will cause all property necessary for the operation of the
business of the Company and its Subsidiaries as a whole to be
maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be
necessary so that the business carried on in connection therewith may
be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent or restrict the
sale, abandonment or other disposition of any of such property if such
action is, in the judgment of the Company, desirable in the conduct of
the business of the Company and its Subsidiaries as a whole and not
disadvantageous in any material respect to the Holders.

SECTION 1008. Corporate Existence.

Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its
corporate existence and the rights (charter and statutory) and
franchises of the Company and any Subsidiary; provided, however, that
the Company shall not be required to preserve any such right or
franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company
and its Subsidiaries as a whole.

ARTICLE ELEVEN
REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this
Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any

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redemption at the election of the Company, the Company shall, at least
60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to
select the Securities to be redeemed pursuant to Section 1103. In the
case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of
portions of the principal of Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of
the principal amount of a Security not redeemed to less than the
minimum authorized denomination for Securities of such series
established pursuant to Section 301.

The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be
redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security
which has been or is to be redeemed.

SECTION 1104. Notice of Redemption.

Except as otherwise specified as contemplated by Section 301, notice
of redemption shall be given in the manner provided for in Section 106
not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

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(3) if less than all the Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular
Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price (together
with accrued interest, if any, to the Redemption Date
payable as provided in Section 1106) will become due and
payable upon each such Security, or the portion thereof, to
be redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date,

(5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price, and

(6) that the redemption is for a sinking fund, if such is the
case.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section
1003) an amount of money in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if
applicable as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the Redemption Price of, and accrued interest on,
all the Securities which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified in the Currency in which the
Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except,
if applicable as provided in Sections 312(b), 312(d) and 312(e))
(together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest.
Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that installments of interest on

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Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

If any Security called for redemption or portion thereof shall not be
so paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the Redemption
Date at the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) set forth in the Security.

SECTION 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series, of any authorized
denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

ARTICLE TWELVE
SINKING FUNDS

SECTION 1201. Applicability of Article.

Retirements of Securities of any series pursuant to any sinking fund
shall be made in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a
"mandatory sinking fund payment", and any payment in excess of such
minimum amount provided for by the terms of Securities of any series
is herein referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series, the cash amount
of any mandatory sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied
to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

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SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

Subject to Section 1203, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a
series in cash, subject to the limitations set forth at Section 1001,
the Company may at its option (1) deliver to the Trustee Outstanding
Securities of a series (other than any previously called for
redemption) theretofore purchased or otherwise acquired by the Company
and/or (2) receive credit for the principal amount of Securities of
such series which have been previously delivered to the Trustee by the
Company or for Securities of such series which have been redeemed
either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case
in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of the same series required to
be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided, however, that such Securities have
not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the
sinking fund and the amount of such mandatory sinking fund payment
shall be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by
payment of cash in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided
in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if
any, which is to be satisfied by delivering or crediting Securities of
that series pursuant to Section 1202 (which Securities will, if not
previously delivered, accompany such certificate) and whether the
Company intends to exercise its right to make a permitted optional
sinking fund payment with respect to such series. Such certificate
shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if
any, on or before the next succeeding sinking fund payment date. In
the case of the failure of the Company to deliver such certificate,
the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall
be sufficient to redeem the principal amount of such Securities
subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 1202 and without
the right to make any optional sinking fund payment, if any, with
respect to such series.

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Not more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Sections 1106 and
1107.

Prior to any sinking fund payment date, the Company shall pay to the
Trustee or a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003)
in cash a sum equal to any interest that will accrue to the date fixed
for redemption of Securities or portions thereof to be redeemed on
such sinking fund payment date pursuant to this Section 1203.

Notwithstanding the foregoing, with respect to a sinking fund for any
series of Securities, if at any time the amount of cash to be paid
into such sinking fund on the next succeeding sinking fund payment
date, together with any unused balance of any preceding sinking fund
payment or payments for such series, does not exceed in the aggregate
$100,000, the Trustee, unless requested by the Company, shall not give
the next succeeding notice of the redemption of Securities of such
series through the operation of the sinking fund. Any such unused
balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next
succeeding sinking fund payment date or, at the request of the
Company, shall be applied at any time or from time to time to the
purchase of Securities of such series, by public or private purchase,
in the open market or otherwise, at a purchase price for such
Securities (excluding accrued interest and brokerage commissions, for
which the Trustee or any Paying Agent will be reimbursed by the
Company) not in excess of the principal amount thereof.

ARTICLE THIRTEEN
REPAYMENT AT OPTION OF HOLDERS

SECTION 1301. Applicability of Article.

Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified as
contemplated by Section 301 for Securities of any series) in
accordance with this Article.

SECTION 1302. Repayment of Securities.

Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in
the terms of such Securities, be repaid at a price equal to the

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principal amount thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest, if any, on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

SECTION 1303. Exercise of Option.

Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on
the reverse of such Securities. To be repaid at the option of the
Holder, any Security so providing for such repayment, with the "Option
to Elect Repayment" form on the reverse of such Security duly
completed by the Holder (or by the Holder's attorney duly authorized
in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other
place or places of which the Company shall from time to time notify
the Holders of such Securities) not earlier than 45 days nor later
than 30 days prior to the Repayment Date. If less than the entire
principal amount of such Security is to be repaid in accordance with
the terms of such Security, the principal amount of such Security to
be repaid, in increments of the minimum denomination for Securities of
such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal
amount of such Security surrendered that is not to be repaid, must be
specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in
part if, following such repayment, the unpaid principal amount of such
Security would be less than the minimum authorized denomination of
Securities of the series of which such Security to be repaid is a
part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof,
exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

SECTION 1304. When Securities Presented for Repayment Become Due and
Payable.

If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such
Securities, such Securities or the portions thereof, as the case may

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be, to be repaid shall become due and payable and shall be paid by the
Company on the Repayment Date therein specified, and on and after such
Repayment Date (unless the Company shall default in the payment of
such Securities on such Repayment Date) such Securities shall, if the
same were interest-bearing, cease to bear interest. Upon surrender of
any such Security for repayment in accordance with such provisions,
the principal amount of such Security so to be repaid shall be paid by
the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that in the case of Registered Securities,
installments of interest, if any, whose Stated Maturity is on or prior
to the Repayment Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307.

If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment
Date) shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) set forth in the Security.

SECTION 1305. Securities Repaid in Part.

Upon surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new Registered
Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount
equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

ARTICLE FOURTEEN
DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or Covenant
Defeasance.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fourteen
shall apply to each series of Securities, and the Company may, at its
option, effect (i) defeasance of the Securities of or within a series
under Section 1402 or (ii) covenant defeasance of or within a series
under Section 1403 in accordance with the terms of such Securities and
in accordance with this Article.

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SECTION 1402. Defeasance and Discharge.

Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations
with respect to such Outstanding Securities on the date the conditions
set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Securities, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in (1) and (2) below, and to
have satisfied all its other obligations under such Securities and
this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder: (1)
the rights of Holders of such Outstanding Securities to receive,
solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments in respect of the principal of
(and premium, if any, on) and interest, if any, on such Securities,
(2) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003 and with respect to the payment
of Additional Amounts, if any, on such Securities as contemplated by
Section 1005, (3) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and (4) this Article Fourteen. Subject to
compliance with this Article Fourteen, the Company may exercise its
option under this Section 1402 notwithstanding the prior exercise of
its option under Section 1403 with respect to such Securities.

SECTION 1403. Covenant Defeasance.

Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the
Company shall be released from its obligations under Section 803 and
Sections 1006 through 1008, and, if specified pursuant to Section 301,
its obligations under any other covenant, with respect to such
Outstanding Securities on and after the date the conditions set forth
in Section 1404 are satisfied (hereinafter, "covenant defeasance"),
and such Securities shall thereafter be deemed not to be "Outstanding"
for the purposes of any direction, waiver, consent or declaration or
Act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed "Outstanding" for
all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities,
the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of reference in any
such covenant to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event

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of Default under Section 501(4) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

SECTION 1404. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section
1402 or Section 1403 to any Outstanding Securities of or within a
series:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying
the requirements of Section 608 who shall agree to comply
with the provisions of this Article Fourteen applicable to
it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such
Securities, (A) an amount (in such Currency in which such
Securities are then specified as payable at Stated
Maturity), or (B) Government Obligations applicable to such
Securities (determined on the basis of the Currency in which
such Securities are then specified as payable at Stated
Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due
date of any payment of principal (including any premium) and
interest, if any, under such Securities, money in an amount,
or (C) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public
accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and
premium, if any, on) and interest, if any, on such
Outstanding Securities on the Stated Maturity (or Redemption
Date, if applicable) of such principal (and premium, if any)
or installment or interest and (ii) any mandatory sinking
fund payments or analogous payments applicable to such
Outstanding Securities on the day on which such payments are
due and payable in accordance with the terms of this
Indenture and of such Securities; provided that the Trustee
shall have been irrevocably instructed to apply such money
or the proceeds of such Government Obligations to said
payments with respect to such Securities. Before such a
deposit, the Company may give to the Trustee, in accordance
with Section 1102 hereof, a notice of its election to redeem
all or any portion of such Outstanding Securities at a
future date in accordance with the terms of the Securities
of such series and Article Eleven hereof, which notice shall
be irrevocable. Such irrevocable redemption notice, if
given, shall be given effect in applying the foregoing.

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(2) No Default or Event of Default with respect to such
Securities shall have occurred and be continuing on the date
of such deposit or, insofar as paragraphs (5) and (6) of
Section 501 are concerned, at any time during the period
ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed
satisfied until the expiration of such period).

(3) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to
which the Company is a party or by which it is bound.

(4) In the case of an election under Section 1402, the Company
shall have delivered to the Trustee an Opinion of Counsel
stating that (x) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or
(y) since the date of execution of this Indenture, there has
been a change in the applicable United States federal income
tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such
Outstanding Securities will not recognize income, gain or
loss for United States federal income tax purposes as a
result of such 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 had not occurred.

(5) In the case of an election under Section 1403, the Company
shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of such Outstanding Securities
will not recognize income, gain or loss for United States
federal income tax purposes as a result of such 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 covenant
defeasance had not occurred.

(6) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms,
conditions or limitations in connection therewith pursuant
to Section 301.

(7) The Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the deposit contemplated by
subsection (1) shall not result in the Company, the Trustee
or the defeasance trust being deemed an "investment company"
under the Investment Company Act of 1940, as amended.

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(8) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the
defeasance under Section 1402 or the covenant defeasance
under Section 1403 (as the case may be) have been complied
with.

SECTION 1405. Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee -- collectively for
purposes of this Section 1405, the "Trustee") pursuant to Section 1404
in respect of such Outstanding Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, if any, but such money
need not be segregated from other funds except to the extent required
by law.

Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(1) has
been made, (i) the Holder of a Security in respect of which such
deposit was made is entitled to, and does, elect pursuant to Section
312(b) or the terms of such Security to receive payment in a Currency
other than that in which the deposit pursuant to Section 1404(1) has
been made in respect of such Security, or (ii) a Conversion Event
occurs as contemplated in Section 312(d) or 312(e) or by the terms of
any Security in respect of which the deposit pursuant to Section
1404(1) has been made, the indebtedness represented by such 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, on), and interest, if any, on such Security as they become due
out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the Currency in
which such Security becomes payable as a result of such election or
Conversion Event based on the applicable Market Exchange Rate for such
Currency in effect on the third Business Day prior to each payment
date, except, with respect to a Conversion Event, for such Currency in
effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 1404 or the principal and
interest received in respect thereof other than any such tax, fee or

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other charge which by law is for the account of the Holders of such
Outstanding Securities.

Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or Government Obligations (or other property
and any proceeds therefrom) held by it as provided in Section 1404
which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance, as applicable, in accordance with
this Article.

SECTION 1406. Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under
this Indenture and such Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 1402 or 1403, as
the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 1405;
provided, however, that if the Company makes any payment of principal
of (or premium, if any, on) or interest, if any, on any such Security
following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above
written.

Seal
NORTHWESTERN CORPORATION

By: /s/ Daniel K. Newell
----------------------------------------
Daniel K. Newell
Vice President - Finance and Chief
Financial Officer

Attest: /s/ David A. Monaghan
-------------------------------
David A. Monaghan
Controller - Treasurer

Seal
THE CHASE MANHATTAN BANK

By: /s/ Ronald J. Halleran
------------------------------------------
Name: Ronald J. Halleran
Title: Assistant Vice President

Attest:
------------

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STATE OF SOUTH DAKOTA )
) SS
COUNTY OF MINNEHAHA )

On the day of _______________ __, _____, before me personally
_____________________ came to be known, who, being by me duly sworn,
did depose and say that he is the _________________________________
___________________________________________________ of Northwestern
Corporation, one of the corporations described in and which executed
the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such
corporation seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by
like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
seal of office this ____ day of ________________, ____.

-----------------------------------
(Notarial Seal) --------------------
--------------------
My Commission Expires_________

STATE OF NEW YORK )
) SS
COUNTY OF KINGS )

On the day _____ of ______________, _____, before me personally
______________ came to be known, who, being by me duly sworn, did
depose and say that he is the ____________________ of The Chase
Manhattan Bank, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such
corporation seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by
like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
seal of office this ____ day of _____________, ____.

-----------------------------------
(Notarial Seal) --------------------
--------------------
My Commission Expires
--------

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EXHIBIT 4(b)(9)
---------------

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 1998
(this "First Supplemental Indenture"), between NorthWestern
Corporation, a Delaware corporation (the "Company"), and The Chase
Manhattan Bank, as trustee (the "Trustee"), under the Indenture dated
as of November 1, 1998 between the Company and the Trustee (the
"Indenture").

WHEREAS, the Company executed and delivered the Indenture to
the Trustee to provide for the future issuance of the Company's senior
debt securities to be issued from time to time in one or more series
as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and
delivered as provided in the Indenture;

WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of its
securities to be known as its 6.95% Senior Debentures due 2028 in the
aggregate principal amount of $105,000,000 (the "Senior Debentures"),
the form and substance of such Senior Debentures and the terms,
provisions and conditions thereof to be set forth as provided in the
Indenture and this First Supplemental Indenture; and

WHEREAS, the Company has requested that the Trustee execute
and deliver this First Supplemental Indenture and all requirements
necessary to make this First Supplemental Indenture a valid instrument
in accordance with its terms and to make the Senior Debentures, when
executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company have been performed, and
the execution and delivery of this First Supplemental Indenture has
been duly authorized in all respects;

NOW THEREFORE, in consideration of the purchase and
acceptance of the Senior Debentures by the Holders thereof, and for
the purpose of setting forth, as provided in the Indenture, the form
and substance of the Senior Debentures and the terms, provisions and
conditions thereof, the Company covenants and agrees with the Trustee
as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1. Definition of Terms.

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when
used in this First Supplemental Indenture;

(b) a term defined anywhere in this First Supplemental Indenture
has the same meaning throughout;

(d) a reference to a Section or Article is to a Section or
Article of this First Supplemental Indenture;

(e) headings are for convenience of reference only and do not
affect interpretation; and

(f) the following terms have the meanings given to them in this
Section 1.1(f):

"Business Day" means any calendar day that is not a
Saturday, Sunday or legal holiday in New York, New York and on which
commercial banks are open for business in New York, New York.

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

"Comparable Treasury Price" means (i) the average of five
Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations,
or (ii) if the Independent Investment Banker obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such
quotations.

"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee.

"Maturity Date" means the date on which the Senior
Debentures mature and on which the principal shall be due and payable
together with all accrued and unpaid interest thereon.

"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated, CIBC Oppenheimer Corp. and their respective successors,
provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer and (ii) any other Primary Treasury Dealer
selected by the Independent Investment Banker after consultation with
the Company.

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

"Treasury Rate" means, with respect to any redemption date,
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under
the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, yields for the
two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum
equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The
Treasury Rate shall be calculated on the third Business Day preceding
the redemption date.

ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE SENIOR DEBENTURES

SECTION 2.1. Designation and Principal Amount.

There is hereby authorized a series of Securities designated
the "6.95% Senior Debentures due 2028", limited in aggregate principal
amount to $105,000,000, which amount shall be as set forth in any
written Company Order for the authentication and delivery of Senior
Debentures pursuant to Section 303 of the Indenture.

SECTION 2.2. Stated Maturity.

The Stated Maturity of the Senior Debentures will be
November 15, 2028.

SECTION 2.3. Form and Payment.

(a) The Senior Debentures shall initially be issued as
Registered Securities in global form in the aggregate
principal amount of $105,000,000 (a "Global Debenture"), to

be registered in the name of The Depository Trust Company,
New York, New York, or its nominee (the "Depository"), and
delivered by the Trustee to the Depository or a custodian
appointed by the Depository for crediting to the accounts of
its participants pursuant to the instructions of the
Company. Payments on the Senior Debentures issued as a
Global Debenture will be made to the Depository.

(b) A Global Debenture may be transferred, in whole but not in
part, only by the Depository to a nominee of the Depository,
by a nominee of the Depository to another nominee of the
Depository, or by the Depository or such nominee to a
successor Depository selected or approved by the Company or
to a nominee of such successor Depository.

(c) If at any time the Depository notifies the Company that it
is unwilling or unable to continue as Depository or if at
any time the Depository for such series shall no longer be
registered or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depository for such series is
not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such
condition, as the case may be, the Company will execute,
and, subject to Article Two of the Indenture, the Trustee
will authenticate and deliver, certificated Senior
Debentures in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Debenture
in exchange for such Global Debenture. In addition, the
Company may at any time determine that the Senior Debentures
shall no longer be represented by a Global Debenture. In
such event the Company will execute, and, subject to a
certificate evidencing such determination by the Company,
the Trustee will authenticate and deliver certificated
Senior Debentures in definitive registered form without
coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Debenture in exchange for such Global Debenture. Upon the
exchange of the Global Debenture for such certificated
Senior Debentures in definitive registered form without
coupons, in authorized denominations, the Global Debenture
shall be canceled by the Trustee. Such Senior Debentures in
definitive registered form issued in exchange for the Global
Debenture shall be registered in such names and in such
authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall
deliver such Senior Debentures to the Depository for
delivery to the Persons in whose names such Senior
Debentures are so registered.

(d) If, pursuant to the provisions of Section 2.3(c), the Senior
Debentures are issued in certificated form, principal of and
premium, if any, and interest on the Senior Debentures
issued in certificated form will be payable, the transfer of
such Senior Debentures will be registrable and such Senior
Debentures will be exchangeable for Senior Debentures
bearing identical terms and provisions at the office or
agency of the Trustee; provided, however, that payment of
interest may be made at the option of the Company by check
mailed to the Holder at such address as shall appear in the
Security Register.

SECTION 2.4. Interest.

(a) Each Senior Debenture will bear interest at the rate of
6.95% per annum (the "Coupon Rate") from its original date
of issuance or from the most recent Interest Payment Date
(as defined below) to which interest has been paid or duly
provided for until the principal thereof becomes due and
payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at
the Coupon Rate, compounded semi-annually, payable (subject
to the provisions of Article Four) semi-annually in arrears
on May 15 and November 15 of each year (each, an "Interest
Payment Date"), commencing on May 15, 1999, to the Person in
whose name such Senior Debenture or any Predecessor Security
is registered, at the close of business on the Regular
Record Date for such interest installment, which shall be
the close of business on the April 30 or October 31 next
preceding that Interest Payment Date; provided, however,
that interest payable at Maturity shall be paid to the
Person to whom principal is paid. Any interest on any
Senior Debenture which is payable but is not punctually paid
or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder,
and such defaulted interest and interest on such defaulted
interest (to the extent lawful) at the Coupon Rate may be
paid by the Company, at its election, (i) to the Persons in
whose names the Senior Debentures (or their respective
Predecessor Securities) are registered at the close of
business on a Special Record Date to be fixed by the Company
for such payment, notice of which shall be not more than 15
days and not less than 10 days prior to the date of the
proposed payment, or (ii) in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Senior Debentures may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in Section 307 of the Indenture.

(b) The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day
months. Except as provided in the following sentence, the
amount of interest payable for any period shorter than a
full semi-annual period for which interest in computed will
be computed on the basis of the actual number of days
elapsed in such a 30-day month. In the event that any date
on which interest is payable on the Senior Debentures is not
a Business Day, then payment of interest 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).

ARTICLE III
REDEMPTION OF THE SENIOR DEBENTURES; DEFEASANCE

SECTION 3.1. Optional Redemption by Company.

(a) Subject to the provisions of Article Eleven of the
Indenture, the Company shall have the right to redeem the
Senior Debentures, in whole at any time or in part from time
to time, at a redemption price equal to the greater of (i)
100% of their principal amount to be redeemed and (ii) the
sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the
date of redemption on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury
Rate plus 20 basis points, plus, in either case, any accrued
and unpaid interest thereon to the date of such redemption
(the "Optional Redemption Price"). The applicable provisions
of Article Eleven of the Indenture shall govern all matters
relating to the redemption and payment of the Senior
Debentures.

SECTION 3.2. No Sinking Fund.

The Senior Debentures are not entitled to the benefit of any
sinking fund.

SECTION 3.3. Defeasance.

The provisions of Article Fourteen of the Indenture shall be
applicable to the Senior Debentures.

ARTICLE IV
EVENTS OF DEFAULT

SECTION 4.1. Additional Events of Default.

In addition to the Events of Default set forth in Section
5.01 of the Indenture, it shall be an Event of Default with respect to
the Senior Debentures if any one or more of the following events shall

occur and be continuing (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or
governmental body):

(a) with respect to any one or more issues of indebtedness of
the Company having an outstanding principal amount of
$5,000,000 or more in the aggregate, (i) an event of default
occurs that results in the acceleration of such indebtedness
unless, within 30 days of such acceleration, (A) such
indebtedness is discharged in full or (B) such acceleration
is rescinded or annulled or (ii) the Company fails to make
payment of any such indebtedness at final maturity (subject
to any applicable grace periods); or

(b) one or more final judgments or orders for the payment of
money in excess of $5,000,000 in the aggregate is rendered
against the Company and remains unpaid and unstayed for a
period of 60 or more consecutive days.

ARTICLE V
FORM OF DEBENTURE

SECTION 5.1. Form of Debenture.

The Senior Debentures and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the
following forms:

(FORM OF FACE OF DEBENTURE)

[IF THE SENIOR DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT:

This Senior Debenture is a global Security within the
meaning of the Indenture hereinafter referred to and is registered in
the name of a Depository or a nominee of a Depository. This Senior
Debenture is exchangeable for Senior Debentures registered in the name
of a person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer of
this Senior Debenture (other than a transfer of this Senior Debenture
as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Senior Debenture is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New
York, New York) to the issuer or its agent for registration of
transfer, exchange or payment, and any Senior Debenture 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.]

No._______________
$_________________
CUSIP No. 668074AB3

6.95% SENIOR DEBENTURE
DUE 2028

NorthWestern Corporation, a Delaware corporation (the
"Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to _________________, or registered assigns, the
principal sum of _______ Dollars on November 15, 2028_______________,
and to pay interest on said principal sum from November 12, 1998, or
from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly
provided for, semi-annually on May 15 and November 15 of each year
commencing May 15, 1999, at the rate of 6.95% per annum until the
principal hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per annum
compounded semi-annually. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year
of twelve 30-day months. In the event that any date on which interest
is payable on this Senior Debenture is not a Business Day, then
payment of interest 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), in each case with the
same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid
to the person in whose name this Senior Debenture (or one or more
Predecessor Securities, as defined in said Indenture) is registered at
the close of business on the Regular Record Date for such interest
installment, which shall be the close of business on April 30 or
October 31 next preceding such Interest Payment Date. Any such
interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
Regular Record Date and may be paid to the Person in whose name this
Senior Debenture (or one or more Predecessor Securities) is registered
at the close of business on a special record date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof
shall be given to the registered Holders of this series of Securities
not less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this series of
Securities may be listed, and upon such notice as may be required by

such exchange, all as more fully provided in the Indenture. The
principal of (and premium, if any) and the interest on this Senior
Debenture shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed
to the registered Holder at such address as shall appear in the
Security Register.

Unless the Certificate of Authentication hereon has been
executed by the Trustee referred to on the reverse side hereof, this
Senior Debenture shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. The provisions
of this Senior Debenture are continued on the reverse side hereof and
such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument
to be executed.

Dated:_______________

NORTHWESTERN CORPORATION

By: ___________________________________

Attest:

By: ______________________
Secretary

(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

The Chase Manhattan Bank
as Trustee

By: _____________________________
Authorized Officer

By: _____________________________
Authorized Signatory

(FORM OF REVERSE OF DEBENTURE)

This Senior Debenture is one of a duly authorized series of
Securities of the Company (herein sometimes referred to as the "Senior
Debentures"), all issued under and pursuant to an Indenture dated as
of November 1, 1998, duly executed and delivered between the Company
and The Chase Manhattan Bank, as Trustee (the "Trustee"), as
supplemented by the First Supplemental Indenture dated as of November
1, 1998, between the Company and the Trustee (such Indenture, as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Senior
Debentures. By the terms of the Indenture, the Securities are
issuable in series that may vary as to amount, date of maturity, rate
of interest and in other respects as provided in the Indenture. This
series of Securities is limited in aggregate principal amount as
specified in said First Supplemental Indenture.

The Company shall have the right to redeem this Senior
Debenture at the option of the Company, in whole at any time or in
part from time to time (an "Optional Redemption"), at a redemption
price equal to the greater of (i) 100% of the principal amount and
(ii) the sum of the present values of the remaining scheduled payments
of principal and interest hereon discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined in the Indenture) plus
20 basis points, plus, in either case, any accrued but unpaid interest
hereon to the date of such redemption (the "Optional Redemption
Price"). Any redemption pursuant to this paragraph will be made upon
not less than 30 nor more than 60 days' notice, at the Optional
Redemption Price. If the Senior Debentures are only partially
redeemed by the Company pursuant to an Optional Redemption, the
particular Senior Debentures to be redeemed will be selected by such
method as the Trustee shall deem fair and appropriate.

In the event of redemption of this Senior Debenture in part
only, a new Senior Debenture or Senior Debentures for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.

In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the
Senior Debentures may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Senior Debentures
affected at the time Outstanding, as defined in the Indenture, to
execute supplemental indentures for the purpose of adding any

provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Senior
Debentures; provided, however, that no such supplemental indenture
shall (i) change the Stated Maturity of the principal of, or any
installment of interest on, any Senior Debentures, or reduce the
principal amount thereof, or reduce the rate of payment of interest
thereon, or reduce any premium payable upon the redemption thereof,
without the consent of the Holder of each Senior Debenture, or (ii)
reduce the aforesaid percentage in principal amount of Senior
Debentures, the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holders of each
Senior Debenture then outstanding. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal
amount of the Senior Debentures at the time outstanding affected
thereby, on behalf of all of the Holders of the Senior Debentures, to
waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture
with respect to the Senior Debentures, and its consequences, except a
default in the payment of the principal of or premium, if any, or
interest on any of the Senior Debentures or in respect of a covenant
or provision that cannot be modified or amended without the consent of
the Holders of each Senior Debenture then outstanding. Any such
consent or waiver by the registered Holder of this Senior Debenture
(unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of
this Senior Debenture and of any Senior Debenture issued in exchange
herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Senior Debenture.

No reference herein to the Indenture and no provision of
this Senior Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay
the principal of and premium, if any, and interest on this Senior
Debenture at the time and place and at the rate and in the money
herein prescribed.

As provided in the Indenture and subject to certain
limitations therein set forth, this Senior Debenture is transferable
by the registered Holder hereof on the Security Register of the
Company, upon surrender of this Senior Debenture for registration of
transfer at the office or agency of the Company in the City and State
of New York accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Senior Debentures
of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of
this Senior Debenture, the Company, the Trustee, any paying agent and
any Security Registrar may deem and treat the registered holder hereof
as the absolute owner hereof (whether or not this Senior Debenture
shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for
the purpose of receiving payment of or on account of the principal
hereof and premium, if any, and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the
contrary.

No recourse shall be had for the payment of the principal of
or the interest on this Senior Debenture, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance
hereof, expressly waived and released.

The Senior Debentures are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain
limitations herein and therein set forth, Senior Debentures so issued
are exchangeable for a like aggregate principal amount of Senior
Debentures of a different authorized denomination, as requested by the
Holder surrendering the same.

All terms used in this Senior Debenture that are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.

ARTICLE VI
ORIGINAL ISSUE OF SENIOR DEBENTURES

SECTION 6.1. Original Issue of Senior Debentures.

Senior Debentures in the aggregate principal amount of
$105,000,000 may, upon execution of this First Supplemental Indenture,
be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and
deliver said Senior Debentures to or upon receipt of a Company Order,
without any further action by the Company.

ARTICLE VII
MISCELLANEOUS

SECTION 7.1. Ratification of Indenture.

The Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.

SECTION 7.2. Trustee Not Responsible for Recitals.

The recitals herein contained are made by the Company and
not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the
validity or sufficiency of this First Supplemental Indenture.

SECTION 7.3. Governing Law.

This First Supplemental Indenture and each Senior Debenture
shall be deemed to be a contract made under the internal laws of the
State of New York, and for all purposes shall be construed in
accordance with the laws of said State.

SECTION 7.4. Separability.

In case any one or more of the provisions contained in this
First Supplemental Indenture or in the Senior Debentures shall for any
reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any
other provisions of this First Supplemental Indenture or of the Senior
Debentures, but this First Supplemental Indenture and the Senior
Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

SECTION 7.5. Counterparts.

This First Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.

IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, on the date or
dates indicated in the acknowledgments and as of the day and year
first above written.

NORTHWESTERN CORPORATION

By: /s/ Daniel K. Newell
---------------------------------
Daniel K. Newell
Vice President Finance and
Chief Financial Officer

Attest:

/s/ David A. Monaghan
--------------------------
David A. Monaghan
Corporate Secretary

THE CHASE MANHATTAN BANK

By: /s/ Ronald J. Halleran
----------------------------------
Name: Ronald J. Halleran
Title: Assistant Vice President

Attest:

____________________________
Assistant Secretary

STATE OF SOUTH DAKOTA )
) SS
COUNTY OF MINNEHAHA )

On the day of November __, 1998, before me personally Daniel
K. Newell came to be known, who, being by me duly sworn, did depose
and say that he is the Vice President Finance and Chief Financial
Officer of NorthWestern Corporation, one of the corporations described
in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to the said
instrument is such corporation seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my seal of office this ____ day of November, 1998.

___________________________________
(Notarial Seal)
NOTARY PUBLIC, MINNEHAHA COUNTY, S.D.
My Commission Expires _____________

STATE OF NEW YORK )
) SS
COUNTY OF KINGS )

On the day of November __, 1998, before me personally
_______________ came to be known, who, being by me duly sworn, did
depose and say that he is the _____________ of The Chase Manhattan
Bank, one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such
corporation seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by
like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my seal of office this ____ day of November, 1998.

____________________________
(Notarial Seal) NOTARY PUBLIC
COMMISSION EXPIRES

EXHIBIT 4(b)12
--------------

CERTIFICATE OF TRUST
OF
NORTHWESTERN CAPITAL FINANCING IV

This Certificate of Trust of Northwestern Capital Financing IV
(the "Trust"), dated July 12, 1999, is being duly executed and filed
by the undersigned, as the only 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
Northwestern Capital Financing IV.

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 19890-0001
Attention: Corporate Trust Administration

3. EFFECTIVE DATE. This Certificate of Trust shall be
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the only trustees of
the Trust, have executed this Certificate of Trust as of the date
first above written.

WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Trustee

By: /s/ Donald G. MacKelcan
---------------------------------------
Name: Donald G. MacKelcan
Title: Vice President

/s/ Merle D. Lewis
--------------------------------------------
MERLE D. LEWIS, not in his individual
capacity but solely as Trustee

/s/ Richard R. Hylland
--------------------------------------------
RICHARD R. HYLLAND, not in his individual
capacity but solely as Trustee

EXHIBIT 4(b)15
--------------

DECLARATION OF TRUST
OF
NORTHWESTERN CAPITAL FINANCING IV

DECLARATION OF TRUST, dated as of July 12, 1999 (this
"Declaration of Trust"), among Northwestern Corporation, a Delaware
corporation, as Sponsor (the "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 (collectively, the "Trustees"). The Sponsor and the
Trustees hereby agree as follows:

1. The trust created hereby shall be known as "Northwestern
Capital Financing IV" (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 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 the
several Underwriters named therein, 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.

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 damage 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, 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).

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 Corporation,
as Sponsor

By: /s/ Merle D. Lewis
---------------------------------------
Name: Merle D. Lewis
Title: Chairman and Chief Executive Officer

Wilmington Trust Company,
not in its individual capacity
but solely as Trustee

By: /s/ Donald G. MacKelcan
---------------------------------------
Name: Donald G. MacKelcan
Title: Vice President

/s/ Merle D. Lewis
--------------------------------------------
Merle D. Lewis,
not in his individual capacity
but solely as Trustee

/s/ Richard R. Hylland
--------------------------------------------
Richard R. Hylland,
not in his individual capacity
but solely as Trustee

EXHIBIT 4(b)(16)
----------------

FORM OF

AMENDED AND RESTATED

DECLARATION OF TRUST

NORTHWESTERN CAPITAL FINANCING ___

CROSS-REFERENCE TABLE FOR THE
AMENDED AND RESTATED DECLARATION OF TRUST

SECTION OF TRUST INDENTURE SECTION OF AMENDED AND RESTATED
ACT OF 1939, AS AMENDED DECLARATION OF TRUST

Section 310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . 5.3
(a)(2) . . . . . . . . . . . . . . . . . . . . . . 5.3
(a)(3) . . . . . . . . . . . . . . . . . . . . . . 5.6
(a)(4) . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . 5.3(c)
(c) . . . . . . . . . . . . . . . . . . Not Applicable
Section 311 (a) . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
(b) . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
(c) . . . . . . . . . . . . . . . . . . Not Applicable
Section 312 (a) . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
(b) . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
(c) . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . 2.3
(b) . . . . . . . . . . . . . . . . . . . . . . . 2.3
(c) . . . . . . . . . . . . . . . . . . . . . . . 2.3
(d) . . . . . . . . . . . . . . . . . . . . . . . 2.3
Section 314 (a) . . . . . . . . . . . . . . . . . . . 2.4, 3.6(j)
(b) . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . 2.4, 2.5
(c)(2) . . . . . . . . . . . . . . . . . . . . 2.4, 2.5
(c)(3) . . . . . . . . . . . . . . . . . . . . 2.4, 2.5
(d) . . . . . . . . . . . . . . . . . . . . . . . 2.4
(e) . . . . . . . . . . . . . . . . . . . . . . . 2.4
Section 315 (a) . . . . . . . . . . . . . . . . . . . . 3.9, 3.10
(b) . . . . . . . . . . . . . . . . . . . . . . 2.7(a)
(c) . . . . . . . . . . . . . . . . . . . . . . 3.9(a)
(d) . . . . . . . . . . . . . . . . . . . . . . 3.9(b)
(e) . . . . . . . . . . . . . . . . . . Not Applicable
Section 316 (a) . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(A) . . . . . . . . . . . . . . . Not Applicable
(a)(1)(B) . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . . Not Applicable
Section 317 (a)(1) . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . 3.8(h)
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . 2.1(c)

_____________

Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of the Amended and Restated Declaration
of Trust.

TABLE OF CONTENTS
-----------------

PAGE
----
ARTICLE I
INTERPRETATION AND DEFINITIONS . . . . . . . . . . . . . . . 1
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . 1

ARTICLE II
TRUST INDENTURE ACT . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.1 Trust Indenture Act; Application . . . . . . 7
SECTION 2.2 Lists of Holders of Securities . . . . . . . 8
SECTION 2.3 Reports by the Property Trustee . . . . . . . 8
SECTION 2.4 Periodic Reports to Property Trustee . . . . 8
SECTION 2.5 Evidence of Compliance with Conditions
Precedent . . . . . . . . . . . . . . . . . . 9
SECTION 2.6 Events of Default; Waiver . . . . . . . . . . 9
SECTION 2.7 Event of Default; Notice . . . . . . . . . . 10

ARTICLE III
ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.1 Name . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.2 Office . . . . . . . . . . . . . . . . . . . 11
SECTION 3.3 Purpose . . . . . . . . . . . . . . . . . . . 12
SECTION 3.4 Authority . . . . . . . . . . . . . . . . . . 12
SECTION 3.5 Title to Property of the Trust . . . . . . . 12
SECTION 3.6 Powers and Duties of the Regular Trustees . . 12
SECTION 3.7 Prohibition of Actions by the Trust and the
Trustees . . . . . . . . . . . . . . . . . . 15
SECTION 3.8 Powers and Duties of the Property Trustee . . 16
SECTION 3.9 Certain Duties and Responsibilities of the
Property Trustee . . . . . . . . . . . . . . 18
SECTION 3.10 Certain Rights of Property Trustee . . . . . 20
SECTION 3.11 Delaware Trustee . . . . . . . . . . . . . . 22
SECTION 3.12 Execution of Documents . . . . . . . . . . . 22
SECTION 3.13 Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . 23
SECTION 3.14 Duration of Trust . . . . . . . . . . . . . . 23
SECTION 3.15 Mergers . . . . . . . . . . . . . . . . . . . 23

ARTICLE IV
SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.1 Sponsor's Purchase of Common Securities . . . 25
SECTION 4.2 Responsibilities of the Sponsor . . . . . . . 25
SECTION 4.3 Expenses . . . . . . . . . . . . . . . . . . 26

ARTICLE V
TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.1 Number of Trustees . . . . . . . . . . . . . 26
SECTION 5.2 Delaware Trustee . . . . . . . . . . . . . . 27

iii

SECTION 5.3 Property Trustee; Eligibility . . . . . . . . 27
SECTION 5.4 Qualifications of Regular Trustees and
Delaware Trustee Generally . . . . . . . . . 28
SECTION 5.5 Initial Trustees . . . . . . . . . . . . . . 28
SECTION 5.6 Appointment, Removal and Resignation of
Trustees . . . . . . . . . . . . . . . . . . 28
SECTION 5.7 Vacancies among Trustees . . . . . . . . . . 30
SECTION 5.8 Effect of Vacancies . . . . . . . . . . . . . 30
SECTION 5.9 Meetings . . . . . . . . . . . . . . . . . . 31
SECTION 5.10 Delegation of Power . . . . . . . . . . . . . 31

ARTICLE VI
DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.1 Distributions . . . . . . . . . . . . . . . . 31

ARTICLE VII
ISSUANCE OF SECURITIES . . . . . . . . . . . . . . . . . . . 32
SECTION 7.1 General Provisions Regarding Securities . . . 32
SECTION 7.2 Rights of Holders . . . . . . . . . . . . . . 33
SECTION 7.3 Subordination of Common Securities . . . . . 33

ARTICLE VIII
TERMINATION OF TRUST . . . . . . . . . . . . . . . . . . . . 34
SECTION 8.1 Termination of Trust . . . . . . . . . . . . 34

ARTICLE IX
TRANSFER OF INTERESTS . . . . . . . . . . . . . . . . . . . 35
SECTION 9.1 Transfer of Securities . . . . . . . . . . . 35
SECTION 9.2 Transfer of Certificates . . . . . . . . . . 35
SECTION 9.3 Deemed Security Holders . . . . . . . . . . . 36
SECTION 9.4 Book Entry Interests . . . . . . . . . . . . 36
SECTION 9.5 Notices to Clearing Agency . . . . . . . . . 37
SECTION 9.6 Appointment of Successor Clearing Agency . . 37
SECTION 9.7 Definitive Preferred Security Certificates . 37
SECTION 9.8 Mutilated, Destroyed, Lost or Stolen
Certificates . . . . . . . . . . . . . . . . 38

ARTICLE X
LIMITATION OF LIABILITY OF HOLDERS OF
SECURITIES, TRUSTEES AND OTHERS . . . . . . . 39
SECTION 10.1 Liability . . . . . . . . . . . . . . . . . . 39
SECTION 10.2 Exculpation . . . . . . . . . . . . . . . . . 39
SECTION 10.3 Fiduciary Duty . . . . . . . . . . . . . . . 40
SECTION 10.4 Indemnification . . . . . . . . . . . . . . . 41
SECTION 10.5 Outside Businesses . . . . . . . . . . . . . 42

ARTICLE XI
ACCOUNTING . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 11.1 Fiscal Year . . . . . . . . . . . . . . . . . 42
SECTION 11.2 Certain Accounting Matters . . . . . . . . . 42
SECTION 11.3 Banking . . . . . . . . . . . . . . . . . . . 43
SECTION 11.4 Withholding . . . . . . . . . . . . . . . . . 44

ARTICLE XII
AMENDMENTS AND MEETINGS . . . . . . . . . . . . . . . . . . 44
SECTION 12.1 Amendments . . . . . . . . . . . . . . . . . 44
SECTION 12.2 Meetings of the Holders of Securities; Action
by Written Consent . . . . . . . . . . . . . 46

ARTICLE XIII
REPRESENTATIONS OF PROPERTY TRUSTEE . . . . . . . . . . . . 48
SECTION 13.1 Representations and Warranties of Property
Trustee . . . . . . . . . . . . . . . . . . . 48

ARTICLE XIV
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 14.1 Notices . . . . . . . . . . . . . . . . . . . 49
SECTION 14.2 Governing Law . . . . . . . . . . . . . . . . 50
SECTION 14.3 Intention of the Parties . . . . . . . . . . 50
SECTION 14.4 Headings . . . . . . . . . . . . . . . . . . 50
SECTION 14.5 Successors and Assigns . . . . . . . . . . . 50
SECTION 14.6 Partial Enforceability . . . . . . . . . . . 50
SECTION 14.7 Counterparts . . . . . . . . . . . . . . . . 50

EXHIBIT A - Form of Terms of Trust Preferred Capital Securities
and Trust Common Capital Securities . . . . . . . . A-1

EXHIBIT B - Specimen of Debenture . . . . . . . . . . . . . . . . B-1

EXHIBIT C - Underwriting Agreement . . . . . . . . . . . . . . . C-1

LIST OF DEFINED TERMS
---------------------

PAGE
----

10% in liquidation amount of the Securities . . . . . . . . . . . . 7
66-2/3% in liquidation amount of the Securities . . . . . . . . . . 6
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authorized Officer . . . . . . . . . . . . . . . . . . . . . . . . 2
Book Entry Interest . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Trust Act . . . . . . . . . . . . . . . . . . . . . . . . 2
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Clearing Agency Participant . . . . . . . . . . . . . . . . . . . . 2
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Securities Guarantee . . . . . . . . . . . . . . . . . . . . 3
Common Security . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Covered Person . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Debenture Issuer . . . . . . . . . . . . . . . . . . . . . . . . . 3
Debenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 3
Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Definitive Preferred Security Certificates . . . . . . . . . . . . 3
Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 3
Direction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . 4
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Global Certificate4 . . . . . . . . . . . . . . . . . . . . . . . . 4
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Indemnified Person . . . . . . . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Company . . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Company Act . . . . . . . . . . . . . . . . . . . . . . 4
Legal Action . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
List of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Majority in liquidation amount of the Securities . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . 4
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Preferred Securities Guarantee . . . . . . . . . . . . . . . . . . 5
Preferred Security . . . . . . . . . . . . . . . . . . . . . . . . 5
Preferred Security Beneficial Owner . . . . . . . . . . . . . . . . 5
Preferred Security Certificate . . . . . . . . . . . . . . . . . . 5
Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 5
Property Trustee Account . . . . . . . . . . . . . . . . . . . . . 5
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Regular Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Related Party . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . 6
Rule 3a-7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Successor Entity . . . . . . . . . . . . . . . . . . . . . . . . . 6
Successor Securities . . . . . . . . . . . . . . . . . . . . . . . 6
Super Majority . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Treasury Regulations . . . . . . . . . . . . . . . . . . . . . . . 7
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . 6
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . 6

vii

AMENDED AND RESTATED
DECLARATION OF TRUST
OF
NORTHWESTERN CAPITAL FINANCING ___

AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated
and effective as of ______________, _____, 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 Corporation, a Delaware
corporation, as trust sponsor (the "Sponsor"), and 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 30, 1998]
(the "Original Declaration"), and a Certificate of Trust filed with
the Secretary of State of the State of Delaware on [July 1, 1998] 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); and

WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original
Declaration.

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.

In this Declaration, unless the context otherwise requires:

(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;

(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 the Securities Act or any successor rule thereunder.

"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 whose
nominee's name 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.

"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 _______________, ____ 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 Corporation in its capacity as
issuer of the Debentures.

"Debenture Trustee" means The Chase Manhattan Bank, 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 Deferrable Interest 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.

"Definitive Preferred Security Certificates" has the meaning set forth
in Section 9.4.

"Delaware Trustee" has the meaning set forth in Section 5.2.

"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.

"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 August 1, 1995, between
the Debenture Issuer and The Chase Manhattan Bank (as successor to The
Chase Manhattan Bank, N.A.), as trustee, as supplemented by the First
Supplemental Indenture dated as of August 1, 1995 and the Second
Supplemental Indenture dated as of November 15, 1998, 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.

"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 the Holder(s) of Securities voting together as a single
class or, as the context may require, a vote by the Holder(s) of the
Preferred Securities or the Holder(s) of the Common Securities, each
voting separately as a class, representing a majority of the
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are
determined) of all Securities of such class.

"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 Officers'
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
Officers' 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.

"Over-allotment Option" shall mean any over-allotment option contained
in an underwriting agreement pursuant to the Preferred Securities are
sold.

"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 _______________, ____ 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.

"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).

"Prospectus" has the meaning set forth in the terms of the Securities
set forth in Exhibit A.

"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 the Holder(s) of the Securities voting
together as a single class or, as the context may require, a vote by
the Holder(s) of the Preferred Securities or the Holder(s) of the
Common Securities, each 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 accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all Securities of such class.

"Sponsor" means NorthWestern Corporation, 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" means, with respect to a consent under the Indenture,
the consent of the Holders of greater than a majority in principal
amount of Debentures affected by such consent.

"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 the Holder(s) of the Securities voting
together as a single class or, as the context may require, the vote by
the Holder(s) of the Preferred Securities or the Holder(s) of the
Common Securities, each 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 accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all Securities of such class.

"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 the 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.

(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 Holders of the Securities (a "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 the 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 of the
Trust Indenture Act (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.

(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 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.

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 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, 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 may only be waived by the vote of all of
the Holders of the Common Securities or the Holders of
at least the proportion in liquidation amount of the
Common Securities as represents the relevant Super
Majority of the aggregate principal amount of the
Debentures outstanding.

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
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 501(a)(1) and 501(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 "NorthWestern Capital Financing ___", as such name
may be modified from time to time by the Regular Trustees following
written notice to the Holders of the 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
Corporation, 125 S. Dakota Avenue, Suite 1100, Sioux Falls, South
Dakota 57104. On ten Business Days written notice to the Holders of
the Securities, the Regular Trustees may designate another principal
office. The name and business address of the Delaware Trustee in the
State of Delaware is Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890, or such other
address in the State of Delaware as the Delaware Trustee may designate

by written notice to the Holders of the Securities, the Sponsor, the
Property Trustee and the Regular Trustees.

SECTION 3.3 Purpose.

The exclusive purposes and functions of the Trust are (a) to issue and
sell the Securities and use the proceeds from such sales 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 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 the Securities shall be limited to a one-time,
simultaneous issuance of both the Preferred Securities and
the Common Securities, subject to the issuance of additional
Securities pursuant to the exercise of any Over-allotment
Option;

(b) in connection with the issue and sale of the Preferred
Securities, to execute and deliver any documents required by
any Clearing Agency in connection with the issuance of a
Global Certificate;

(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 or an Investment Company Event (each as defined in the
Indenture); provided that the Regular Trustees shall consult
with the Debenture Issuer, the Sponsor and the Property
Trustee before taking or refraining from taking any action
in relation to a Tax Event or an Investment Company 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;

(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 shorten the stated maturity of the
Debentures pursuant to the Indenture;

(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 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.

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:

(a) invest any proceeds received by the Trust from holding the
Debentures but shall distribute all such proceeds to the
Holders of the Securities pursuant to the terms of this
Declaration and of the Securities;

(b) acquire any assets other than as expressly provided herein;

(d) make any loans or incur any indebtedness;

(e) unless otherwise provided in this Declaration, 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;

(f) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other
than the Securities; or

(g) (i) direct the time, method and place of exercising any
trust or power conferred upon the Debenture Trustee with
respect to the Debentures, (ii) waive any past default that
is waivable under Section 513 of the Indenture, (iii)
exercise any right to rescind or annul any declaration that
the principal of all the Debentures shall be due and payable
or (iv) 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 the Trust to fail to be
classified as a grantor trust for United States federal
income tax purposes.

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 the 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 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.

(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 the 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 the Holders of the Securities, enforce its
rights as holder of the Debentures subject to the rights of
the Holders pursuant to the terms of the 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 may remove any Paying Agent at
any time and appoint a successor Paying Agent or additional
Paying Agents at any time. Any Paying Agent shall comply
with Section 317(b) of the Trust Indenture Act.

(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 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 grounds 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;

(vii) the Property Trustee shall not be liable for any
interest on any money received by it and shall not
be required to segregate money held by the
Property Trustee from other funds held by it
except in relation to the Property Trustee Account

maintained pursuant to Section 3.8(c)(i) or as
otherwise required by law; and

(viii) the Property Trustee shall not be responsible for
monitoring the compliance by the Regular Trustees
or the Sponsor 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
re-registration thereof);

(v) the Property Trustee may consult with counsel (which
counsel may be counsel to the Sponsor or any of its
Affiliates and may include any of its employees), and
the written advice or opinion of such counsel with

respect to legal matters 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,
and 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, 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, any Regular
Trustee is 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.

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 dissolved pursuant to the provisions of Article
Eight hereof, shall dissolve 55 years from the date of the Prospectus.

SECTION 3.15 Mergers.

(a) The Trust may not consolidate, amalgamate or 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) of this Declaration or Section 3 of Exhibit A.

(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 or 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 Securities; or

(B) substitutes for the Preferred Securities other
securities having substantially the same terms as
the Preferred 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 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.

(c) Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of the Holders of 100% in liquidation
amount of the Securities, consolidate, amalgamate or merge
with or into, or be replaced by, any other entity or permit
any other entity to consolidate, amalgamate or merge with or
into, or replace, it if such consolidation, amalgamation,

merger or replacement would cause the Trust or Successor
Entity to be classified as other than a grantor trust for
United States federal income tax purposes 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 at least equal to 3% of the
capital of the Trust, at the same time as the Preferred Securities are
sold. If any additional Securities are issued pursuant to the
exercise of any Over-allotment Option, then the Sponsor shall
purchase, on the date of such issuance, an additional number of Common
Securities such that the aggregate liquidation amount of the Common
Securities to be held by the Sponsor, upon such issuance and purchase,
will equal at least three percent of the total capital of 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, execute and file 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 prepare, execute and file such documents
as the Sponsor deems necessary or advisable in order to
comply with the applicable laws of any such States;

(c) to prepare, execute and file 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, execute and file 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

(e) to negotiate the terms of and execute the Underwriting
Agreement providing for the sale of the Preferred
Securities.

SECTION 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 any) 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 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;

(b) after the issuance of any Securities 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, provided that at all times the number of
Trustees shall be at least three (3) (the majority of which
shall be Regular Trustees); and

(c) if there are only three Trustees, the Trustee that acts as
Property Trustee shall also act as Delaware Trustee pursuant
to Section 5.2.

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 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
Holders 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:

____________________
125 S. Dakota Avenue
Suite 1100
Sioux Falls, South Dakota 57104

The initial Delaware Trustee shall be:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001

The initial Delaware Trustee 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 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; provided that if an
Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may only be
appointed or removed at such time by a 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) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.6(a) until:

(i) 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) unless such successor Property Trustee shall also serve
as Delaware Trustee, a successor Trustee possessing the
qualifications to act as Delaware Trustee under
Sections 5.2 and 5.4 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. 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.

(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 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 to be given such notice, 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 dissolve, terminate or 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 and
without prior notice by the unanimous written consent of the Regular
Trustees.

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 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 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 and Additional Sums (each 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 Trust shall 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 shall issue 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
any Regular Trustee. Such signatures may be by manual or
facsimile signatures. Typographical and other minor errors
or defects in the reproduction of any such signature shall
not affect the validity of any Certificate. In case any
Regular Trustee who shall have signed any Certificates shall
cease to be a Regular Trustee before such Certificates 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 a 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, even
if such Person was not a Regular Trustee as of the date of
this Declaration. 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 any 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 (except, with
respect to the Common Securities, as provided in
Section 10.1(b)).

(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.

SECTION 7.2 Rights of Holders.

(a) If the Property Trustee fails to enforce its rights under
this Declaration or the Debentures, any Holder of Preferred
Securities may, to the fullest extent permitted by law,
institute a legal proceeding against the Debenture Issuer to
enforce the Property Trustee's rights under the Declaration
or the Debentures without first instituting any legal
proceeding against the Property Trustee or any other Person.

(b) For as long as any Preferred Securities remain Outstanding,
to the fullest extent permitted by law and subject to the
terms of this Declaration and the Indenture, upon an Event
of Default, any Holder of Preferred Securities shall have
the right to institute a proceeding directly against the
Debenture Issuer, pursuant to Article X of the Second
Supplemental Indenture, for enforcement of payment to such
Holder of any amount payable in respect of Debentures having
an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such
Holder.

SECTION 7.3 Subordination of Common Securities.

Payment of Distributions on, and the Redemption Price of, the
Preferred Securities and Common Securities, as applicable, will be
made pro rata based on the liquidation amount of such Preferred
Securities and Common Securities. However, if on any date on which a
Distribution is to be made, or any Redemption Date, an Event of
Default has occurred and is continuing, no payment of any Distribution
on, or Redemption Price of, any of the Common Securities, and no other
payment on account of the redemption, liquidation or other acquisition
of such Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions on all the

outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all the
outstanding Preferred Securities then called for redemption, shall
have been made or provided for, and all funds available to the
Property Trustee shall first be applied to the payment in full in cash
of all Distributions on, or the Redemption Price of, the Preferred
Securities then due and payable.

ARTICLE VIII
TERMINATION OF TRUST

SECTION 8.1 Termination of Trust.

(a) The Trust shall dissolve upon the first to occur of:

(i) the bankruptcy of the Holder of the Common Securities,
the Sponsor or the Debenture Issuer;

(ii) 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
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) the entry of a decree of judicial dissolution of
the Holder of the Common Securities, the Sponsor,
the Debenture Issuer or the Trust;

(iv) the redemption of all of the Securities in connection
with the redemption of all of the Debentures;

(v) the written direction to the Property Trustee from all
of the Holders of the Common Securities at any time to
dissolve the Trust and to distribute the Debentures to
the Holders of the Securities in exchange for the
Securities (which direction is optional and wholly
within the discretion of the Holders of the Common
Securities);

(vi) before the issuance of any Securities, the written
consent of all of the Regular Trustees and the Sponsor;
or

(vii) the expiration of the term of the Trust as
provided in Section 3.14.

(b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) and after the completion of

the winding up of the Trust, the Trustees shall file a
certificate of cancellation with the Secretary of State of
the State of Delaware.

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 Securities. To the
fullest extent permitted by applicable law, 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 Nine, Preferred Securities shall be
freely transferable.

(c) Subject to this Article Nine, the Sponsor and any Related
Party may only transfer Common Securities to (i) 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:

(A) 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

(B) the Trust or the transferee would be an Investment
Company or would be controlled by an Investment
Company;

or (ii) any successor to the Sponsor pursuant to Section 802
of the Indenture.

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 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 to 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 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.

(a) If:

(i) a Clearing Agency notifies the Sponsor that it is
unwilling or unable to continue its services as
securities depositary with respect to the Preferred
Securities and a successor Clearing Agency is not
appointed pursuant to Section 9.6 within 90 days after
such discontinuance;

(ii) a Clearing Agency ceases to be registered under the
Exchange Act at a time the Clearing Agency is required
to be so registered to act as such depository and a
successor Clearing Agency is not appointed pursuant to
Section 9.6 within 90 days after notice of such
cessation;

(iii) the Regular Trustees elect, with the consent of
the Sponsor, to terminate the book entry system
through the Clearing Agency with respect to the
Preferred Securities; or

(iv) an Event of Default shall have occurred and be
continuing;

then:

(v) Definitive Preferred Security Certificates shall be
prepared by the Regular Trustees on behalf of the Trust
with respect to such Preferred Securities; and

(vi) upon surrender of the Global Certificates by the
Clearing Agency, accompanied by registration
instructions, the Regular Trustees shall cause
Definitive Preferred Security 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.

(b) 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.

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 Regular Trustee 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; or

(ii) required to pay to the Trust or to any Holder of
Securities any deficit upon dissolution of the Trust or
otherwise.

(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.

(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.

(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:

(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.

(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, dissolution 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, 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.

(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). This Section shall survive the termination of this
Declaration or the earlier removal or resignation of any of
the Trustees.

SECTION 10.5 Outside Businesses.

Any Covered Person, the Sponsor, the Debenture Issuer, the Delaware
Trustee and, subject to Section 5.3(c), 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 of the Trust shall be the calendar year, or such other
year as is required by the Code.

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 Holder 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 Holder of Securities any United States
federal income tax information statement required by the
Code, containing such information with regard to the
Securities held by such 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.

(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.

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 over
withholding, 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, by 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 classified as other than a
grantor trust for purposes of United States
federal income taxation as confirmed by an opinion
of counsel;

(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

(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 (A)
materially adversely affect the rights, privileges or
preferences of any Holder of Securities or (B) provide
for the dissolution or winding-up of the Trust other
than pursuant to this Declaration 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 Four 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 Five 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
rights of the Holders of the Preferred Securities with
respect to the Property Trustee, in which case such
amendment may only be made in accordance with the terms
of the Preferred Securities).

(b) Subject to 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 of the Securities.

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 the Holders of such class of Securities are
entitled to act under the terms of this Declaration, the
terms of the Securities or the rules of any stock exchange
on which any Securities are listed or admitted for trading.
The Regular Trustees shall call a meeting of the Holders of
any class of Securities, 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 written notices 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 directing the Regular Trustees to call 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.

(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) 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
any Securities are listed or admitted for trading, such
vote, consent or approval may be given at a meeting of
the Holders of Securities. 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. 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. Any action that may be taken at a meeting of
the Holders of Securities may be taken without a
meeting and without prior notice 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 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.

(iv) Unless the Business Trust Act, this Declaration, the
terms of the Securities or the listing rules of any
stock exchange on which any Securities are then listed
or trading otherwise provides, the Regular Trustees, in
their sole discretion, shall establish all other
provisions relating to meetings of the 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.

(v) Any Preferred Securities that are owned by the
Debenture Issuer or any of its Affiliates shall not be
entitled to vote or consent and shall, for purposes of
any vote or consent, be treated as if such Preferred
Securities were not issued and outstanding.

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 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):

NORTHWESTERN CAPITAL FINANCING ___
c/o NorthWestern Corporation
125 S. Dakota Avenue
Suite 1100
Sioux Falls, South Dakota 57104
Attention: Richard R. Hylland

(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):

NORTHWESTERN CORPORATION
125 S. Dakota Avenue
Suite 1100
Sioux Falls, South Dakota 57104
Attention: Daniel K. Newell

(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 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.

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.

IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

NORTHWESTERN CORPORATION
as Sponsor and Debenture Issuer

By:_____________________________________
Name:
Title:

________________________________________
________________, as Regular Trustee

WILMINGTON TRUST COMPANY
as Delaware Trustee and Property Trustee

By:_____________________________________
Name:
Title:

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 _______________, ____ (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 $__________ (subject to an
increase to not more than $________ in the event of the
exercise of any Over-allotment Option)and a liquidation
amount with respect to the assets of the Trust of $__ 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 $__________ (subject to an
increase to not more than $________ in the event of the
exercise of any Over-allotment Option)and a liquidation
amount with respect to the assets of the Trust of $__ 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.

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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 $__ per Security, such rate being the
rate of interest payable on the Debentures to be held by the
Property Trustee. Distributions in arrears for more than
one quarter will accumulate additional distributions 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 additional distributions 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 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
accumulate from their original date of issuance and will be
payable quarterly in arrears, on March 31, June 30,
September 30, and December 31 of each year, commencing on
_____________, ____., except as otherwise described below.
So long as no Event of Default has occurred and is
continuing, 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, but not
beyond the stated maturity of the Debentures (each an
"Extension Period"), and, as a consequence of such
extension, Distributions will also be deferred. 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 or extend beyond the stated maturity of the
Debentures. If Distributions are deferred, the deferred
Distributions, including additional accumulated
Distributions thereon at the Coupon Rate compounded
quarterly, shall be paid 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

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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
_______________, ____, to the Prospectus dated
_______________, 1999 (together, the "Prospectus") 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 15 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.

(a) If dissolution of the Trust occurs for any reason other than
the repayment of all of the Securities in connection with
the redemption of the Debentures, the Regular Trustees
shall, after satisfaction of liabilities to creditors of the
Trust and obtaining any required Federal Energy Regulatory
Commission or state public utility commission approval,

A-3

cause Debentures held by the Property Trustee, having an
aggregate principal amount equal to the aggregate stated
liquidation amount of the Securities, with an interest rate
equal to the Coupon Rate of, and bearing accrued and unpaid
interest in an amount equal to the accumulated and unpaid
Distributions on, 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, as expeditiously
as the Property Trustee determines to be possible; provided
that, if the foregoing distribution is not practical,
Holders will be entitled to receive out of the assets of the
Trust available for distribution to Holders, after
satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the aggregate
stated liquidation amount of $__ per Security plus
accumulated and unpaid Distributions thereon to the date of
payment (the "Liquidation Distribution").

(b) If, upon any such dissolution or winding-up 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.

(c) 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 ("DTC") 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 with
respect to the Preferred Securities held by DTC or its
nominee, and (iii) any certificates representing the
Securities, except for certificates representing Preferred
Securities held by DTC or its nominee (or any successor
Clearing Agency or its nominee), will be deemed to represent
the Debentures having an aggregate principal amount equal to
the aggregate stated liquidation amount of the Securities,
with an interest rate equal to the Coupon Rate of, and
bearing accrued and unpaid interest in an amount equal to
the accumulated and unpaid Distributions on, such Securities
until such certificates are presented to the Debenture
Issuer or its agent for transfer or reissue.

(d) If the Debentures are distributed to the 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 exchange as the Preferred Securities were listed on
immediately prior to the distribution of the Debentures.

A-4

4. REDEMPTION.

(a) Upon the repayment of the Debentures in whole or in part,
whether at maturity or upon earlier redemption, the proceeds
from such repayment or redemption 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 $__ per Security
plus an amount equal to accumulated 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(d)(ii) below.

(c) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions
have been paid on all Securities for all quarterly
Distribution periods terminating on or before the date of
redemption.

(d) Redemption Procedures.

(i) Notice of any redemption of the Securities (a
"Redemption Notice") will be given by the Property
Trustee on behalf of the Trust by mail to each Holder
of Securities to be redeemed not fewer than 30 nor more
than 60 days before the date fixed for redemption
thereof, which will be the date fixed for redemption of
the Debentures. For purposes of the calculation of the
date of redemption and the dates on which notices are
given pursuant to this paragraph 4(d)(i), a Redemption
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
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 Notice or in the mailing of either thereof
with respect to any Holder shall affect the validity of
the redemption proceedings with respect to any other
Holder.

(ii) In the event that fewer than all the outstanding
Securities are to be redeemed, then the aggregate
liquidation amount of the Securities to be redeemed
shall be redeemed Pro Rata from each Holder of
Securities, it being understood that, in respect of
Preferred Securities registered in the name of and held

A-5

of record by DTC (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 Clearing Agency; provided
that, if, as a result of such Pro Rata redemption, such
Clearing Agency Participants will hold fractional
interests in the Preferred Securities, the Clearing
Agency will adjust the amount of the interest of each
Participant to be redeemed to avoid such fractional
interest.

(iii) If Securities are to be redeemed and the Trust
gives a Redemption 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 to 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 DTC (or successor
Clearing Agency) funds sufficient to pay the
applicable Redemption Price with respect to the
Preferred Securities and will give DTC 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 Notice shall have been given and funds
deposited as required, 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 accumulate on the
Securities so called for redemption and all rights
of the 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

A-6

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 accumulate 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 Notices shall be sent by the Regular
Trustees on behalf of the Trust (A) in respect of the
Preferred Securities, to DTC 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 Holders thereof, and (B) in respect of the Common
Securities, to the Holders thereof.

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

5. VOTING RIGHTS -- PREFERRED SECURITIES.

(a) Except as provided under paragraphs 5(b) and 7 and as
otherwise required by law, the Preferred Securities
Guarantee and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

(b) If an Event of Default occurs and is continuing, then the
Holders of the Preferred Securities, acting as a single
class, will have the exclusive right to appoint, remove or

A-7

replace the Property Trustee during the continuance of any
Event of Default in accordance with Section 5.6(a)(ii) of
the Declaration. Not later than 30 days after such right to
appoint, remove or replace the Property Trustee arises, the
Regular Trustees will convene a meeting for the purpose of
appointing, removing or replacing the Property Trustee.

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 event of default under the Indenture 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
all of the Debentures affected thereby, the Property Trustee
may only give such consent or take such action at the
direction of the Holders of all of the Preferred Securities
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 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 or the Debentures, to the
fullest extent permitted by law, 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 or the Debentures, to the fullest
extent permitted by law without first instituting a legal
proceeding against the Property Trustee or any other Person.
Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to
the failure of the Debenture Issuer to pay interest or
principal on the Debentures on the date such interest or
principal is otherwise payable (or in the case of

A-8

redemption, on the redemption date), then a Holder of
Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or
interest on the Debentures having a principal amount equal
to the aggregate liquidation amount of the Preferred
Securities of such holder on or after the respective due
dates specified in the Debentures. In connection with such
direct action, the Debenture Issuer will be subrogated to
the rights of such Holder of Preferred Securities under the
Declaration to the extent of any payment made by the
Debenture Issuer to such Holder of Preferred Securities in
connection with such direct action.

The Property Trustee shall notify all Holders of the
Preferred Securities of any notice of default received from
the trustee under the Indenture with respect to the
Debentures. Such notice shall state that such event of
default also constitutes an Event of Default under the
Declaration.

Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of the Holders of the Preferred Securities
convened for such purpose, at a meeting of all of the Holders of the
Securities or pursuant to written consent. The Regular Trustees will
cause a notice of any meeting at which the Holders of the Preferred
Securities are entitled to vote 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 and (iii) instructions for the delivery of proxies.

No vote or consent of the Holders of the Preferred
Securities will be required for the Trust to redeem and
cancel the Preferred Securities or to distribute the
Debentures in accordance with the Declaration and the terms
of the Securities.

Notwithstanding that Holders of the 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.

A-9

(b) The Holders of the Common Securities are entitled, in
accordance with Article Five 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 the Property Trustee as provided in
paragraph 5(b).

(c) Subject to Section 2.6 of the Declaration and to the rights
of the Holders of the Preferred Securities and only after
any Event of Default with respect to the Preferred
Securities has 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, method and 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)
waiving any past default and its consequences that is
waivable under Section 513 of the Indenture, or (iii)
exercising 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 all of the outstanding Common Securities, the
Property Trustee may only give such consent or take such
action at the direction of the Holders of all Common
Securities. 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 fail to be classified as a grantor trust. If
the Property Trustee fails to enforce its rights under the
Declaration, to the fullest extent permitted by law, 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

A-10

first instituting a legal proceeding against the Property
Trustee or any other Person.

Any approval or direction of the Holders of the Common
Securities may be given at a separate meeting of the Holders
of the Common Securities convened for such purpose, at a
meeting of all of the Holders of the Securities or pursuant
to written consent. The Regular Trustees will cause a
notice of any meeting at which the Holders of Common
Securities are entitled to vote to be mailed to each Holder
of record of the Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting
to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are
entitled to vote and (iii) instructions for the delivery of
proxies or consents.

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 (including, without limitation, those specified
in Section 12.1(a)(i)), 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 of the Trust, other than as described in Section
8.1 of the Declaration, then the Holders of the Securities
voting together as a single 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 that (x) 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 and (y) a reduction of the aggregate liquidation
amount or Distribution rate, a change in the payment dates
or maturities of the Preferred Securities or a reduction in

A-11

the percentage in the liquidation amount of outstanding
Preferred Securities, the consent of the Holders of which is
required for an amendment to the Declaration shall not be
permitted without the consent of each Holder of Preferred
Securities.

(b) In the event the consent of the Property Trustee, as the
holder of the Debentures is required under the Indenture
with respect to any amendment, modification or termination
of the Indenture or the Debentures, 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 all the Holders of the
Securities, the Property Trustee may only give such consent
at the direction of all the Holders of the Securities;
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 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 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, the rights of Holders of the
Common Securities to payment in respect of Distributions and payments

A-12

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 on the New York Stock Exchange, Inc.

11. ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE.

Each Holder of the Preferred Securities and the 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.

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 any Holder without charge on
written request to the Trust at its principal place of business.

These terms 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.

A-13

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 "DTC") or a nominee of DTC. This
Preferred Security is exchangeable for Preferred Securities registered
in the name of a person other than DTC 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 DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC) 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

NORTHWESTERN CAPITAL FINANCING ___

____% Trust Preferred Capital Securities.
(liquidation amount $__ per Preferred Security)

NORTHWESTERN CAPITAL FINANCING ___, 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 $__
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, 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

A-14

_______________, ____, 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 meanings 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 any 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 undivided beneficial ownership in the
Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this day
of __________, ____.

NORTHWESTERN CAPITAL FINANCING __

By:_____________________________________
as Trustee

A-15

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred 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 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)

A-16

ANNEX II

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
DECLARATION (AS DEFINED BELOW)

Certificate Number Number of Common
Securities

__________________ ____________

Certificate Evidencing Common Securities

NORTHWESTERN CAPITAL FINANCING ___

____% Trust Common Capital Securities.
(liquidation amount $__ per Common Security)

NORTHWESTERN CAPITAL FINANCING ___, 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 $__ per Common Security) (the "Common
Securities"). 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 _______________, ____, 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 meanings 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 any 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 undivided beneficial ownership in the
Debentures.

A-17

IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of ___________, ____.

NORTHWESTERN CAPITAL FINANCING __

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-18

EXHIBIT B

SPECIMEN OF DEBENTURE

[From Second Supplemental Indenture]

B-1

EXHIBIT C

UNDERWRITING AGREEMENT

C-1

EXHIBIT 4(b)(17)
----------------

FORM OF

PREFERRED SECURITIES GUARANTEE AGREEMENT

NORTHWESTERN CAPITAL FINANCING ____

Cross-Reference Table
for the Guarantee Agreement

Section of Section of
Trust Indenture Act Guarantee
of 1939, as amended Agreement
------------------- ---------

Section 310(a) . . . . . . . . . . . . . . . . . . . . . . . . 4.1(a)
310(b) . . . . . . . . . . . . . . . . . . . . . 4.1(c), 2.8
310(c) . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
311(c) . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
313 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
314(b) . . . . . . . . . . . . . . . . . . . . Not Applicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
314(d) . . . . . . . . . . . . . . . . . . . . Not Applicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . 2.5, 3.2
314(f) . . . . . . . . . . . . . . . . . . . . . . . 2.1, 3.2
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
315(d) . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
Section 316(a) . . . . . . . . . . . . . . . . . . . . . 5.4(a), 2.6
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
Section 317(a) . . . . . . . . . . . . . . . . . . . . Not Applicable
317(b) . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)
318(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
318(c) . . . . . . . . . . . . . . . . . . . . . . . . 2.1(a)

----------
Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of the Guarantee Agreement.

TABLE OF CONTENTS

ARTICLE I
Definitions and Interpretation

Page
----

SECTION 1.1. Definitions and Interpretation . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . 2
Common Securities Guarantee Agreement . . . . . . . 2
Common Securities . . . . . . . . . . . . . . . . . 2
Covered Person . . . . . . . . . . . . . . . . . . . 2
Event of Default . . . . . . . . . . . . . . . . . . 2
Guarantee Payments . . . . . . . . . . . . . . . . . 2
Holder . . . . . . . . . . . . . . . . . . . . . . . 3
Indemnified Person . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . 3
Majority in Liquidation amount of the Securities . . 3
Officers' Certificate . . . . . . . . . . . . . . . 3
Person . . . . . . . . . . . . . . . . . . . . . . . 4
Preferred Guarantee Trust . . . . . . . . . . . . . 4
Responsible Officer . . . . . . . . . . . . . . . . 4
Successor Preferred Guarantee Trustee . . . . . . . 4
Trust Indenture Act . . . . . . . . . . . . . . . . 4

ARTICLE II
Trust Indenture Act

SECTION 2.1. Trust Indenture Act; Application . . . . . . . . . . 5
SECTION 2.2. Lists of Holders of Securities . . . . . . . . . . . 5
SECTION 2.3. Reports by the Preferred Trust Guarantee . . . . . . 5
SECTION 2.4. Periodic Reports to Preferred Guarantee Trustee . . 5
SECTION 2.5. Evidence of Compliance with Conditions Precedent . . 6
SECTION 2.6. Event of Default; Waiver . . . . . . . . . . . . . . 6
SECTION 2.7. Event of Default; Notice . . . . . . . . . . . . . . 6
SECTION 2.8. Conflicting Interests . . . . . . . . . . . . . . . 7

ARTICLE III
Powers, Duties, Rights of
Preferred Guarantee Trustee

SECTION 3.1. Powers and Duties of the Preferred Guarantee
Trustee . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.2. Certain Rights of Preferred Guarantee Trustee . . . 9
SECTION 3.3. Not Responsible for Recitals or Issuance of
Guarantee . . . . . . . . . . . . . . . . . . . 11

ARTICLE IV
Preferred Guarantee Trustee

SECTION 4.1. Preferred Guarantee Trustee; Eligibility . . . . . . 11

iii

SECTION 4.2 Appointment, Removal and Resignation of
Preferred Guarantee Trustees . . . . . . . . . 12

ARTICLE V
Guarantee

SECTION 5.1. Guarantee . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.2. Waiver of Notice and Demand . . . . . . . . . . . . 13
SECTION 5.3. Obligations Not Affected . . . . . . . . . . . . . . 13
SECTION 5.4. Rights of Holders . . . . . . . . . . . . . . . . . 14
SECTION 5.5. Guarantee of Payment . . . . . . . . . . . . . . . . 15
SECTION 5.6. Subrogation . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.7. Independent Obligations . . . . . . . . . . . . . . 15

ARTICLE VI
Limitations of Transactions; Subordination

SECTION 6.1. Limitation of Transactions . . . . . . . . . . . . . 15
SECTION 6.2. Ranking . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VII
Termination

SECTION 7.1. Termination . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VIII
Indemnification

SECTION 8.1. Exculpation . . . . . . . . . . . . . . . . . . . . 16
SECTION 8.2. Indemnification . . . . . . . . . . . . . . . . . . 17

ARTICLE IX
Miscellaneous

SECTION 9.1. Successors and Assigns . . . . . . . . . . . . . . . 18
SECTION 9.2. Amendments . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.3. Notices . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.4. Benefit . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 9.5. Governing Law . . . . . . . . . . . . . . . . . . . 19

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

----------
Note: This table of contents shall not, for any purpose, be deemed
to be a part of the Guarantee Agreement.

FORM OF
PREFERRED SECURITIES GUARANTEE AGREEMENT

Dated as of _______________

This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of
__________, is executed and delivered by NorthWestern Corporation, a
Delaware corporation (the "Guarantor"), and Wilmington Trust Company,
a Delaware banking corporation, as trustee for the benefit of the
Holders (as defined herein) from time to time of the Preferred
Securities (as defined herein) of NorthWestern Capital Financing
_____, a Delaware statutory business trust (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of ______________, among the trustees of the
Issuer named therein, the Guarantor, as sponsor of the Issuer, and the
holders from time to time of undivided beneficial interests in the
assets of the Issuer, the Issuer is issuing on the date hereof
$__________ aggregate stated liquidation amount of Preferred
Securities designated the ____% Trust Preferred Capital Securities
(the "Preferred Securities");

WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Guarantee Agreement, to pay to
the Holders of the Preferred Securities the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and
conditions set forth herein;

NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall
benefit the Guarantor, the Guarantor executes and delivers this
Guarantee Agreement for the benefit of the Holders.

ARTICLE I
DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions and Interpretation.

In this Guarantee Agreement, unless the context otherwise requires:

(a) Capitalized terms used in this Guarantee Agreement but not
defined in the preamble above or otherwise in this Guarantee
Agreement have the respective meanings assigned to them in
the Declaration as in effect on the date hereof;

(b) a term defined anywhere in this Guarantee Agreement has the
same meaning throughout;

(c) all references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as
modified, supplemented or amended from time to time;

(d) all references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee
Agreement unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same
meaning when used in this Guarantee Agreement unless
otherwise defined in this Guarantee Agreement 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 the Securities Act of 1933, as amended, or any
successor rule thereunder.

"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

"Common Securities Guarantee Agreement" means the guarantee agreement
dated as of the date hereof executed by the Guarantor for the benefit
of the holders from time to time of the Common Securities.

"Covered Person" means any Holder or beneficial owner of Preferred
Securities.

"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement.

"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the
extent not paid or made by the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Declaration) that are required to be
paid on the Preferred Securities to the extent the Guarantor has made
a payment of principal or interest on the Debentures (as defined in
the Declaration), (ii) the redemption price, including all accumulated
and unpaid Distributions to the date of redemption (the "Redemption
Price"), to the extent the Guarantor has made a payment of principal
or interest on the Debentures, with respect to any Preferred
Securities called for redemption by the Issuer, and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of the
Issuer (other than in connection with the distribution of Debentures
to the Holders in exchange for Preferred Securities as provided in the
Declaration or a redemption of all the Preferred Securities), the
lesser of (a) the aggregate of the liquidation amount and all
accumulated and unpaid Distributions on the Preferred Securities to
the date of payment to the extent the Issuer has funds legally
available therefor, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the
Issuer (in either case, the "Liquidation Distribution"). If an Event
of Default has occurred and is continuing, the rights of holders of
the Common Securities to receive payments under the Common Securities

Guarantee Agreement are subordinated to the rights of Holders of
Preferred Securities to receive Guarantee Payments under this
Guarantee Agreement.

"Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that, in
determining whether the Holders of the requisite percentage of
Preferred Securities have given any request, notice, consent or waiver
hereunder, "Holder" shall not include the Guarantor or any Affiliate
of the Guarantor.

"Indemnified Person" means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers,
directors, shareholders, members, partners, employees, representatives
or agents of the Preferred Guarantee Trustee.

"Indenture" means the Indenture dated as of August 1, 1995, between
the Guarantor (the "Debenture Issuer") and The Chase Manhattan Bank
(as successor to The Chase Manhattan Bank (N.A.)), as trustee, and
any indenture supplemental thereto pursuant to which certain
subordinated debt securities of the Debenture Issuer are to be issued
to the Property Trustee of the Issuer.

"Majority in liquidation amount of the Securities" means, except as
provided by the Trust Indenture Act, a vote by the Holders of
Preferred Securities, voting separately as a class, of more than 50%
of the liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all Preferred Securities.

(a) a statement that each officer signing the Officers'
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
Officers' Certificate;

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Preferred Guarantee Trustee" means Wilmington Trust Company, in its
capacity as trustee hereunder and not in its individual capacity,
until a Successor Preferred Guarantee Trustee has been appointed and
has accepted such appointment pursuant to the terms of this Guarantee
Agreement and thereafter means such Successor Preferred Guarantee
Trustee.

"Responsible Officer" means, with respect to the Preferred Guarantee
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 of the Corporate Trust Department of the Preferred Guarantee
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.

"Successor Preferred Guarantee Trustee" means a successor Preferred
Guarantee Trustee possessing the qualifications to act as Preferred
Guarantee Trustee under Section 4.1.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of the
Trust Indenture Act that are required to be part of this
Guarantee Agreement and shall, to the extent applicable, be
governed by such provisions; and

(b) if and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties
imposed by Section 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

SECTION 2.2. Lists of Holders of Securities.

(a) The Guarantor shall provide the Preferred Guarantee Trustee
with a list, in such form as the Preferred Guarantee Trustee
may reasonably require, of the name and addresses of the
Holders of the Preferred Securities as of such date, (i)
within 14 days after January 1 and June 30 of each year, and
(ii) at any other time within 30 days of receipt by the
Guarantor 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 Preferred Guarantee Trustee, provided that the
Guarantor shall not 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 Preferred
Guarantee Trustee by the Guarantor. The Preferred Guarantee
Trustee may destroy any list of Holders previously given to
it on receipt of a new list of Holders.

(b) The Preferred Guarantee Trustee shall comply with its
obligations under Section 311(a), 311(b) and 312(b) of the
Trust Indenture Act.

SECTION 2.3. Reports by the Preferred Guarantee Trustee.

Within 60 days after May 15 of each year, the Preferred Guarantee
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 Preferred Guarantee Trustee shall also
comply with the requirements of Section 313(d) of the Trust Indenture
Act.

SECTION 2.4. Periodic Reports to Preferred Guarantee Trustee.

The Guarantor shall provide to the Preferred Guarantee Trustee such
documents, reports and information as required by Section 314 of the
Trust Indenture Act (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.

The Guarantor shall provide to the Preferred Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided
for in this Guarantee Agreement 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) of the Trust Indenture Act may be given in the form of an
Officers' Certificate.

SECTION 2.6. Events of Default; Waiver.

The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the
Preferred Securities, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed
to have been cured, for every purpose of this Guarantee Agreement, but
no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

SECTION 2.7. Event of Default; Notice.

(a) The Preferred Guarantee 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 Preferred
Securities, notices of all Events of Default known to the
Preferred Guarantee Trustee, unless such defaults have been
cured before the giving of such notice, provided that the
Preferred Guarantee 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 Preferred
Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the
Holders of the Preferred Securities.

(b) The Preferred Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default unless the Preferred
Guarantee Trustee shall have received written notice as
provided in Section 9.3, or a Responsible Officer charged
with the administration of the Declaration shall have
obtained written notice, of such Event of Default.

SECTION 2.8 Conflicting Interests.

The Declaration shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
PREFERRED GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Preferred Guarantee Trustee.

(a) This Guarantee Agreement shall be held by the Preferred
Guarantee Trustee for the benefit of the Holders of the
Preferred Securities, and the Preferred Guarantee Trustee
shall not transfer this Guarantee Agreement to any Person
except a Holder of Preferred Securities exercising his or

her rights pursuant to Section 5.4(b) or to a Successor
Preferred Guarantee Trustee on acceptance by such Successor
Preferred Guarantee Trustee of its appointment to act as
Successor Preferred Guarantee Trustee. The right, title and
interest of the Preferred Guarantee Trustee shall
automatically vest in any Successor Preferred Guarantee
Trustee, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been
executed and delivered pursuant to the appointment of such
Successor Preferred Guarantee Trustee.

(b) If an Event of Default has occurred and is continuing, the
Preferred Guarantee Trustee shall enforce this Guarantee
Agreement for the benefit of the Holders of the Preferred
Securities.

(c) The Preferred Guarantee Trustee, before the occurrence of
any Event of Default and after the curing of all Events of
Default that may have occurred, shall undertake to perform
only such duties as are specifically set forth in this
Guarantee Agreement, and no implied covenants shall be read
into this Guarantee Agreement against the Preferred
Guarantee Trustee. In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 2.6),
the Preferred Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee Agreement,
and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be construed
to relieve the Preferred Guarantee 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 any 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 Preferred
Guarantee Trustee shall be determined solely by
the express provisions of this Guarantee
Agreement, and the Preferred Guarantee Trustee
shall not be liable except for the performance of
such duties and obligations as are specifically
set forth in this Guarantee Agreement, and no
implied covenants or obligations shall be read
into this Guarantee Agreement against the
Preferred Guarantee Trustee; and

(B) in the absence of bad faith on the part of the
Preferred Guarantee Trustee, the Preferred

Guarantee Trustee may conclusively rely, as to the
truth of the statements and the correctness of the
opinions expressed therein, upon any certificates
or opinions furnished to the Preferred Guarantee
Trustee and conforming to the requirements of this
Guarantee Agreement; but in the case of any such
certificates or opinions that by any provision
hereof are specifically required to be furnished
to the Preferred Guarantee Trustee, the Preferred
Guarantee Trustee shall be under a duty to examine
the same to determine whether or not they conform
to the requirements of this Guarantee Agreement;

(ii) the Preferred Guarantee Trustee shall not be liable for
any error of judgment made in good faith by a
Responsible Officer of the Preferred Guarantee Trustee,
unless it shall be proved that the Preferred Guarantee
Trustee was negligent in ascertaining the pertinent
facts upon which such judgment was made;

(iii) the Preferred Guarantee 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 Preferred
Securities relating to the time, method and place
of conducting any proceeding for any remedy
available to the Preferred Guarantee Trustee, or
exercising any trust or power conferred upon the
Preferred Guarantee Trustee under this Guarantee
Agreement; and

(iv) no provision of this Guarantee Agreement shall require
the Preferred Guarantee 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 the
Preferred Guarantee Trustee shall have reasonable
grounds for believing that the repayment of such funds
or liability is not reasonably assured to it under the
terms of this Guarantee Agreement or adequate indemnity
for such risk or liability is not reasonably assured to
it.

SECTION 3.2. Certain Rights of Preferred Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) the Preferred Guarantee 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 Guarantor contemplated by
this Guarantee Agreement shall be sufficiently
evidenced by a Direction or an Officers' Certificate;

(iii) whenever, in the administration of this Guarantee
Agreement, the Preferred Guarantee Trustee shall
deem it desirable that a matter be proved or
established before taking, suffering or omitting
any action hereunder, the Preferred Guarantee
Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of
bad faith on its part, request and rely upon an
Officers' Certificate which, upon receipt of such
request, shall be promptly delivered by the
Guarantor;

(iv) the Preferred Guarantee Trustee shall have no duty to
see to any recording, filing or registration of any
instrument (or any rerecording, refiling or
reregistration thereof);

(v) the Preferred Guarantee Trustee may consult with
counsel (which counsel may be counsel to the Guarantor
or any of its Affiliates and may include any of its
employees), and the written advice or opinion of such
counsel with respect to legal matters 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, and the Preferred Guarantee Trustee shall have
the right at any time to seek instructions concerning
the administration of this Guarantee Agreement from any
court of competent jurisdiction;

(vi) the Preferred Guarantee Trustee shall be under no
obligation to exercise any of the rights or powers
vested in it by this Guarantee Agreement at the request
or direction of any Holder, unless such Holder shall
have provided to the Preferred Guarantee Trustee such
adequate security and indemnity as would satisfy a
reasonable person in the position of the Preferred
Guarantee 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
Preferred Guarantee Trustee; provided that, nothing

contained in this Section 3.2(a)(vi) shall be taken to
relieve the Preferred Guarantee Trustee, upon the
occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this
Guarantee Agreement;

(vii) the Preferred Guarantee 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 Preferred
Guarantee Trustee, in its discretion, may make
such further inquiry or investigation into such
facts or matters as it may see fit;

(viii) the Preferred Guarantee 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 Preferred Guarantee
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 Preferred Guarantee Trustee or
its agents hereunder shall bind the Holders of the
Preferred Securities, and the signature of the
Preferred Guarantee 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 Preferred Guarantee Trustee to so
act or as to its compliance with any of the terms and
provisions of this Guarantee Agreement, both of which
shall be conclusively evidenced by the Preferred
Guarantee Trustee's or its agent's taking such action;
and

(x) whenever in the administration of this Guarantee
Agreement the Preferred Guarantee Trustee shall deem it
desirable to receive instructions with respect to
enforcing any remedy or right or taking any other
action hereunder, the Preferred Guarantee Trustee (i)
may request instructions from the Holders of the
Preferred Securities, (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.

(b) No provision of this Guarantee Agreement shall be deemed to
impose any duty or obligation on the Preferred Guarantee
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
Preferred Guarantee 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 Preferred Guarantee Trustee shall be
construed to be a duty.

SECTION 3.3. Not Responsible for Recitals or Issuance of Guarantee.

The recitals contained in this Guarantee Agreement shall be taken as
the statements of the Guarantor, and the Preferred Guarantee Trustee
does not assume any responsibility for their correctness. The
Preferred Guarantee Trustee makes no representation as to the validity
or sufficiency of this Guarantee Agreement.

ARTICLE IV
PREFERRED GUARANTEE TRUSTEE

SECTION 4.1. Preferred Guarantee Trustee; Eligibility.

(a) There shall at all times be a Preferred Guarantee Trustee
which shall:

(i) not be an Affiliate of the Guarantor; and

(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 Securities and
Exchange 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 4.1(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.

(b) If at any time the Preferred Guarantee Trustee shall cease
to be eligible to so act under Section 4.1(a), the Preferred
Guarantee Trustee shall immediately resign in the manner and
with the effect set out in Section 4.2(c).

(c) If the Preferred Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b)
of the Trust Indenture Act, the Preferred Guarantee Trustee
and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

SECTION 4.2. Appointment, Removal and Resignation of Preferred
Guarantee Trustees.

(a) Subject to Section 4.2(b), the Preferred Guarantee Trustee
may be appointed or removed without cause at any time by the
Guarantor.

(b) The Preferred Guarantee Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Preferred
Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor
Preferred Guarantee Trustee and delivered to the Guarantor.

(c) The Preferred Guarantee Trustee appointed to office shall
hold office until a Successor Preferred Guarantee Trustee
shall have been appointed or until its removal or
resignation. The Preferred Guarantee Trustee may resign
from office (without need for prior or subsequent
accounting) by an instrument in writing executed by the
Preferred Guarantee Trustee and delivered to the Guarantor,
which resignation shall not take effect until a Successor
Preferred Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed
by such Successor Preferred Guarantee Trustee and delivered
to the Guarantor and the resigning Preferred Guarantee
Trustee.

(d) If no Successor Preferred Guarantee Trustee shall have been
appointed and accepted appointment as provided in this
Section 4.2 within 60 days after delivery to the Guarantor
of an instrument of resignation, the resigning Preferred
Guarantee Trustee may petition a court of competent
jurisdiction for appointment of a Successor Preferred
Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper,
appoint a Successor Preferred Guarantee Trustee.

ARTICLE V
GUARANTEE

SECTION 5.1. Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer may have or
assert. The Guarantor's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Guarantor
to the Holders or by causing the Issuer to pay such amounts to the
Holders.

SECTION 5.2. Waiver of Notice and Demand.

The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding
first against the Issuer or any other Person before proceeding against
the Guarantor, protest, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands.

SECTION 5.3. Obligations Not Affected

The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired
by reason of the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer of any express
or implied agreement, covenant, term or condition relating
to the Preferred Securities to be performed or observed by
the Issuer;

(b) the extension of time for the payment by the Issuer of all
or any portion of the Distributions, Redemption Price,
Liquidation Distribution or any other sums payable under the
terms of the Preferred Securities or the extension of time
for the performance of any other obligation under, arising
out of, or in connection with, the Preferred Securities
(other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or
other sum payable that results from the extension of any
interest payment period on the Debentures);

(c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any
right, privilege, power or remedy conferred on the Holders
pursuant to the terms of the Preferred Securities, or any
action on the part of the Issuer granting indulgence or
extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution, sale
of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or
other similar proceedings affecting, the Issuer or any of
the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in the Preferred
Securities;

(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a
guarantor, it being the intent of this Section 5.3 that the
obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any
of the foregoing.

SECTION 5.4. Rights of Holders.

(a) 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 Preferred Guarantee Trustee in respect of
this Guarantee Agreement or exercising any trust or power
conferred upon the Preferred Guarantee Trustee under this
Guarantee Agreement.

(b) If the Preferred Guarantee Trustee fails to enforce this
Guarantee Agreement, any Holder of Preferred Securities may,
after such Holder's written request to the Preferred
Guarantee Trustee to enforce this Guarantee Agreement,
institute a legal proceeding directly against the Guarantor
to enforce its rights under this Guarantee Agreement,
without first instituting a legal proceeding against the
Issuer, the Preferred Guarantee Trustee or any other Person.

SECTION 5.5. Guarantee of Payment.

This Guarantee Agreement creates a guarantee of payment and not of
collection. The Guarantor agrees that this Guarantee Agreement shall
not be discharged except by payment of the Guarantee Payments in full
and by complete performance of all obligations of the Guarantor
contained in this Guarantee Agreement.

SECTION 5.6. Subrogation.

The Guarantor shall be subrogated to all (if any) rights of the
Holders of Preferred Securities against the Issuer in respect of any
amounts paid to such Holders by the Guarantor under this Guarantee
Agreement; provided, however, that the Guarantor shall not (except to
the extent required by mandatory provisions of law) be entitled to
enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all
cases as a result of payment under this Guarantee Agreement, if, at
the time of any such payment, any amounts are due and unpaid under
this Guarantee Agreement. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees
to hold such amount in trust for the Holders and to pay over such
amount to the Holders.

SECTION 5.7. Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the
Preferred Securities, and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant
to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 5.3 hereof.

ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1. Limitation of Transactions.

So long as any Preferred Securities remain outstanding, if there shall
have occurred an Event of Default, or an event of default under the
Declaration, or if the Guarantor has given notice of its selection of
an extended interest period with respect to the Debentures and such
period, or any extension thereof, is continuing, then, in each case,
(a) the Guarantor 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 Guarantor shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities
issued by the Guarantor which rank pari passu with or junior to the
Debentures; provided that the foregoing restrictions shall not apply
to (i) repurchases, redemptions or other acquisitions of shares of
capital stock of the Guarantor (A) in connection with any employment
contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or
consultants, (B) in connection with a dividend reinvestment or
stockholder stock purchase plan or (C) in connection with the issuance
of capital stock of the Guarantor (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition

transaction entered into prior to such extended interest period, (ii)
an exchange, redemption or conversion of any class or series of the
Guarantor's capital stock (or any capital stock of a subsidiary of the
Guarantor) for any class or series of the Guarantor's capital stock or
of any class or series of the Guarantor's indebtedness for any class
or series of the Guarantor's capital stock, (iii) the purchase of
fractional interests in shares of the Guarantor's capital stock
pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (iv) any
declaration of a dividend in connection with any stockholder's rights
plan, or the issuance of rights, stock or other property under any
stockholder's rights plan, or the redemption or repurchase of rights
pursuant thereto, (v) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu
with or junior to such stock, or (vi) payments by the Guarantor under
this Guarantee or under any similar guarantee by the Guarantor with
respect to any securities of its subsidiaries, provided the proceeds
from the issuance of such securities were used to purchase junior
subordinated deferrable interest debentures issued by such subsidiary.
In addition, so long as any Preferred Securities remain outstanding,
the Guarantor (x) will remain the sole direct or indirect owner of all
the outstanding Common Securities and shall not cause or permit the
Common Securities to be transferred except to the extent such transfer
is permitted under the Declaration, provided that any permitted
successor of the Guarantor under the Indenture may succeed to the
Guarantor's ownership of the Common Securities and (y) will use its
reasonable efforts to cause the Trust to continue to be treated as a
grantor trust for United States federal income tax purposes except in
connection with a distribution of Debentures.

SECTION 6.2. Ranking.

This Guarantee Agreement will constitute an unsecured obligation of
the Guarantor and will rank (i) subordinate and junior in right of
payment to all other liabilities of the Guarantor, including the
Debentures, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Guarantor and with any
guarantee now or hereafter entered into by the Guarantor in respect of
any preferred or preference stock of any Affiliate of the Guarantor,
and (iii) senior to the Guarantor's common stock.

ARTICLE VII
TERMINATION

SECTION 7.1. Termination.

This Guarantee Agreement shall terminate upon (i) full payment of the
Redemption Price of all Securities, (ii) the distribution of the
Debentures to the Holders of all of the Securities or (iii) full

payment of the amounts payable in accordance with the Declaration upon
liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder of Preferred
Securities must restore payment of any sums paid under the Preferred
Securities or under this Guarantee Agreement.

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1. Exculpation.

(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor 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 in accordance with this
Guarantee Agreement and in a manner that such Indemnified
Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this
Guarantee Agreement 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 negligence
or willful misconduct with respect to such acts or
omissions.

(b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Guarantor and upon such
information, opinions, reports or statements presented to
the Guarantor 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 Guarantor,
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
Preferred Securities might properly be paid.

SECTION 8.2. Indemnification.

(a) To the fullest extent permitted by applicable law, the
Guarantor 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 in accordance with this Guarantee Agreement and in a
manner such Indemnified Person reasonably believed to be
within the scope of authority conferred on such Indemnified
Person in accordance with this Guarantee Agreement, 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 negligence or
willful misconduct with respect to such acts or omissions.

(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 Guarantor prior
to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Guarantor 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 8.2(a).

ARTICLE IX
MISCELLANEOUS

SECTION 9.1. Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the
Holders of the Preferred Securities then outstanding.

SECTION 9.2. Amendments.

Except with respect to any changes that do not materially adversely
affect the rights of Holders (in which case no consent of Holders will
be required), this Guarantee Agreement may only be amended with the
prior approval of the Holders of at least 66-2/3% in liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accumulated and unpaid Distributions to
the date upon which the voting percentages are determined) of all the
outstanding Preferred Securities. The provisions of Section 12.2 of
the Declaration with respect to meetings of Holders of the Securities
apply to the giving of such approval.

SECTION 9.3. Notices.

All notices provided for in this Guarantee Agreement 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 Preferred Guarantee Trustee, at the
Preferred Guarantee Trustee's mailing address set forth
below (or such other address as the Preferred Guarantee
Trustee may give notice of to the Holders of the Preferred
Securities):

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

(b) If given to the Guarantor, at the Guarantor's mailing
address set forth below (or such other address as the
Guarantor may give notice of to the Holders of the Preferred
Securities):

NorthWestern Corporation
125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104

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 9.4. Benefit.

The guarantee provided pursuant to Section 5.1 is solely for the
benefit of the Holders and the Preferred Guarantee Trustee and,
subject to Section 3.1(a), is not separately transferable from the
Preferred Securities.

SECTION 9.5. Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

THIS GUARANTEE AGREEMENT is executed as of the day and year first
above written.

NORTHWESTERN CORPORATION

By:________________________________
Richard R. Hylland
President and Chief
Operating Officer

WILMINGTON TRUST COMPANY,
as Preferred Guarantee Trustee

By:________________________________
Name:
Title:

EXHIBIT 5(a)
------------

July 12, 1999

NorthWestern Corporation
125 S. Dakota Avenue
Sioux Falls, South Dakota 57104

Ladies and Gentlemen:

We have acted as counsel to NorthWestern Corporation, a Delaware
corporation (the "Company"), and NorthWestern Capital Financing II,
NorthWestern Capital Financing III and NorthWestern Capital Financing
IV, each a business trust formed under the laws of the state of
Delaware (each a "Trust" and collectively the "Trusts"), in connection
with their filing of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the following securities, to
be issued from time to time pursuant to Rule 415 under the Securities
Act at an aggregate initial offering price not to exceed $500,000,000:
(i) Common Stock (including related Common Stock Purchase Rights), par
value $1.75 per share, of the Company (the "Common Stock"); (ii)
Preferred Stock, par value $100.00 per share, of the Company (the
"Preferred Stock"); (iii) Preference Stock, par value $50.00 per
share, of the Company (the "Preference Stock"); (iv) Senior Debt
Securities of the Company (the "Senior Debt Securities"); (v)
Subordinated Debt Securities of the Company (the "Subordinated Debt
Securities"); (vi) preferred securities of the Trusts (the "Preferred
Securities"); and (vii) the guarantees of the Company in connection
with the Preferred Securities (the "Guarantees").

In connection with our opinion, we have examined the Registration
Statement, including the exhibits thereto, and such other documents,
corporate records, and instruments and have examined such laws and
regulations as we have deemed necessary for the purposes of this
opinion. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of
such latter documents.

Based upon such examination, we are of the opinion that, when the
Registration Statement, as it may be amended, has become effective
under the Securities Act and any applicable state securities or Blue
Sky laws have been complied with:

1. The Common Stock, which has been duly authorized, will be
validly issued, fully paid and nonassessable at such time as: (i) the

NorthWestern Corporation
July 12, 1999
Page 2

Company has received an order of the Federal Energy Regulatory
Commission ("FERC") authorizing the issuance and sale of the Common
Stock, which order is in effect on the date of such issuance and sale,
(ii) the terms of the issuance and sale of the Common Stock have been
duly established in conformity with resolutions of the Board of
Directors of the Company and the Company's Restated Certificate of
Incorporation and By-laws, each as amended, and (iii) the Common Stock
has been duly issued and sold as contemplated by the Registration
Statement and the Company's Restated Certificate of Incorporation and
By-laws, each as amended.

2. The Preferred Stock, which has been duly authorized, will be
validly issued, fully paid and nonassessable at such time as: (i) an
appropriate Certificate or Certificates of Designations relating to a
class or series of the Preferred Stock to be sold under the
Registration Statement have been duly authorized and adopted and filed
with the Secretary of State of the State of Delaware, (ii) the Company
has received an order of the FERC authorizing the issuance and sale of
the Preferred Stock, which order is in effect on the date of such
issuance and sale, (iii) the terms of the issuance and sale of shares
of such class or series of Preferred Stock have been duly established
in conformity with resolutions of the Board of Directors of the
Company and the Company's Restated Certificate of Incorporation
(including the Certificate or Certificates of Designation) and By-
laws, each as amended, and (iv) the shares of such class or series of
Preferred Stock have been duly issued and sold as contemplated by the
Registration Statement and any prospectus supplement relating thereto
and the Company's Restated Certificate of Incorporation (including the
Certificate or Certificates of Designation) and By-laws, each as
amended.

3. The Preference Stock, which has been duly authorized, will
be validly issued, fully paid and nonassessable at such time as: (i)
an appropriate Certificate or Certificates of Designations relating to
a class or series of the Preference Stock to be sold under the
Registration Statement have been duly authorized and adopted and filed
with the Secretary of State of the State of Delaware, (ii) the Company
has received an order of the FERC authorizing the issuance and sale of
the Preference Stock, which order is in effect on the date of such
issuance and sale, (iii) the terms of the issuance and sale of shares
of such class or series of Preference Stock have been duly established
in conformity with resolutions of the Board of Directors of the
Company and the Company's Restated Certificate of Incorporation
(including the Certificate or Certificates of Designation) and By-
laws, each as amended, and (iv) the shares of such class or series of
Preference Stock have been duly issued and sold as contemplated by the
Registration Statement and any prospectus supplement relating thereto
and the Company's Restated Certificate of Incorporation (including the

NorthWestern Corporation
July 12, 1999
Page 3

Certificate or Certificates of Designation) and By-laws, each as
amended.

4. The Senior Debt Securities will be valid and legally binding
obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and
to general equity principles at such time as: (i) the Company has
received an order of the FERC authorizing the issuance and sale of the
Senior Debt Securities, which order is in effect on the date of such
issuance and sale, (ii) the terms of the Senior Debt Securities and of
their issuance and sale have been duly established in conformity with
resolutions of the Board of Directors of the Company and the Senior
Debt Securities Indenture dated November 1, 1998 between the Company
and The Chase Manhattan Bank, as Trustee (the "Senior Debt
Indenture"), (iii) the Senior Debt Securities have been duly executed
and authenticated in accordance with the Senior Debt Indenture, and
(iv) the Senior Debt Securities have been duly issued and sold as
contemplated by the Registration Statement and any prospectus
supplement relating thereto and the Senior Debt Indenture.

5. The Subordinated Debt Securities will be valid and legally
binding obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and
to general equity principles at such time as: (i) the Company has
received an order of the FERC authorizing the issuance and sale of the
Subordinated Debt Securities, which order is in effect on the date of
such issuance and sale, (iii) the terms of the Subordinated Debt
Securities and of their issuance and sale have been duly established
in conformity with resolutions of the Board of Directors of the
Company and the Subordinated Debt Securities Indenture dated August 1,
1995 between the Company and The Chase Manhattan Bank, as Trustee, as
supplemented (the "Subordinated Debt Indenture"), (iii) the
Subordinated Debt Securities have been duly executed and authenticated
in accordance with the Subordinated Debt Indenture, and (iv) the
Subordinated Debt Securities have been duly issued and sold as
contemplated by the Registration Statement and any prospectus
supplement relating thereto and the Subordinated Debt Indenture.

6. The Guarantees will be valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles at such time as: (i) the applicable
Preferred Securities Guarantee Agreement to be entered into between
the Company and Wilmington Trust Company, as trustee, has been duly
executed and delivered so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument

NorthWestern Corporation
July 12, 1999
Page 4

binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body
having jurisdiction over the Company , (ii) the Company has received
an order of the FERC authorizing the execution and delivery of the
applicable Guarantee Agreement, which order is in effect on the date
of such execution and delivery and (iii) Preferred Securities have
been duly issued and delivered by the applicable Trust as contemplated
by the Registration Statement and any prospectus supplement relating
thereto.

We express opinions herein with respect to the applicability of
the laws of the State of Illinois, the United States Federal laws and
the General Corporation Law of Delaware, and we express no opinion as
to the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5(a)
to the Registration Statement and to the reference to us under the
caption "Legal Opinions" in the Prospectus contained in the
Registration Statement.

Very truly yours,

SCHIFF HARDIN & WAITE

By: /s/ Robert J. Minkus
------------------------
Robert J. Minkus

EXHIBIT 5(b)(1)
---------------

[Letterhead of Richards, Layton & Finger, P.A.]

July 12, 1999

Northwestern Capital Financing II
c/o Northwestern Corporation
33 Third Street S.E.
Huron, South Dakota 57350-1318

Re: Northwestern Capital Financing II
---------------------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Northwestern
Corporation, a Delaware corporation (the "Company"), and Northwestern
Capital Financing II, a Delaware business trust (formerly known as
NWPS Capital Financing II) (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being
furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of
originals or copies of the following:

(a) The Certificate of Trust of the Trust, dated June 19, 1995,
as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on June 19, 1995;

(b) The Restated Certificate of Trust of the Trust, dated as of
June 30, 1998 (the "Certificate"), as filed in the office of the
Secretary of State on July 1, 1998;

(c) The Declaration of Trust of the Trust, dated as of June 19,
1995 (the "Original Declaration"), among the Company and the trustees
of the Trust named therein;

(d) The First Amendment to the Original Declaration, dated as of
June 30, 1998, among the Company and the trustees of the Trust named
therein;

(e) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the Preferred Securities of the Trust representing
preferred undivided beneficial interests in the assets of the Trust
(each, a "Preferred Security" and collectively, the "Preferred
Securities"), as proposed to be filed by the Company, the Trust and

Northwestern Capital Financing II
July 12, 1999
Page 2

others as set forth therein with the Securities and Exchange
Commission on or about July 12, 1999;

(f) A form of Amended and Restated Declaration of Trust of the
Trust, to be entered into among the Company, as sponsor, the trustees
of the Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust (including
Exhibit A and Annexes I and II thereto) (the "Declaration"), attached
as an exhibit to the Registration Statement; and

(g) A Certificate of Good Standing for the Trust, dated July 12,
1999, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined
are used as defined in the Declaration.

For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (g) above.
In particular, we have not reviewed any document (other than the
documents listed in paragraphs (a) through (g) above) that is referred
to in or incorporated by reference into the documents reviewed by us.
We have assumed that there exists no provision in any document that we
have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the
statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic
originals, (ii) the conformity with the originals of all documents
submitted to us as copies or forms, and (iii) the genuineness of all
signatures.

For purposes of this opinion, we have assumed (i) that the
Declaration and the Certificate are in full force and effect and have
not been amended, (ii) except to the extent provided in paragraph 1
below, the due creation or due organization or due formation, as the
case may be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction governing
its creation, organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us, (iv)
that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations
under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi)
the receipt by each Person to whom a Preferred Security is to be
issued by the Trust (collectively, the "Preferred Security Holders")
of a Preferred Security Certificate for such Preferred Security and

Northwestern Capital Financing II
July 12, 1999
Page 3

the payment for the Preferred Security acquired by it, in accordance
with the Declaration and the Registration Statement, and (vii) that
the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Declaration and the Registration
Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have
not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations
relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have
considered necessary or appropriate, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of
the opinion that:

1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.

2. The Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the
Trust.

3. The Preferred Security Holders, as beneficial owners of the
Trust, will 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. We note
that the Preferred Security Holders may be obligated to make payments
as set forth in the Declaration.

We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading
"Legal Opinions" in the Prospectus. In giving the foregoing consents,
we do not thereby admit that we come within the category of Persons
whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. Except as stated above, without our
prior written consent, this opinion may not be furnished or quoted to,
or relied upon by, any other Person for any purpose.

Very truly yours,

/s/ Richard, Layton & Finger

BJK/

EXHIBIT 5(b)(2)
---------------

[Letterhead of Richards, Layton & Finger, P.A.]

July 12, 1999

Northwestern Capital Financing III
c/o Northwestern Corporation
33 Third Street S.E.
Huron, South Dakota 57350-1318

Re: Northwestern Capital Financing III
----------------------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Northwestern
Corporation, a Delaware corporation (the "Company"), and Northwestern
Capital Financing III, a Delaware business trust (formerly known as
NWPS Capital Financing III) (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being
furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of
originals or copies of the following:

(a) The Certificate of Trust of the Trust, dated June 19, 1995,
as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on June 19, 1995;

(b) The Restated Certificate of Trust of the Trust, dated as of
June 30, 1998 (the "Certificate"), as filed in the office of the
Secretary of State on July 1, 1998;

(c) The Declaration of Trust of the Trust, dated as of June 19,
1995 (the "Original Declaration"), among the Company and the trustees
of the Trust named therein;

(d) The First Amendment to the Original Declaration, dated as of
June 30, 1998, among the Company and the trustees of the Trust named
therein;

Northwestern Capital Financing III
July 12, 1999
Page 2

others as set forth therein with the Securities and Exchange
Commission on or about July 12, 1999;

(g) A Certificate of Good Standing for the Trust, dated July 12,
1999, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined
are used as defined in the Declaration.

Northwestern Capital Financing III
July 12, 1999
Page 3

1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.

Very truly yours,

/s/ Richards, Layton & Finger

BJK/

EXHIBIT 5(b)(3)
---------------

[Letterhead of Richards, Layton & Finger, P.A.]

July 12, 1999

Northwestern Capital Financing IV
c/o Northwestern Corporation
33 Third Street S.E.
Huron, South Dakota 57350-1318

Re: Northwestern Capital Financing IV
---------------------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Northwestern
Corporation, a Delaware corporation (the "Company"), and Northwestern
Capital Financing IV, a Delaware business trust (the "Trust"), in
connection with the matters set forth herein. At your request, this
opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of
originals or copies of the following:

(a) The Certificate of Trust of the Trust, dated July 9, 1999
(the "Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on July 9, 1999;

(b) The Declaration of Trust of the Trust, dated as of July 9,
1999, among the Company and the trustees of the Trust named therein;

(c) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the Preferred Securities of the Trust representing
preferred undivided beneficial interests in the assets of the Trust
(each, a "Preferred Security" and collectively, the "Preferred
Securities"), as proposed to be filed by the Company, the Trust and
others as set forth therein with the Securities and Exchange
Commission on or about July 12, 1999;

(d) A form of Amended and Restated Declaration of Trust of the
Trust, to be entered into among the Company, as sponsor, the trustees
of the Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust (including
Exhibit A and Annexes I and II thereto) (the "Declaration"), attached
as an exhibit to the Registration Statement; and

Northwestern Capital Financing IV
July 12, 1999
Page 2

(e) A Certificate of Good Standing for the Trust, dated July 12,
1999, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined
are used as defined in the Declaration.

For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the
documents listed in paragraphs (a) through (e) above) that is referred
to in or incorporated by reference into the documents reviewed by us.
We have assumed that there exists no provision in any document that we
have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the
statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have

Northwestern Capital Financing IV
July 12, 1999
Page 3

not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations
relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.

Very truly yours,

/s/ Richards, Layton & Finger

BJK/

EXHIBIT 23(a)
-------------

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated
January 29, 1999, included or incorporated by reference in NorthWestern
Corporation's Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this registration statement.

/S/ ARTHUR ANDERSEN LLP
-----------------------------------
ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
July 12, 1999

EXHIBIT 25(a)
-------------

________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________

THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________

NORTHWESTERN CORPORATION
(Exact name of obligor as specified in its charter)

DELAWARE 46-0172280
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

33 THIRD ST. SE
HURON, SOUTH DAKOTA 57350-1605
(Address of principal executive offices) (Zip Code)
_______________________________________

DEBT SECURITIES
(Title of the indenture securities)

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising
authority to which it is subject.

New York State Banking Department, State House, Albany, New
York 12110.

Board of Governors of the Federal Reserve System,
Washington, D.C., 20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C.,
20429.

(b) Whether it is authorized to exercise corporate trust
powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each
such affiliation.

None.

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

1. A copy of the Articles of Association of the Trustee as
now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31, 1977,
December 31, 1980, September 9, 1982, February 28, 1985, December 2,
1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection
with Registration Statement No. 333-06249, which is incorporated by
reference).

2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration Statement
No. 333-76439, which is incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of Chemical
Bank and The Chase Manhattan Bank (National Association), Chemical
Bank, the surviving corporation, was renamed The Chase Manhattan
Bank).

7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or
examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation organized
and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York
and State of New York, on the 8th day of July, 1999.

THE CHASE MANHATTAN BANK

By /s/ Ronald J. Halleran
--------------------------
Ronald J. Halleran
Assistant Vice President

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business March 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
----- --------------
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances
and currency and coin . . . . . . . . . . . . . . . . . . 15,364

Interest-bearing balances . . . . . . . . . . . . . . . . . 3,811
Securities: . . . . . . . . . . . . . . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . . . . . . . 1,084
Available for sale securities . . . . . . . . . . . . . . . . . 49,894
Federal funds sold and securities purchased under
agreements to resell . . . . . . . . . . . . . . . . . . . . 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . $131,839
Less: Allowance for loan and lease losses . . . . 2,642

Less: Allocated transfer risk reserve . . . . . 0
--------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . . . . . 129,197
Trading Assets . . . . . . . . . . . . . . . . . . . . . . . . 45,483
Premises and fixed assets (including capitalized 3,124
leases) . . . . . . . . . . . . . . . . . . . . . . . . . .
Other real estate owned . . . . . . . . . . . . . . . . . . . . 242

Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . . . . . 171
Customers liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . . . . . 974
Intangible assets . . . . . . . . . . . . . . . . . . . . . . 2,017
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . 12,477
--------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . $291,476
========

LIABILITIES
Deposits
In domestic offices . . . . . . . . . . . . . . . . . . . . $102,273

Noninterest-bearing . . . . . . . . . . . . . $39,135
Interest-bearing . . . . . . . . . . . . . . 63,138
In foreign offices, Edge and Agreement,
subsidiaries and IBF's . . . . . . . . . . . . . . . . . . 74,586
Noninterest-bearing . . . . . . . . . . . . . . . $ 4,221
Interest-bearing . . . . . . . . . . . . . . . . 70,365

Federal funds purchased and securities sold under
agreements to repurchase . . . . . . . . . . . . . . . . . . 41,039
Demand notes issued to the U.S. Treasury . . . . . . . . . . . 1,000

Trading liabilities . . . . . . . . . . . . . . . . . . . . . . 32,929

Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less . . . . . . . 4,353
With a remaining maturity of more than one year 14
through three years . . . . . . . . . . . . . . . . . . .
With a remaining maturity of more than three years . . . . . 92
Bank's liability on acceptances executed and outstanding . . . 974
Subordinated notes and debentures . . . . . . . . . . . . . . . 5,427

Other liabilities . . . . . . . . . . . . . . . . . . . . . . . 9,684

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . 272,371
-------

EQUITY CAPITAL
Perpetual preferred stock and related surplus . . . . . . . . . 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . 1,211
Surplus (exclude all surplus related to preferred stock) . . . 11,016
Undivided profits and capital reserves . . . . . . . . . . . . 7,040

Net unrealized holding gains (losses) (179)
on available-for-sale securities . . . . . . . . . . . . . .
Accumulated net gains (losses) on cash flow hedges . . . . . . 0
Cumulative foreign currency translation adjustments . . . . . . 17
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . 19,105
--------

TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . . . . . . . $291,476
========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my knowledge and
belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us, and
to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.

WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )

</TABLE>

EXHIBIT 25(b)
-------------

Registration No.
______________________________________________________________________
______________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) _X_

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)

NORTHWESTERN CORPORATION
NORTHWESTERN CAPITAL FINANCING II
(Exact name of obligor as specified in its charter)

Delaware 46-0172280
Delaware Applied For
State of incorporation) (I.R.S. employer identification no.)

125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
(Address of principal executive offices) (Zip Code)

Preferred Securities of NorthWestern Capital Financing II
(Title of the indenture securities)
______________________________________________________________________
______________________________________________________________________

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising
authority to which it is subject.

Federal Deposit Insurance Co. State Bank
Commissioner Dover, Delaware
Five Penn Center
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust
powers.

The trustee is authorized to exercise corporate trust
powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of
the trustee and upon information furnished by the obligor,
the obligor is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement
of Eligibility and Qualification.

A. Copy of the Charter of Wilmington Trust Company, which
includes the certificate of authority of Wilmington
Trust Company to commence business and the
authorization of Wilmington Trust Company to exercise
corporate trust powers.
B. Copy of By-Laws of Wilmington Trust Company.
C. Consent of Wilmington Trust Company required by Section
321(b) of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington
Trust Company.

Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, Wilmington Trust Company, a corporation
organized and existing under the laws of Delaware, has duly caused
this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Wilmington
and State of Delaware on the 10th day of July, 1999.

WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Patricia A. Evans By: /s/ Donald G. MacKelcan
------------------------- ---------------------------
Assistant Secretary Name: Donald G. MacKelcan
Title: Vice President

EXHIBIT A

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

AMENDED CHARTER

ACT OF INCORPORATION

WILMINGTON TRUST COMPANY

WILMINGTON TRUST COMPANY, originally incorporated by an Act of
the General Assembly of the State of Delaware, entitled "An Act to
Incorporate the Delaware Guarantee and Trust Company", approved March
2, A.D. 1901, and the name of which company was changed to "Wilmington
Trust Company" by an amendment filed in the Office of the Secretary of
State on March 18, A.D. 1903, and the Charter or Act of Incorporation
of which company has been from time to time amended and changed by
merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend
its Charter or Act of Incorporation so that the same as so altered and
amended shall in its entirety read as follows:

FIRST: - The name of this corporation is WILMINGTON TRUST
COMPANY.

SECOND: - The location of its principal office in the State of
Delaware is at Rodney Square North, in the City of Wilmington,
County of New Castle; the name of its resident agent is
WILMINGTON TRUST COMPANY whose address is Rodney Square North, in
said City. In addition to such principal office, the said
corporation maintains and operates branch offices in the City of
Newark, New Castle County, Delaware, the Town of Newport, New
Castle County, Delaware, at Claymont, New Castle County,
Delaware, at Greenville, New Castle County Delaware, and at
Milford Cross Roads, New Castle County, Delaware, and shall be
empowered to open, maintain and operate branch offices at Ninth
and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and
3605 Market Street, all in the City of Wilmington, New Castle
County, Delaware, and such other branch offices or places of
business as may be authorized from time to time by the agency or
agencies of the government of the State of Delaware empowered to
confer such authority.

THIRD: - (a) The nature of the business and the objects and
purposes proposed to be transacted, promoted or carried on by
this Corporation are to do any or all of the things herein
mentioned as fully and to the same extent as natural persons
might or could do and in any part of the world, viz.:

(1) To sue and be sued, complain and defend in any Court of
law or equity and to make and use a common seal, and alter
the seal at pleasure, to hold, purchase, convey, mortgage or
otherwise deal in real and personal estate and property, and
to appoint such officers and agents as the business of the

Corporation shall require, to make by-laws not inconsistent
with the Constitution or laws of the United States or of
this State, to discount bills, notes or other evidences of
debt, to receive deposits of money, or securities for money,
to buy gold and silver bullion and foreign coins, to buy and
sell bills of exchange, and generally to use, exercise and
enjoy all the powers, rights, privileges and franchises
incident to a corporation which are proper or necessary for
the transaction of the business of the Corporation hereby
created.

(2) To insure titles to real and personal property, or any
estate or interests therein, and to guarantee the holder of
such property, real or personal, against any claim or
claims, adverse to his interest therein, and to prepare and
give certificates of title for any lands or premises in the
State of Delaware, or elsewhere.

(3) To act as factor, agent, broker or attorney in the
receipt, collection, custody, investment and management of
funds, and the purchase, sale, management and disposal of
property of all descriptions, and to prepare and execute all
papers which may be necessary or proper in such business.

(4) To prepare and draw agreements, contracts, deeds,
leases, conveyances, mortgages, bonds and legal papers of
every description, and to carry on the business of
conveyancing in all its branches.

(5) To receive upon deposit for safekeeping money, jewelry,
plate, deeds, bonds and any and all other personal property
of every sort and kind, from executors, administrators,
guardians, public officers, courts, receivers, assignees,
trustees, and from all fiduciaries, and from all other
persons and individuals, and from all corporations whether
state, municipal, corporate or private, and to rent boxes,
safes, vaults and other receptacles for such property.

(6) To act as agent or otherwise for the purpose of
registering, issuing, certificating, countersigning,
transferring or underwriting the stock, bonds or other
obligations of any corporation, association, state or
municipality, and may receive and manage any sinking fund
therefor on such terms as may be agreed upon between the two
parties, and in like manner may act as Treasurer of any
corporation or municipality.

(7) To act as Trustee under any deed of trust, mortgage,
bond or other instrument issued by any state, municipality,
body politic, corporation, association or person, either
alone or in conjunction with any other person or persons,
corporation or corporations.

(8) To guarantee the validity, performance or effect of any
contract or agreement, and the fidelity of persons holding
places of responsibility or trust; to become surety for any
person, or persons, for the faithful performance of any
trust, office, duty, contract or agreement, either by itself
or in conjunction with any other person, or persons,
corporation, or corporations, or in like manner become
surety upon any bond, recognizance, obligation, judgment,
suit, order, or decree to be entered in any court of record
within the State of Delaware or elsewhere, or which may now
or hereafter be required by any law, judge, officer or court
in the State of Delaware or elsewhere.

(9) To act by any and every method of appointment as
trustee, trustee in bankruptcy, receiver, assignee, assignee
in bankruptcy, executor, administrator, guardian, bailee, or
in any other trust capacity in the receiving, holding,
managing, and disposing of any and all estates and property,
real, personal or mixed, and to be appointed as such
trustee, trustee in bankruptcy, receiver, assignee, assignee
in bankruptcy, executor, administrator, guardian or bailee
by any persons, corporations, court, officer, or authority,
in the State of Delaware or elsewhere; and whenever this
Corporation is so appointed by any person, corporation,
court, officer or authority such trustee, trustee in
bankruptcy, receiver, assignee, assignee in bankruptcy,
executor, administrator, guardian, bailee, or in any other
trust capacity, it shall not be required to give bond with
surety, but its capital stock shall be taken and held as
security for the performance of the duties devolving upon it
by such appointment.

(10) And for its care, management and trouble, and the
exercise of any of its powers hereby given, or for the
performance of any of the duties which it may undertake or
be called upon to perform, or for the assumption of any
responsibility the said Corporation may be entitled to
receive a proper compensation.

(11) To purchase, receive, hold and own bonds, mortgages,
debentures, shares of capital stock, and other securities,
obligations, contracts and evidences of indebtedness, of any
private, public or municipal corporation within and without
the State of Delaware, or of the Government of the United
States, or of any state, territory, colony, or possession
thereof, or of any foreign government or country; to
receive, collect, receipt for, and dispose of interest,
dividends and income upon and from any of the bonds,
mortgages, debentures, notes, shares of capital stock,
securities, obligations, contracts, evidences of
indebtedness and other property held and owned by it, and to
exercise in respect of all such bonds, mortgages,

debentures, notes, shares of capital stock, securities,
obligations, contracts, evidences of indebtedness and other
property, any and all the rights, powers and privileges of
individual owners thereof, including the right to vote
thereon; to invest and deal in and with any of the moneys of
the Corporation upon such securities and in such manner as
it may think fit and proper, and from time to time to vary
or realize such investments; to issue bonds and secure the
same by pledges or deeds of trust or mortgages of or upon
the whole or any part of the property held or owned by the
Corporation, and to sell and pledge such bonds, as and when
the Board of Directors shall determine, and in the promotion
of its said corporate business of investment and to the
extent authorized by law, to lease, purchase, hold, sell,
assign, transfer, pledge, mortgage and convey real and
personal property of any name and nature and any estate or
interest therein.

(b) In furtherance of, and not in limitation, of the powers
conferred by the laws of the State of Delaware, it is hereby
expressly provided that the said Corporation shall also have the
following powers:

(1) To do any or all of the things herein set forth, to the
same extent as natural persons might or could do, and in any
part of the world.

(2) To acquire the good will, rights, property and
franchises and to undertake the whole or any part of the
assets and liabilities of any person, firm, association or
corporation, and to pay for the same in cash, stock of this
Corporation, bonds or otherwise; to hold or in any manner to
dispose of the whole or any part of the property so
purchased; to conduct in any lawful manner the whole or any
part of any business so acquired, and to exercise all the
powers necessary or convenient in and about the conduct and
management of such business.

(3) To take, hold, own, deal in, mortgage or otherwise
lien, and to lease, sell, exchange, transfer, or in any
manner whatever dispose of property, real, personal or
mixed, wherever situated.

(4) To enter into, make, perform and carry out contracts of
every kind with any person, firm, association or
corporation, and, without limit as to amount, to draw, make,
accept, endorse, discount, execute and issue promissory
notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable
instruments.

(5) To have one or more offices, to carry on all or any of

its operations and businesses, without restriction to the
same extent as natural persons might or could do, to
purchase or otherwise acquire, to hold, own, to mortgage,
sell, convey or otherwise dispose of, real and personal
property, of every class and description, in any State,
District, Territory or Colony of the United States, and in
any foreign country or place.

(6) It is the intention that the objects, purposes and
powers specified and clauses contained in this paragraph
shall (except where otherwise expressed in said paragraph)
be nowise limited or restricted by reference to or inference
from the terms of any other clause of this or any other
paragraph in this charter, but that the objects, purposes
and powers specified in each of the clauses of this
paragraph shall be regarded as independent objects, purposes
and powers.

FOURTH: - (a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is forty-one
million (41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par
value $10.00 per share (hereinafter referred to as
"Preferred Stock"); and

(2) Forty million (40,000,000) shares of Common Stock, par
value $1.00 per share (hereinafter referred to as "Common
Stock").

(b) Shares of Preferred Stock may be issued from time to time in
one or more series as may from time to time be determined by the
Board of Directors each of said series to be distinctly
designated. All shares of any one series of Preferred Stock
shall be alike in every particular, except that there may be
different dates from which dividends, if any, thereon shall be
cumulative, if made cumulative. The voting powers and the
preferences and relative, participating, optional and other
special rights of each such series, and the qualifications,
limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding; and,
subject to the provisions of subparagraph 1 of Paragraph (c) of
this Article FOURTH, the Board of Directors of the Corporation is
hereby expressly granted authority to fix by resolution or
resolutions adopted prior to the issuance of any shares of a
particular series of Preferred Stock, the voting powers and the
designations, preferences and relative, optional and other
special rights, and the qualifications, limitations and
restrictions of such series, including, but without limiting the
generality of the foregoing, the following:

(1) The distinctive designation of, and the number of

shares of Preferred Stock which shall constitute such
series, which number may be increased (except where
otherwise provided by the Board of Directors) or decreased
(but not below the number of shares thereof then
outstanding) from time to time by like action of the Board
of Directors;

(2) The rate and times at which, and the terms and
conditions on which, dividends, if any, on Preferred Stock
of such series shall be paid, the extent of the preference
or relation, if any, of such dividends to the dividends
payable on any other class or classes, or series of the same
or other class of stock and whether such dividends shall be
cumulative or non-cumulative;

(3) The right, if any, of the holders of Preferred Stock of
such series to convert the same into or exchange the same
for, shares of any other class or classes or of any series
of the same or any other class or classes of stock of the
Corporation and the terms and conditions of such conversion
or exchange;

(4) Whether or not Preferred Stock of such series shall be
subject to redemption, and the redemption price or prices
and the time or times at which, and the terms and conditions
on which, Preferred Stock of such series may be redeemed.

(5) The rights, if any, of the holders of Preferred Stock
of such series upon the voluntary or involuntary
liquidation, merger, consolidation, distribution or sale of
assets, dissolution or winding-up, of the Corporation.

(6) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of
such series; and

(7) The voting powers, if any, of the holders of such
series of Preferred Stock which may, without limiting the
generality of the foregoing include the right, voting as a
series or by itself or together with other series of
Preferred Stock or all series of Preferred Stock as a class,
to elect one or more directors of the Corporation if there
shall have been a default in the payment of dividends on any
one or more series of Preferred Stock or under such
circumstances and on such conditions as the Board of
Directors may determine.

(c) (1) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the
provisions of section (b) of this Article FOURTH), if any, shall
have been met and after the Corporation shall have complied with
all the requirements, if any, with respect to the setting aside

of sums as sinking funds or redemption or purchase accounts
(fixed in accordance with the provisions of section (b) of this
Article FOURTH), and subject further to any conditions which may
be fixed in accordance with the provisions of section (b) of this
Article FOURTH, then and not otherwise the holders of Common
Stock shall be entitled to receive such dividends as may be
declared from time to time by the Board of Directors.

(2) After distribution in full of the preferential amount,
if any, (fixed in accordance with the provisions of section
(b) of this Article FOURTH), to be distributed to the
holders of Preferred Stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets,
dissolution or winding-up, of the Corporation, the holders
of the Common Stock shall be entitled to receive all of the
remaining assets of the Corporation, tangible and
intangible, of whatever kind available for distribution to
stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively.

(3) Except as may otherwise be required by law or by the
provisions of such resolution or resolutions as may be
adopted by the Board of Directors pursuant to section (b) of
this Article FOURTH, each holder of Common Stock shall have
one vote in respect of each share of Common Stock held on
all matters voted upon by the stockholders.

(d) No holder of any of the shares of any class or series of
stock or of options, warrants or other rights to purchase shares
of any class or series of stock or of other securities of the
Corporation shall have any preemptive right to purchase or
subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason
of any increase of the authorized capital stock of the
Corporation of any class or series, or bonds, certificates of
indebtedness, debentures or other securities convertible into or
exchangeable for stock of the Corporation of any class or series,
or carrying any right to purchase stock of any class or series,
but any such unissued stock, additional authorized issue of
shares of any class or series of stock or securities convertible
into or exchangeable for stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of
the Board of Directors to such persons, firms, corporations or
associations, whether such holders or others, and upon such terms
as may be deemed advisable by the Board of Directors in the
exercise of its sole discretion.

(e) The relative powers, preferences and rights of each series
of Preferred Stock in relation to the relative powers,
preferences and rights of each other series of Preferred Stock
shall, in each case, be as fixed from time to time by the Board
of Directors in the resolution or resolutions adopted pursuant to

authority granted in section (b) of this Article FOURTH and the
consent, by class or series vote or otherwise, of the holders of
such of the series of Preferred Stock as are from time to time
outstanding shall not be required for the issuance by the Board
of Directors of any other series of Preferred Stock whether or
not the powers, preferences and rights of such other series shall
be fixed by the Board of Directors as senior to, or on a parity
with, the powers, preferences and rights of such outstanding
series, or any of them; provided, however, that the Board of
Directors may provide in the resolution or resolutions as to any
series of Preferred Stock adopted pursuant to section (b) of this
Article FOURTH that the consent of the holders of a majority (or
such greater proportion as shall be therein fixed) of the
outstanding shares of such series voting thereon shall be
required for the issuance of any or all other series of Preferred
Stock.

(f) Subject to the provisions of section (e), shares of any
series of Preferred Stock may be issued from time to time as the
Board of Directors of the Corporation shall determine and on such
terms and for such consideration as shall be fixed by the Board
of Directors.

(g) Shares of Common Stock may be issued from time to time as
the Board of Directors of the Corporation shall determine and on
such terms and for such consideration as shall be fixed by the
Board of Directors.

(h) The authorized amount of shares of Common Stock and of
Preferred Stock may, without a class or series vote, be increased
or decreased from time to time by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to
vote thereon.

FIFTH: - (a) The business and affairs of the Corporation shall
be conducted and managed by a Board of Directors. The number of
directors constituting the entire Board shall be not less than
five nor more than twenty-five as fixed from time to time by vote
of a majority of the whole Board, provided, however, that the
number of directors shall not be reduced so as to shorten the
term of any director at the time in office, and provided further,
that the number of directors constituting the whole Board shall
be twenty-four until otherwise fixed by a majority of the whole
Board.

(b) The Board of Directors shall be divided into three classes,
as nearly equal in number as the then total number of directors
constituting the whole Board permits, with the term of office of
one class expiring each year. At the annual meeting of
stockholders in 1982, directors of the first class shall be
elected to hold office for a term expiring at the next succeeding
annual meeting, directors of the second class shall be elected to

hold office for a term expiring at the second succeeding annual
meeting and directors of the third class shall be elected to hold
office for a term expiring at the third succeeding annual
meeting. Any vacancies in the Board of Directors for any reason,
and any newly created directorships resulting from any increase
in the directors, may be filled by the Board of Directors, acting
by a majority of the directors then in office, although less than
a quorum, and any directors so chosen shall hold office until the
next annual election of directors. At such election, the
stockholders shall elect a successor to such director to hold
office until the next election of the class for which such
director shall have been chosen and until his successor shall be
elected and qualified. No decrease in the number of directors
shall shorten the term of any incumbent director.

(c) Notwithstanding any other provisions of this Charter or Act
of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be
specified by law, this Charter or Act of Incorporation or the By-
Laws of the Corporation), any director or the entire Board of
Directors of the Corporation may be removed at any time without
cause, but only by the affirmative vote of the holders of two-
thirds or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a
meeting of the stockholders called for that purpose.

(d) Nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for the
election of directors. Such nominations shall be made by notice
in writing, delivered or mailed by first class United States
mail, postage prepaid, to the Secretary of the Corporation not
less than 14 days nor more than 50 days prior to any meeting of
the stockholders called for the election of directors; provided,
however, that if less than 21 days' notice of the meeting is
given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Corporation not
later than the close of the seventh day following the day on
which notice of the meeting was mailed to stockholders. Notice
of nominations which are proposed by the Board of Directors shall
be given by the Chairman on behalf of the Board.

(e) Each notice under subsection (d) shall set forth (i) the
name, age, business address and, if known, residence address of
each nominee proposed in such notice, (ii) the principal
occupation or employment of such nominee and (iii) the number of
shares of stock of the Corporation which are beneficially owned
by each such nominee.

(f) The Chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure, and if he should

so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.

(g) No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the Corporation may
be taken without a meeting, and the power of stockholders to
consent in writing, without a meeting, to the taking of any
action is specifically denied.

SIXTH: - The Directors shall choose such officers, agent and
servants as may be provided in the By-Laws as they may from time
to time find necessary or proper.

SEVENTH: - The Corporation hereby created is hereby given the
same powers, rights and privileges as may be conferred upon
corporations organized under the Act entitled "An Act Providing a
General Corporation Law", approved March 10, 1899, as from time
to time amended.

EIGHTH: - This Act shall be deemed and taken to be a private Act.

NINTH: - This Corporation is to have perpetual existence.

TENTH: - The Board of Directors, by resolution passed by a
majority of the whole Board, may designate any of their number to
constitute an Executive Committee, which Committee, to the extent
provided in said resolution, or in the By-Laws of the Company,
shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the
Corporation, and shall have power to authorize the seal of the
Corporation to be affixed to all papers which may require it.

ELEVENTH: - The private property of the stockholders shall not be
liable for the payment of corporate debts to any extent whatever.

TWELFTH: - The Corporation may transact business in any part of
the world.

THIRTEENTH: - The Board of Directors of the Corporation is
expressly authorized to make, alter or repeal the By-Laws of the
Corporation by a vote of the majority of the entire Board. The
stockholders may make, alter or repeal any By-Law whether or not
adopted by them, provided however, that any such additional By-
Laws, alterations or repeal may be adopted only by the
affirmative vote of the holders of two-thirds or more of the
outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors (considered for
this purpose as one class).

FOURTEENTH: - Meetings of the Directors may be held outside
of the State of Delaware at such places as may be from time to
time designated by the Board, and the Directors may keep the

books of the Company outside of the State of Delaware at such
places as may be from time to time designated by them.

FIFTEENTH: - (a) (1) In addition to any affirmative vote
required by law, and except as otherwise expressly provided in
sections (b) and (c) of this Article FIFTEENTH:

(A) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with or into (i) any
Interested Stockholder (as hereinafter defined) or (ii) any
other corporation (whether or not itself an Interested
Stockholder), which, after such merger or consolidation,
would be an Affiliate (as hereinafter defined) of an
Interested Stockholder, or

(B) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of
related transactions) to or with any Interested Stockholder
or any Affiliate of any Interested Stockholder of any assets
of the Corporation or any Subsidiary having an aggregate
fair market value of $1,000,000 or more, or

(C) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of related
transactions) of any securities of the Corporation or any
Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities
or other property (or a combination thereof) having an
aggregate fair market value of $1,000,000 or more, or

(D) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation, or

(E) any reclassification of securities (including any
reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any similar
transaction (whether or not with or into or otherwise
involving an Interested Stockholder) which has the effect,
directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested
Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-
thirds of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, considered
for the purpose of this Article FIFTEENTH as one class ("Voting
Shares"). Such affirmative vote shall be required notwithstanding the
fact that no vote may be required, or that some lesser percentage may
be specified, by law or in any agreement with any national securities
exchange or otherwise.

(2) The term "business combination" as used in this
Article FIFTEENTH shall mean any transaction which is
referred to any one or more of clauses (A) through (E)
of paragraph 1 of the section (a).

(b) The provisions of section (a) of this Article FIFTEENTH
shall not be applicable to any particular business
combination and such business combination shall require only
such affirmative vote as is required by law and any other
provisions of the Charter or Act of Incorporation of By-Laws
if such business combination has been approved by a majority
of the whole Board.

(1) A "person" shall mean any individual firm, corporation or
other entity.

(2) "Interested Stockholder" shall mean, in respect of any
business combination, any person (other than the Corporation or
any Subsidiary) who or which as of the record date for the
determination of stockholders entitled to notice of and to vote
on such business combination, or immediately prior to the
consummation of any such transaction:

(A) is the beneficial owner, directly or indirectly, of
more than 10% of the Voting Shares, or

(B) is an Affiliate of the Corporation and at any time
within two years prior thereto was the beneficial owner,
directly or indirectly, of not less than 10% of the then
outstanding voting Shares, or

(C) is an assignee of or has otherwise succeeded in any
share of capital stock of the Corporation which were at any
time within two years prior thereto beneficially owned by
any Interested Stockholder, and such assignment or
succession shall have occurred in the course of a
transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.

(3) A person shall be the "beneficial owner" of any Voting
Shares:

(A) which such person or any of its Affiliates and
Associates (as hereafter defined) beneficially own, directly
or indirectly, or

(B) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right

is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (ii)
the right to vote pursuant to any agreement, arrangement or
understanding, or

(C) which are beneficially owned, directly or indirectly,
by any other person with which such first mentioned person
or any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock
of the Corporation.

(4) The outstanding Voting Shares shall include shares deemed
owned through application of paragraph (3) above but shall not
include any other Voting Shares which may be issuable pursuant to
any agreement, or upon exercise of conversion rights, warrants or
options or otherwise.

(5) "Affiliate" and "Associate" shall have the respective
meanings given those terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in
effect on December 31, 1981.

(6) "Subsidiary" shall mean any corporation of which a majority
of any class of equity security (as defined in Rule 3a11-1 of the
General Rules and Regulations under the Securities Exchange Act
of 1934, as in effect in December 31, 1981) is owned, directly or
indirectly, by the Corporation; provided, however, that for the
purposes of the definition of Investment Stockholder set forth in
paragraph (2) of this section (c), the term "Subsidiary" shall
mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the
Corporation.

(d) majority of the directors shall have the power and duty
to determine for the purposes of this Article FIFTEENTH on
the basis of information known to them, (1) the number of
Voting Shares beneficially owned by any person (2) whether a
person is an Affiliate or Associate of another, (3) whether
a person has an agreement, arrangement or understanding with
another as to the matters referred to in paragraph (3) of
section (c), or (4) whether the assets subject to any
business combination or the consideration received for the
issuance or transfer of securities by the Corporation, or
any Subsidiary has an aggregate fair market value of
$1,000,000 or more.

(e) Nothing contained in this Article FIFTEENTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

SIXTEENTH: Notwithstanding any other provision of this Charter
or Act of Incorporation or the By-Laws of the Corporation (and in
addition to any other vote that may be required by law, this
Charter or Act of Incorporation by the By-Laws), the affirmative
vote of the holders of at least two-thirds of the outstanding
shares of the capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this
purpose as one class) shall be required to amend, alter or repeal
any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or
SIXTEENTH of this Charter or Act of Incorporation.

SEVENTEENTH: (a) a Director of this Corporation shall not be
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except to the
extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Laws as the same
exists or may hereafter be amended.

(b) Any repeal or modification of the foregoing paragraph
shall not adversely affect any right or protection of a
Director of the Corporation existing hereunder with respect
to any act or omission occurring prior to the time of such
repeal or modification."

EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on January 16, 1997

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 1. The Annual Meeting of Stockholders shall be held on
the third Thursday in April each year at the principal office at the
Company or at such other date, time, or place as may be designated by
resolution by the Board of Directors.

Section 2. Special meetings of all stockholders may be called at
any time by the Board of Directors, the Chairman of the Board or the
President.

Section 3. Notice of all meetings of the stockholders shall be
given by mailing to each stockholder at least ten (10) days before
said meeting, at his last known address, a written or printed notice
fixing the time and place of such meeting.

Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein
determined, shall constitute a quorum at all meetings of stockholders
for the transaction of any business, but the holders of a small number
of shares may adjourn, from time to time, without further notice,
until a quorum is secured. At each annual or special meeting of
stockholders, each stockholder shall be entitled to one vote, either
in person or by proxy, for each shares of stock registered in the
stockholder's name on the books of the Company on the record date for
any such meeting as determined herein.

ARTICLE II
DIRECTORS

Section 1. The number and classification of the Board of
Directors shall be as set forth in the Charter of the Bank.

Section 2. No person who has attained the age of seventy-two
(72) years shall be nominated for election to the Board of Directors
of the Company, provided, however, that this limitation shall not
apply to any person who was serving as director of the Company on
September 16, 1971.

Section 3. The class of Directors so elected shall hold office
for three years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be
managed and conducted by the Board of Directors.

Section 5. The Board of Directors shall meet at the principal
office of the Company or elsewhere in its discretion at such times to
be determined by a majority of its members, or at the call of the
Chairman of the Board of Directors or the President.

Section 6. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board of Directors or by the
President, and shall be called upon the written request of a majority
of the directors.

Section 7. A majority of the directors elected and qualified
shall be necessary to constitute a quorum for the transaction of
business at any meeting of the Board of Directors.

Section 8. Written notice shall be sent by mail to each director
of any special meeting of the Board of Directors, and of any change in
the time or place of any regular meeting, stating the time and place
of such meeting, which shall be mailed not less than two days before
the time of holding such meeting.

Section 9. In the event of the death, resignation, removal,
inability to act, or disqualification of any director, the Board of
Directors, although less than a quorum, shall have the right to elect
the successor who shall hold office for the remainder of the full term
of the class of directors in which the vacancy occurred, and until
such director's successor shall have been duly elected and qualified.

Section 10. The Board of Directors at its first meeting after
its election by the stockholders shall appoint an Executive Committee,
a Trust Committee, an Audit Committee and a Compensation Committee,
and shall elect from its own members a Chairman of the Board of
Directors and a President who may be the same person. The Board of
Directors shall also elect at such meeting a Secretary and a
Treasurer, who may be the same person, may appoint at any time such
other committees and elect or appoint such other officers as it may
deem advisable. The Board of Directors may also elect at such meeting
one or more Associate Directors.

Section 11. The Board of Directors may at any time remove, with
or without cause, any member of any Committee appointed by it or any
associate director or officer elected by it and may appoint or elect
his successor.

Section 12. The Board of Directors may designate an officer to
be in charge of such of the departments or division of the Company as
it may deem advisable.

ARTICLE III
COMMITTEES

Section 1. Executive Committee

(A) The Executive Committee shall be composed of not
more than nine members who shall be selected by the Board of Directors
from its own members and who shall hold office during the pleasure of
the Board.

(B) The Executive Committee shall have all the
powers of the Board of Directors when it is not in session to transact
all business for and in behalf of the Company that may be brought
before it.

(C) The Executive Committee shall meet at the
principal office of the Company or elsewhere in its discretion at such
times to be determined by a majority of its members, or at the call of
the Chairman of the Executive Committee or at the call of the Chairman
of the Board of Directors. The majority of its members shall be
necessary to constitute a quorum for the transaction of business.
Special meetings of the Executive Committee may be held at any time
when a quorum is present.

(D) Minutes of each meeting of the Executive
Committee shall be kept and submitted to the Board of Directors at its
next meeting.

(E) The Executive Committee shall advise and
superintend all investments that may be made of the funds of the
Company, and shall direct the disposal of the same, in accordance with
such rules and regulations as the Board of Directors from time to time
make.

(F) In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the
affairs and business of the Company by its directors and officers as
contemplated by these By-Laws any two available members of the
Executive Committee as constituted immediately prior to such disaster
shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than
three members of the Trust Committee is constituted immediately prior
to such disaster shall be available for the transaction of its
business, such Executive Committee shall also be empowered to exercise
all of the powers reserved to the Trust Committee under Article III
Section 2 hereof. In the event of the unavailability, at such time,
of a minimum of two members of such Executive Committee, any three
available directors shall constitute the Executive Committee for the
full conduct and management of the affairs and business of the Company
in accordance with the foregoing provisions of this Section. This By-
Law shall be subject to implementation by Resolutions of the Board of

Directors presently existing or hereafter passed from time to time for
that purpose, and any provisions of these By-Laws (other than this
Section) and any resolutions which are contrary to the provisions of
this Section or to the provisions of any such implementary Resolutions
shall be suspended during such a disaster period until it shall be
determined by any interim Executive Committee acting under this
section that it shall be to the advantage of the Company to resume the
conduct and management of its affairs and business under all of the
other provisions of these By-Laws.

Section 2. Trust Committee

(A) The Trust Committee shall be composed of not
more than thirteen members who shall be selected by the Board of
Directors, a majority of whom shall be members of the Board of
Directors and who shall hold office during the pleasure of the Board.

(B) The Trust Committee shall have general
supervision over the Trust Department and the investment of trust
funds, in all matters, however, being subject to the approval of the
Board of Directors.

(C) The Trust Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to
be determined by a majority of its members or at the call of its
chairman. A majority of its members shall be necessary to constitute
a quorum for the transaction of business.

(D) Minutes of each meeting of the Trust Committee
shall be kept and promptly submitted to the Board of Directors.

(E) The Trust Committee shall have the power to
appoint Committees and/or designate officers or employees of the
Company to whom supervision over the investment of trust funds may be
delegated when the Trust Committee is not in session.

Section 3. Audit Committee

(A) The Audit Committee shall be composed of five
members who shall be selected by the Board of Directors from its own
members, none of whom shall be an officer of the Company, and shall
hold office at the pleasure of the Board.

(B) The Audit Committee shall have general
supervision over the Audit Division in all matters however subject to
the approval of the Board of Directors; it shall consider all matters
brought to its attention by the officer in charge of the Audit
Division, review all reports of examination of the Company made by any
governmental agency or such independent auditor employed for that
purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to
auditing the Company as it shall deem desirable.

(C) The Audit Committee shall meet whenever and
wherever the majority of its members shall deem it to be proper for
the transaction of its business, and a majority of its Committee shall
constitute a quorum.

Section 4. Compensation Committee

(A) The Compensation Committee shall be composed of
not more than five (5) members who shall be selected by the Board of
Directors from its own members who are not officers of the Company and
who shall hold office during the pleasure of the Board.

(B) The Compensation Committee shall in general
advise upon all matters of policy concerning the Company brought to
its attention by the management and from time to time review the
management of the Company, major organizational matters, including
salaries and employee benefits and specifically shall administer the
Executive Incentive Compensation Plan.

(C) Meetings of the Compensation Committee may be
called at any time by the Chairman of the Compensation Committee, the
Chairman of the Board of Directors, or the President of the Company.

Section 5. Associate Directors

(A) Any person who has served as a director may be
elected by the Board of Directors as an associate director, to serve
during the pleasure of the Board.

(B) An associate director shall be entitled to
attend all directors meetings and participate in the discussion of all
matters brought to the Board, with the exception that he would have no
right to vote. An associate director will be eligible for appointment
to Committees of the Company, with the exception of the Executive
Committee, Audit Committee and Compensation Committee, which must be
comprised solely of active directors.

Section 6. Absence or Disqualification of Any Member of a
Committee

(A) In the absence or disqualification of any member
of any Committee created under Article III of the By-Laws of this
Company, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absence or
disqualified member.

ARTICLE IV
OFFICERS

Section 1. The Chairman of the Board of Directors shall preside
at all meetings of the Board and shall have such further authority and
powers and shall perform such duties as the Board of Directors may
from time to time confer and direct. He shall also exercise such
powers and perform such duties as may from time to time be agreed upon
between himself and the President of the Company.

Section 2. THE VICE CHAIRMAN OF THE BOARD. The Vice Chairman of
the Board of Directors shall preside at all meetings of the Board of
Directors at which the Chairman of the Board shall not be present and
shall have such further authority and powers and shall perform such
duties as the Board of Directors or the Chairman of the Board may from
time to time confer and direct.

Section 3. The President shall have the powers and duties
pertaining to the office of the President conferred or imposed upon
him by statute or assigned to him by the Board of Directors in the
absence of the Chairman of the Board the President shall have the
powers and duties of the Chairman of the Board.

Section 4. The Chairman of the Board of Directors or the
President as designated by the Board of Directors, shall carry into
effect all legal directions of the Executive Committee and of the
Board of Directors, and shall at all times exercise general
supervision over the interest, affairs and operations of the Company
and perform all duties incident to his office.

Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all
the duties of the Chairman of the Board of Directors and/or the
President and such other powers and duties as may from time to time be
assigned to them by the Board of Directors, the Executive Committee,
the Chairman of the Board or the President and by the officer in
charge of the department or division to which they are assigned.

Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as
the Committees thereof, to the keeping of accurate minutes of all such
meetings and to recording the same in the minute books of the Company.
In addition to the other notice requirements of these By-Laws and as
may be practicable under the circumstances, all such notices shall be
in writing and mailed well in advance of the scheduled date of any
other meeting. He shall have custody of the corporate seal and shall
affix the same to any documents requiring such corporate seal and to
attest the same.

Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and
responsible for all monies, funds and valuables of the Company and for

the keeping of proper records of the evidence of property or
indebtedness and of all the transactions of the Company. He shall
have general supervision of the expenditures of the Company and shall
report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be
assigned to him from time to time by the Board of Directors of the
Executive Committee.

Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including
accounting, and shall render to the Board of Directors at appropriate
times a report relating to the general condition and internal
operations of the Company.

There may be one or more subordinate accounting or controller
officers however denominated, who may perform the duties of the
Controller and such duties as may be prescribed by the Controller.

Section 9. The officer designated by the Board of Directors to
be in charge of the Audit Division of the Company with such title as
the Board of Directors shall prescribe, shall report to and be
directly responsible only to the Board of Directors.

There shall be an Auditor and there may be one or more Audit
Officers, however denominated, who may perform all the duties of the
Auditor and such duties as may be prescribed by the officer in charge
of the Audit Division.

Section 10. There may be one or more officers, subordinate in
rank to all Vice Presidents with such functional titles as shall be
determined from time to time by the Board of Directors, who shall ex
officio hold the office Assistant Secretary of this Company and who
may perform such duties as may be prescribed by the officer in charge
of the department or division to whom they are assigned.

Section 11. The powers and duties of all other officers of the
Company shall be those usually pertaining to their respective offices,
subject to the direction of the Board of Directors, the Executive
Committee, Chairman of the Board of Directors or the President and the
officer in charge of the department or division to which they are
assigned.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books
of the Company and a transfer book shall be kept in which all
transfers of stock shall be recorded.

Section 2. Certificate of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of

Directors and countersigned by the Secretary or Treasurer or an
Assistant Secretary, and the seal of the corporation shall be engraved
thereon. Each certificate shall recite that the stock represented
thereby is transferrable only upon the books of the Company by the
holder thereof or his attorney, upon surrender of the certificate
properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new
certificate or certificates shall be issued in lieu thereof.
Duplicate certificates of stock shall be issued only upon giving such
security as may be satisfactory to the Board of Directors or the
Executive Committee.

Section 3. The Board of Directors of the Company is authorized
to fix in advance a record date for the determination of the
stockholders entitled to notice of, and to vote at, any meeting of
stockholders and any adjournment thereof, or entitled to receive
payment of any dividend, or to any allotment or rights, or to exercise
any rights in respect of any change, conversion or exchange of capital
stock, or in connection with obtaining the consent of stockholders for
any purpose, which record date shall not be more than 60 nor less than
10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining such consent.

ARTICLE VI
SEAL

Section 1. The corporate seal of the Company shall be in the
following form:

Between two concentric circles the words
"Wilmington Trust Company" within the inner
circle the words "Wilmington, Delaware."

ARTICLE VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar
year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have
full power and authority to enter into, make, sign, execute,
acknowledge and/or deliver and the Secretary or any Assistant

Secretary shall have full power and authority to attest and affix the
corporate seal of the Company to any and all deeds, conveyances,
assignments, releases, contracts, agreements, bonds, notes, mortgages
and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in
any other fiduciary or representative capacity by any and every method
of appointment or by whatever person, corporation, court officer or
authority in the State of Delaware, or elsewhere, without any specific
authority, ratification, approval or confirmation by the Board of
Directors or the Executive Committee, and any and all such instruments
shall have the same force and validity as though expressly authorized
by the Board of Directors and/or the Executive Committee.

ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

Section 1. Directors and associate directors of the Company,
other than salaried officers of the Company, shall be paid such
reasonable honoraria or fees for attending meetings of the Board of
Directors as the Board of Directors may from time to time determine.
Directors and associate directors who serve as members of committees,
other than salaried employees of the Company, shall be paid such
reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors
and associate directors may be employed by the Company for such
special services as the Board of Directors may from time to time
determine and shall be paid for such special services so performed
reasonable compensation as may be determined by the Board of
Directors.

ARTICLE X
INDEMNIFICATION

Section 1. (A) The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact
that he, or a person for whom he is the legal representative, is or
was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer,
employee, fiduciary or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such
person. The Corporation shall indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was
authorized by the Board of Directors of the Corporation.

(B) The Corporation shall pay the expenses incurred
in defending any proceeding in advance of its final disposition,
PROVIDED, HOWEVER, that the payment of expenses incurred by a Director
officer in his capacity as a Director or officer in advance of the
final disposition of the proceeding shall be made only upon receipt of
an undertaking by the Director or officer to repay all amounts
advanced if it should be ultimately determined that the Director or
officer is not entitled to be indemnified under this Article or
otherwise.

(C) If a claim for indemnification or payment of
expenses, under this Article X is not paid in full within ninety days
after a written claim therefor has been received by the Corporation
the claimant may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification of payment of expenses under
applicable law.

(D) The rights conferred on any person by this
Article X shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the
Charter or Act of Incorporation, these By-Laws, agreement, vote of
stockholders or disinterested Directors or otherwise.

(E) Any repeal or modification of the foregoing
provisions of this Article X shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

Section 1. These By-Laws may be altered, amended or repealed, in
whole or in part, and any new By-Law or By-Laws adopted at any regular
or special meeting of the Board of Directors by a vote of the majority
of all the members of the Board of Directors then in office.

EXHIBIT C

SECTION 321(B) CONSENT

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of
examinations by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon requests therefor.

WILMINGTON TRUST COMPANY

Dated: July 10, 1999 By: /s/ Donald G. MacKelcan
---------------------------
Name: Donald G. MacKelcan
Title: Vice President

EXHIBIT D

NOTICE

This form is intended to assist state nonmember
banks and savings banks with state publication
requirements. It has not been approved by any
state banking authorities. Refer to your
appropriate state banking authorities for your
state publication requirements.

R E P O R T O F C O N D I T I O N

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON
---------------------------------------------- ----------------
Name of Bank City

in the State of DELAWARE, at the close of business on March 31, 1999.
--------
<TABLE>
<CAPTION>

ASSETS

Thousands of dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins . . . . . . . . . . . . . . . . . . . . . . . . 196,035
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,909
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,396,028
Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . 127,340
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 4,176,290
LESS: Allowance for loan and lease losses. . . . . . 68,543
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . . . . . . . . . 4,107,747
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . 139,843
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,055
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . . . . . . . . . 1,225
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,265
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,075
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,118,520

CONTINUED ON NEXT PAGE

LIABILITIES

Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,332,124
Noninterest-bearing . . . . . . . . 959,777
Interest-bearing. . . . . . . . . . 3,372,347
Federal funds purchased and Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . 432,395
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,906
Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ///////
With original maturity of one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715,000
With original maturity of more than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,311
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,644,736

EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,118
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408,053
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . 3,113
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473,784
Total liabilities, limited-life preferred stock, and equity capital . . . . . . . . . . . . . . . . . . . . 6,118,520

</TABLE>

EXHIBIT 25(c)
-------------

Registration No.
______________________________________________________________________
______________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) _X_

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)

NORTHWESTERN CORPORATION
NORTHWESTERN CAPITAL FINANCING III
(Exact name of obligor as specified in its charter)

Delaware 46-0172280
Delaware Applied For
State of incorporation) (I.R.S. employer identification no.)

125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
(Address of principal executive offices) (Zip Code)

Preferred Securities of NorthWestern Capital Financing III
(Title of the indenture securities)
______________________________________________________________________
______________________________________________________________________

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising
authority to which it is subject.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust
powers.

The trustee is authorized to exercise corporate trust
powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of
the trustee and upon information furnished by the obligor,
the obligor is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, Wilmington Trust Company, a corporation
organized and existing under the laws of Delaware, has duly caused
this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Wilmington
and State of Delaware on the 10th day of July, 1999.

WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Patricia A. Evans By: /s/ Donald G. MacKelcan
-------------------------- ---------------------------
Assistant Secretary Name: Donald G. MacKelcan
Title: Vice President