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201407773 THIS FIRST MORTGAGE BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ") AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED OR PLEDGED UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR AN EXEMPTION THEREFROM IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED BY LAW. 8849521v8 No. R- $ [FORM OF BOND OF THE 4.15% SERIES DUE 2042] NORTHWESTERN CORPORATION (Incorporated under the laws of the State of Delaware) FIRST MORTGAGE BOND, 4.15% SERIES DUE 2042 THE BANK OF NEW YORK MELLON, AS TRUSTEE [Date] PPN: 668074 C @4 FOR VALUE RECEIVED, the undersigned, NorthWestern Corporation, (herein called the "Company," which term shall include any Successor Corporation, as defined in the Indenture hereinafter referred to), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ 1 DOLLARS (or so much thereof as shall not have been redeemed) on August 10, 2042, with interest (computed on the basis of a 360 -day year of twelve 30 -day months) (a) on the unpaid balance hereof at the rate of 4.15% per annum ( "Interest Rate ") from August 10, 2012, or from the most recent date to which interest has been paid or duly provided for, payable semiannually, on the tenth day of February and August in each year, commencing February 10, 2013, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make -Whole Amount, at a rate per annum from time to time equal to the greater of (i) Interest Rate plus 2% or (ii) 2% over the rate of interest publicly announced by The Bank of New York Mellon from time to time in New York, New York as its "base" or "prime" rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). Reference is hereby made to the further provisions of this First Mortgage Bond set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the First Mortgage Bonds of the series designated therein referred to in the within - mentioned Indenture and Supplemental Indenture dated as of August 1, 2012. By Authorized Signatory