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THIS FIRST MORTGAGE BOND HAS NOT BEEN REGISTERED UNDER THE <br />SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ") AND MAY NOT BE <br />OFFERED, SOLD, ASSIGNED, TRANSFERRED OR PLEDGED UNLESS <br />REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR AN <br />EXEMPTION THEREFROM IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES <br />WHERE NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS <br />REQUIRED BY LAW. <br />No. R- <br />S <br />NORTHWESTERN CORPORATION <br />(Incorporated under the laws of the State of Delaware) <br />FIRST MORTGAGE BOND, 4.26% SERIES DUE 2040 <br />CORE/2052323.0162/108551865.6 <br />[FORM OF BOND OF THE 4.26% SERIES DUE 2040] <br />FOR VALUE RECEIVED, the undersigned, NorthWestern Corporation (herein called the <br />"Company," which term shall include any Successor Corporation, as defined in the Indenture <br />hereinafter referred to), a corporation organized and existing under the laws of the State of <br />Delaware, hereby promises to pay to [ 1, or registered assigns, the principal sum of <br />[ 1 DOLLARS (or so much thereof as shall not have been redeemed) on September 29, <br />2040, with interest (computed on the basis of a 360 -day year of twelve 30 -day months) (a) on the <br />unpaid balance hereof at the rate of 4.26% per annum ( "Interest Rate ") from September 29, <br />2015, or from the most recent date to which interest has been paid or duly provided for, payable <br />semiannually, on the 29th day of March and September in each year, commencing March 29, <br />2016, until the principal hereof shall have become due and payable, and (b) to the extent <br />permitted by law, on any overdue payment of interest and, during the continuance of an Event of <br />Default, on such unpaid balance and on any overdue payment of any Make -Whole Amount, at a <br />rate per annum from time to time equal to the greater of (i) Interest Rate plus 2% or (ii) 2% over <br />the rate of interest publicly announced by The Bank of New York Mellon from time to time in <br />New York, New York as its "base" or "prime" rate, payable semiannually as aforesaid (or, at the <br />option of the registered holder hereof, on demand). Reference is hereby made to the further <br />provisions of this First Mortgage Bond set forth on the reverse hereof, which further provisions <br />shall for all purposes have the same effect as if set forth at this place. <br />[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] <br />This is one of the First Mortgage Bonds of the series designated therein referred to in the <br />within- mentioned Indenture and Supplemental Indenture dated as of September 1, 2015. <br />THE BANK OF NEW YORK MELLON, <br />AS TRUSTEE <br />[Date] <br />PPN: 668074 F *3 <br />By <br />Authorized Signatory <br />4 <br />201_507904 <br />