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200410978 [FORM OF REVERSE OF BOND] Indenture and Series Designation _ This Bond is one of a duly authorized issue of bonds of the Company (the "Bonds "), of the series hereinafter specified, all issued and to be issued under and equally secured by a General Mortgage Indenture and Deed of Trust (the "Indenture "), dated as of August 1, 1993, executed by the Company (under its then name, NorthWestern Public Service Company) to The Chase Manhattan Bank (National Association), the predecessor to JPMorgan Chase Bank (the "Trustee "), as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds are, and are to be, secured (and for the definition of any capitalized term used herein but not defined herein (with any term defined herein and in the Indenture being used herein as defined herein)). The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This Bond is one of a series designated as the "First Mortgage Bonds, Collateral (2004) Series A, due 2009" (the "First Mortgage Bonds, Collateral (2004 ) Series A ") of the Company issued under and secured by the Indenture and described in the supplemental indenture dated as of November 1, 2004 (the "Supplemental Indenture ") between the Company and the Trustee, supplemental to the Indenture. Issuance to Collateral Agent under Collateral Agreement First Mortgage Bonds, Collateral (2004) Series A have been issued to the Collateral Agent under the Collateral Agreement to secure the obligations of the Company to pay when due the Revolving Credit Applicable Share (as hereinafter defined) of the Revolving Credit Obligations under the Credit Agreement. Each of the Collateral Agreement and the Credit Agreement is dated as of November 1, 2004. Principal The unpaid principal of the First Mortgage Bonds, Collateral (2004) Series A, of which this Bond is one, is scheduled to be paid on the Revolving Credit Maturity Date. From time to time after the issuance of the First Mortgage Bonds, Collateral (2004) Series A, and as Revolving Loans (as hereinafter defined) are prepaid and reborrowed subject to and in accordance with the Credit Agreement, (A) for purposes of determining the amount of principal payable by the Company with respect to the First Mortgage Bonds, Collateral (2004) Series A, the unpaid principal amount of the First Mortgage Bonds, Collateral (2004) Series A at any time shall be deemed to be equal to the Revolving Credit Applicable Share of the unpaid principal amount of the Revolving Loans at such time, plus, if an acceleration of the Revolving Loans shall be in effect in accordance with the Credit Agreement at such time, the amount of cash collateral required to be provided by the Company pursuant to Section 8 of the Credit Agreement in respect of Letters of Credit, and (B) for all other purposes of the Indenture (including NY55/405431.7 A -2