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[FORM OF BOND OF FIRST MORTGAGE BONDS, COLLATERAL (2004) SERIES C, DUE 2014] THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE SENIOR NOTE INDENTURE (AS IDENTIFIED AND DEFINED BELOW). NORTHWESTERN CORPORATION 200410978 (Incorporated under the laws of the State of Delaware) FIRST MORTGAGE BOND, COLLATERAL (2004) SERIES C, DUE 2014 No. R- $ NorthWestern Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Compan y', which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to U.S. Bank National Association, as trustee under the Senior Note Indenture to which reference is hereinafter made, or (subject to the transfer restrictions hereinbefore and hereinafter described) registered assigns, the sum of dollars, on the first day of November, 2014 (the "Senior Note Maturity Date "), in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and to pay interest thereon as described on the reverse hereof in like coin or currency. The Bonds of the series of which this Bond is one have been issued to U.S. Bank National Association, as trustee (together with its successors in such capacity, the "Senior Note Trustee ") under the Indenture, dated as of November 1, 2004, between the Company and the Senior Note Trustee, as supplemented and amended by Supplemental Indenture No. 1, dated as of November 1, 2004 (as so supplemented and amended and as may be further supplemented, amended or otherwise modified in accordance with its terms, the "Senior Note Indenture "), to be owned and held by the Senior Note Trustee under the terms of the Senior Note Indenture as security for the payment of the principal of, premium (if any) and interest on the Senior Notes (as such term is hereinafter defined). This Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form of certificate endorsed herein shall have been signed by or on behalf of JPMorgan Chase Bank, the Trustee under the Indenture, or a successor trustee thereto under the Indenture, or by an authenticating agent duly appointed by the Trustee in accordance with the terms of the Indenture. The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. IN WITNESS WHEREOF, NorthWestem Corporation has caused this Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the Indenture, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in the Indenture. Dated: NORTHWESTERN CORPORATION ATTEST: By Authorized Executive Officer By Authorized Executive Officer [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Bonds of the series designated therein referred to in the within- mentioned Indenture and Supplemental Indenture dated as of November 1, 2004. JPMORGAN CHASE BANK, AS TRUSTEE By NY55/405431.7 C-1 Authorized Officer