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<br />200804897
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<br />THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2008 (the
<br />"Supplemental Indenture"), is made by and between NORTHWESTERN CORPORATION
<br />(formerly known as NorthWestern Public Service Company), a corporation organized and
<br />existing under the laws of the State of Delaware (the "Company"), the post office address of
<br />which is 3010 West 69th Street, Sioux Falls, South Dakota 57108, and THE BANK OF NEW
<br />YORK (successor to lPMorgan Chase Bank, N.A. (successor by merger to The Chase Manhattan
<br />Bank (National Association))), (the "Trustee"), as Trustee under the General Mortgage Indenture
<br />and Deed of Trust dated as of August 1, 1993, hereinafter mentioned, the post office address of
<br />which is 101 Barclay Street, New York, New York 10286;
<br />
<br />WHEREAS, the Company has heretofore executed and delivered its General Mortgage
<br />Indenture and Deed of Trust dated as of August 1, 1993 (the "Original Indenture"), to the
<br />Trustee, for the security of the Bonds of the Company issued and to be issued thereunder (the
<br />"Bonds"); and
<br />
<br />WHEREAS, the Company has heretofore executed and delivered to the Trustee seven
<br />indentures supplemental to the Original Indenture, the first dated as of AUb'Ust 15, 1993, the
<br />second dated as of August 1, 1995, each of the third, fourth and fifth dated as of September 1,
<br />1995, the sixth dated as of February 1, 2003, and the seventh dated as of November 1,2004 (thc
<br />Original Indenture, as supplemented and amended by the aforementioned seven supplemental
<br />indentures and by this Supplemental Indenture, being hereinafter referred to as the "Indenture");
<br />and
<br />
<br />WHEREAS, the Company desires to create a new series of Bonds to be issued under the
<br />Indenture, to be known as First Mortgage Bonds, 6.05% Series due 2018 (the "First Mortgage
<br />Bonds of the 6.05% Series"), which First Mortgage Bonds of the 6.05% Series are to be issued
<br />on the basis of Retired Bonds pursuant to Section 4.04 of the Indenture; and
<br />
<br />WHEREAS, the Company, in the exercise of the powers and authority conferred upon
<br />and reserved to it under the provisions of the Indenture, and pursuant to appropriate resolutions
<br />of the Board of Directors, has duly resolved and determined to make, execute and deliver to the
<br />Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and
<br />
<br />WHEREAS, all conditions and requirements necessary to make this Supplemental
<br />Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the
<br />execution and delivery hereof have been in all respects duly authorized;
<br />
<br />NOW, THEREFORE, THIS INDENTURE WITNESSETH:
<br />
<br />THAT the Company, in consideration of the acceptance or the purchase and ownership
<br />(as applicable) from time to time of the First Mortgage Bonds of the 6.05% Series and the
<br />service by the Trustee and its successors, under the Indenture and of One Dollar to it, duly paid
<br />by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is
<br />hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in
<br />the trust under the Indenture, for the benefit of those who shall hold the Bonds as follows:
<br />
<br />4349724.11
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