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<br />200804897 <br /> <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 <br /> <br />1 <br />