NORTHWESTERN PUBLIC SERVICE COMPANY









Exhibit 10(a)(7)




 




NORTHWESTERN CORPORATION




SUPPLEMENTAL

VARIABLE INVESTMENT PLAN




 




AMENDED

AND RESTATED EFFECTIVE JANUARY 1, 2000




 





























 




NORTHWESTERN

CORPORATION




SUPPLEMENTAL

VARIABLE INVESTMENT PLAN




 




TABLE

OF CONTENTS




 




	

  ARTICLE I.  DEFINITIONS


  
	

   


  	

   


  	

   


  
	

  ARTICLE II.  ELIGIBILITY


  
	

   


  	

   


  	

   


  
	

  ARTICLE III.  SUPPLEMENTAL CONTRIBUTIONS


  
	

   


  	

   


  	

   


  
	

   


  	

  3.1


  	

  SUPPLEMENTAL

  ELECTIVE CONTRIBUTIONS


  
	

   


  	

  3.2


  	

  SUPPLEMENTAL

  SALARY REDUCTION AGREEMENT


  
	

   


  	

  3.3


  	

  SUPPLEMENTAL

  NORTHWESTERN MATCHING CONTRIBUTIONS


  
	

   


  	

  3.4


  	

  Supplemental Bonus

  Contribution


  
	

   


  	

   


  	

   


  
	

  ARTICLE IV.  INVESTMENT OF

  SUPPLEMENTAL CONTRIBUTIONS


  
	

   


  	

   


  	

   


  
	

  ARTICLE V.  DISTRIBUTIONS


  
	

   


  	

   


  	

   


  
	

   


  	

  5.1.


  	

  Distribution


  
	

   


  	

  5.2


  	

  Hardship Distributions


  
	

   


  	

   


  	

   


  
	

  ARTICLE VI.  ADMINISTRATION OF THE PLAN


  
	

   


  	

   


  	

   


  
	

   


  	

  6.1


  	

  Administration by

  Northwestern


  
	

   


  	

  6.2


  	

  General Powers of

  Administration


  
	

   


  	

   


  	

   


  
	

  ARTICLE VII.  AMENDMENT OR TERMINATION


  
	

   


  	

   


  	

   


  
	

   


  	

  7.1


  	

  Amendment or Termination


  
	

   


  	

  7.2


  	

  Effect of Amendment

  or Termination


  
	

   


  	

   


  	

   


  
	

  ARTICLE VIII.  GENERAL PROVISIONS


  
	

   


  	

   


  	

   


  
	

   


  	

  8.1


  	

  Participant’s Rights

  Unsecured


  
	

   


  	

  8.2


  	

  Trust Agreement


  
	

   


  	

  8.3


  	

  General Conditions


  
	

   


  	

  8.4


  	

  No Guarantee of Benefits


  
	

   


  	

  8.5


  	

  No Enlargement of

  Employee Rights


  
	

   


  	

  8.6


  	

  Spendthrift Provision


  
	

   


  	

  8.7


  	

  Applicable Law


  
	

   


  	

  8.8


  	

  Incapacity of Recipient


  
	

   


  	

  8.9


  	

  Corporate Successors


  
	

   


  	

  8.10


  	

  Unclaimed Benefit


  
	

   


  	

  8.11


  	

  Limitations on Liability


  
	

   


  	

  8.12


  	

  Gender and Number


  
	

   


  	

  8.13


  	

  Adoption by Affiliate


  





 




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NORTHWESTERN

CORPORATION




 




SUPPLEMENTAL

VARIABLE INVESTMENT PLAN




 




The

Northwestern Public Service Company Supplemental Variable Investment Plan (the

“Plan”) was adopted effective January 1, 1997, solely for the purpose of

permitting certain of its employees who participate in the Northwestern Public

Service Company Variable Investment Plan and Trust Agreement to receive

allocations of contributions equal to amounts in excess of any limitations

imposed by the Internal Revenue Code of 1986, as amended, on defined

contribution plans.  This Plan is

amended and restated as of January 1, 2000.




 




ARTICLE I




DEFINITIONS




 




Wherever

used herein the following terms shall have the meanings hereinafter set forth:




 




1.1           “Accounting Date” means the last day

of each calendar year quarter or such other date as may be established by

Northwestern.




 




1.1A        “Affiliate” means:




 




(i)            any

corporation other than Northwestern, i.e., either a subsidiary corporation or

an affiliated or associated corporation of Northwestern, which together with

Northwestern is a member of  a

“controlled group of corporations” (as defined in Section 414(b) of the Code);




 




(ii)           any

organization which together with Northwestern is under “common control” as

defined in Section 414(c) of the Code;




 




(iii)          any

organization which together with Northwestern is an “affiliated service group”

as defined in Section 414(m) of the Code; or




 




(iv)          any

other entity required to be aggregated with Northwestern pursuant to

regulations under Section 414(o) of the Code.




 




1.2           “Board” means the Board of Directors

of Northwestern.




 




1.2A        “Bonus” means the amount of any annual,

special, or acquisition bonus payable by Northwestern or any Affiliate, whether

payable under an incentive or bonus plan or otherwise payable by Northwestern

or any Affiliate.




 




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1.3           “Code” means the Internal Revenue

Code of 1986, as amended from time to time, and any regulations relating

thereto.




 




1.4           “Northwestern” means Northwestern

Corporation, a Delaware corporation with principal offices in the State of

South Dakota, or, to the extent provided in Section 8.9 below, any successor

corporation or other entity resulting from a merger or consolidation into or

with Northwestern or a transfer or sale of substantially all of the assets of

Northwestern.




 




1.5           “Participant” means an employee of

Northwestern or an Affiliate with respect to whom contributions may be made

under the Plan pursuant to Article II of the Plan.  Only those employees of adopting Affiliates approved by the

Benefits Committee (described below) may participate in the Plan.




 




1.6           “Plan” means the Northwestern

Supplemental Variable Investment Plan.




 




1.7           “Plan Year” means the calendar year.




 




1.8           “Qualified Plan” means the

Northwestern Corporation Variable Investment Plan and Trust Agreement as

Amended and Restated Effective as of January 1, 1998, and as amended

thereafter, and each predecessor, successor or replacement employees’ cash or

deferred arrangement.  With respect to

an adopting Affiliate, Qualified Plan means the primary qualified cash or

deferred arrangement covering eligible Participants of such Affiliate.




 




1.9           “Qualified Plan Northwestern Matching

Contribution” means the matching contribution made by Northwestern for the

benefit of a Participant under and in accordance with the terms of the

Qualified Plan in any Plan Year.




 




1.10         “Qualified Plan Northwestern Matching

Contribution Account” means the account established for a Participant under the

Qualified Plan to which Qualified Plan Northwestern Matching Contributions are

allocated.




 




1.11         “Qualified Plan Elective Contribution”

means the elective salary reduction contribution made by Northwestern for the

benefit of a Participant under and in accordance with the terms of the

Qualified Plan in any Plan Year.




 




1.12         “Qualified Plan Elective Contribution

Account” means the account established for a Participant under the Qualified

Plan to which Qualified Plan Elective Contributions are allocated.




 




1.13         “Salary Reduction Agreement” means the

written salary reduction agreement entered into by a Participant with

Northwestern pursuant to the terms of the Qualified Plan.




 




1.14         “Supplemental Accounts” means the

Supplemental Elective Contribution Account, the Supplemental Bonus Account and

the Supplemental Northwestern Matching Contribution Account established for a

Participant.




 




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1.14A      “Supplemental Bonus Account” means the

account established for a Participant under the Plan that is credited with

Supplemental Bonus Contributions under Section 3.4 of the Plan.




 




1.14B      “Supplemental Bonus Contribution” means

the Bonus contribution credited by Northwestern for the benefit of a

Participant under and in accordance with the terms of the Plan in any Plan

Year.




 




1.15         “Supplemental Elective Contribution”

means the elective salary reduction contribution credited by Northwestern for

the benefit of a Participant under and in accordance with the terns of the Plan

in any Plan Year.




 




1.16         “Supplemental Elective Contribution

Account” means the account established for a Participant under the Plan that is

credited with Supplemental Elective Contributions under Section 3.1 of the

Plan.




 




1.17         “Supplemental Northwestern Matching

Contribution” means the matching contribution credited by Northwestern for the

benefit of a Participant under and in accordance with the terms of the Plan in

any Plan Year.




 




1.18         “Supplemental Northwestern Matching

Contribution Account” means the account established for a Participant under the

Plan that is credited with Supplemental Northwestern Matching Contributions

under Section 3.3 of the Plan.




 




1.19         “Supplemental Salary Reduction

Agreement” means the written salary reduction agreement entered into by a

Participant with Northwestern pursuant to the terms of Section 3.2 of the Plan.




 




1.20         Any term not otherwise defined herein

shall have the meaning set forth in the Qualified Plan.




 




ARTICLE II




ELIGIBILITY




 




An

employee of Northwestern or an adopting Affiliate who is a Participant in the

Qualified Plan, and whose annual base Compensation is equal to or greater than

the sum of the dollar limitation set forth in Section 414(q)(1)(i) of the Code

(or any successor section) plus $5,000, and/or Qualified Plan Northwestern

Matching Contribution could reasonably be limited by any provision of the Code

for any Plan Year, if he elected to authorize the maximum Qualified Plan

Elective Contribution permissible under the terms of the Qualified Plan for

such Plan Year (determined without giving effect to any such limitation), shall

be eligible to be a Participant in the Plan and to receive credit for a

Supplemental Elective Contribution, a Supplemental Northwestern Matching

Contribution hereunder and to receive credit for a Supplemental Bonus

Contribution for the Plan Year.




 




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ARTICLE III




SUPPLEMENTAL

CONTRIBUTIONS




 




3.1           Supplemental Elective

Contributions.




 




(a)           Any

Participant may elect to defer the receipt of a portion of the Compensation

otherwise payable to him by Northwestern or any Affiliate in any Plan Year. The

amount of Compensation (computed without reference to any limit imposed by

Section 401(a)(17) of the Code or any successor Section) deferred by a Participant

shall be equal to the difference between (i) and (ii) below:




 




(i)            a

percentage of such Compensation from 2 percent to 100 percent, and




 




(ii)           the

amount the Participant elects to have Northwestern contribute to his Qualified

Plan Elective Contribution Account during such Plan Year.




 




Notwithstanding

the foregoing, in no event shall the aggregate of a Participant’s (i) Qualified

Plan Elective Contribution, and (ii) Supplemental Elective Contribution, for

any Plan Year, exceed 100% of the Compensation paid to the Participant during

such Plan Year. The amount deferred pursuant to this paragraph (a) shall be a

Supplemental Elective Contribution credited to the Supplemental Elective

Contribution Account maintained for the Participant for such Plan Year.




 




(b)           Should

it be determined, after completion of all non-discrimination testing for a Plan

Year pursuant to Section 401(k)(3) of the Code, or any successor section,

applicable to the Qualified Plan, that an additional Qualified Plan Elective

Contribution could have been allocated to the Participant’s Qualified Plan

Elective Contribution Account for such Plan Year, then pursuant to an election

made by the Participant at the same time as the election made pursuant to

paragraph (a) of this Section, the amount of such additional Qualified Plan

Elective Contribution shall:




 




(i)            be

deducted from the Participant’s Supplemental Elective Contribution Account and

transferred to the Participant’s Qualified Plan Elective Contribution Account;

or




 




(ii)           be

paid directly to the Participant; or




 




(iii)          remain

in the Plan.




 




Any

transfer or payment of such additional amount shall occur no later than March

15 of the Plan Year following the Plan Year for which such non-discrimination

testing is performed.




 




(c)           In

no event shall any deduction from the Participant’s Supplemental Elective

Contribution Account for any Plan Year pursuant to paragraph (b) of this

Section exceed the amount that the Participant elected to defer for such Plan

Year pursuant to paragraph (a) of this Section. No earnings or appreciation

attributable to any




 




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amount

transferred or paid under paragraph (b) of this Section shall be transferred or

paid. Any Supplemental Elective Contribution shall be transferred to the Qualified

Plan only to the extent that the Qualified Plan, after receiving such

transferred amount, will satisfy all applicable limitations set forth in the

Code for the applicable Plan Year.




 




(d)           The

election by which a Participant elects to defer Compensation provided in

paragraph (a) of this Section, and the additional election provided in

paragraph (b) of this Section, shall be in writing, signed by the Participant,

and delivered to Northwestern prior to January 1 of the Plan Year in which the

Compensation to be deferred is otherwise payable to the Participant; except

that:




 




(i)            for

the Plan Year commencing on January 1, 1997, a Participant may make such

elections on or before January 30, 1997; provided, however, that no such

election shall attempt to defer Compensation relating to services performed

prior to the later of (a) January 1, 1997, and (b) the date of such election;

and




 




(ii)           for

the Plan Year in which a Participant first becomes eligible to participate in

the Plan, such Participant may make such elections within 30 days after the

date he becomes eligible.




 




Any

deferral election made by a Participant shall be irrevocable with respect to

the Plan Year covered by such election except as provided in subparagraph (e)

below.




 




(e)           A

Participant may revoke his or her deferral election at any time during the Plan

Year with respect to Compensation earned after the date of the revocation.  The revocation will become effective the

first pay period after it is received by the Plan Administrator.  If a Participant revokes his or her deferral

election, all contributions to this Plan will be suspended for the 12-month

period following the date of the revocation.




 




3.2           Supplemental Salary Reduction

Agreement. As a condition to Northwestern’s obligation to credit a

Supplemental Elective Contribution for the benefit of a Participant pursuant to

Section 3.1, the Participant must execute a Supplemental Salary Reduction

Agreement in the form attached hereto with respect to the amount of such

Supplemental Elective Contribution. Except as of otherwise set forth in

subparagraphs 3.1(d)(i) and (ii), the Supplemental Salary Reduction Agreement

for any Plan Year shall be made before the beginning of that Plan Year and

shall remain in full force and effect for subsequent Plan Years unless and

until revoked by a Participant by written instrument delivered to Northwestern

prior to the beginning of the Plan Year in which such revocation is to be

effective.




 




3.3           Supplemental Northwestern

Matching Contributions.




 




(a)           Each

Plan Year, Northwestern will credit a Supplemental Northwestern Matching

Contribution to the Plan on behalf of each Participant in an amount equal to

the difference between (i) and (ii) below:




 




(i)            the

Qualified Plan Northwestern Matching Contribution that would have been

allocated to the Qualified Plan Northwestern Matching Contribution




 




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Account

of the Participant for the Plan Year in which an amount is deferred by the

Participant pursuant to subparagraph (a)(i) of Section 3.1, without giving

effect to any reductions required by the limitations imposed by the Code on the

Qualified Plan; and




 




(ii)           the

amount of the Qualified Plan Northwestern Matching Contribution actually

allocated to the Participant’s Qualified Plan Northwestern Matching

Contribution Account for the Plan Year.




 




All

Supplemental Northwestern Matching Contributions shall be credited to the

Supplemental Northwestern Matching Contribution Account maintained for the

Participant for such Plan Year.




 




(b)           If

amounts are deducted from a Participant’s Supplemental Elective Contribution

Account and transferred to the Participant’s Qualified Plan Elective

Contribution Account pursuant to the Participant’s election under subparagraph

(b)(i) of Section 3.1, all Supplemental Northwestern Matching Contributions

credited pursuant to this Section and relating to such transferred amounts

shall be deducted from the Participant’s Supplemental Northwestern Matching

Contribution Account and transferred to the Participant’s Qualified Plan

Northwestern Matching Contribution Account, subject to the following:




 




(i)            A

transfer pursuant to this Section shall occur at the same time as a transfer

pursuant to subparagraph (b)(i) of Section 3.1;




 




(ii)           No

earnings or appreciation attributable to any amount transferred pursuant to

this Section shall be transferred;




 




(iii)          If

a Participant elects to have an additional Qualified Plan Elective Contribution

paid to him pursuant to subparagraph (b)(ii) of Section 3.1, any Supplemental

Northwestern Matching Contribution relating to such amount shall remain in the

Plan;




 




(iv)          If

a Participant elects to have an additional Qualified Plan Elective Contribution

remain in the Plan pursuant to subparagraph (b)(iii) of Section 3.1, any

Supplemental Northwestern Matching Contribution relating to such amount shall

remain in the Plan; and




 




(v)           Any

Supplemental Northwestern Matching Contribution shall be transferred to the

Qualified Plan only to the extent that the Qualified Plan, after receiving such

transferred amount, will satisfy the non-discrimination tests set forth in

Section 401(m) of the Code or any successor section for the applicable Plan

Year.




 




3.4           Supplemental Bonus Contribution.




 




(a)           Any

Participant who satisfies the requirements of the second paragraph of Article

II for any Plan Year may elect to defer the receipt of a portion of the Bonus




 




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otherwise

payable to him by Northwestern or any Affiliate in the subsequent Plan

Year.  The portion of the Bonus to be

deferred shall be designated by the Participant as a percentage of such Bonus

from 2% to 100%.  The amount of the

Bonus deferred pursuant to this paragraph shall be a Supplemental Bonus

Contribution credited to the Supplemental Bonus Contribution Account maintained

for the Participant for such a Plan Year.




 




(b)           As

a condition to Northwestern’s obligation to credit a Supplemental Bonus

Contribution for the benefit of a Participant pursuant to the preceding

paragraph (a), the Participant must execute a Supplemental Bonus Deferral

Agreement in the form attached hereto with respect to the amount of such Bonus

that is deferred.  The election by which

a Participant elects to defer a portion of his Bonus shall be made pursuant to

a Supplemental Bonus Deferral Agreement signed by the Participant and delivered

to Northwestern prior to January 1 of the Plan Year in which the Bonus to be

deferred is otherwise payable, or for the Plan Year in which a Participant

first becomes eligible to defer, such Participant may make such election within

30 days after the date he becomes eligible. 

For the period commencing May 1, 1998 and ending on December 31, 1998, a

Participant must have made such election pursuant to a signed Supplemental

Bonus Deferral Agreement delivered to Northwestern prior to May 1, 1998.  A Supplemental Bonus Deferral Agreement made

with respect to any Plan Year shall remain in full force and effect for

subsequent Plan Years in which the Participant satisfies the requirements of

the second paragraph of Article II, unless and until revoked by written

instrument delivered to Northwestern prior to the beginning of the Plan Year in

which such revocation is to be effective.




 




(c)           In

no even shall the provisions of paragraphs (b), (c), and (d) of Section 3.1 or

of paragraph (b) of Section 3.3 apply with respect to a Participant’s

Supplemental Bonus Contribution Account.




 




ARTICLE IV




INVESTMENT

OF SUPPLEMENTAL CONTRIBUTIONS




 




(a)           Amounts

credited hereunder to the Supplemental Accounts of a Participant shall be

treated as if they were actually invested in common stock of Northwestern

(“Stock”). On a daily basis, each Participant’s Supplemental Accounts shall be

deemed to be credited with a number of hypothetical shares of Stock, determined

by dividing (a) the dollar amount of the balance of such Participant’s

Supplemental Accounts as of such date, by (b) the closing price, as of the last

business day preceding such date, per share of Stock on the national securities

exchange on which the Stock is listed. Fractional shares shall be accounted for

as such.




 




(b)           In

the case of a dividend declared on Stock (whether in cash, Stock or other

property), an additional dollar amount equal to the cash or the value of

property (other than Stock), or an additional number of hypothetical shares of

Stock, shall be credited to each Participant’s Supplemental Accounts in the

amount or number of shares of Stock that the Participant would have received

had he been the actual owner of record on the relevant record date of a number

of shares of Stock equal to the number of




 




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hypothetical

shares of Stock credited to his Supplemental Accounts on the date immediately

preceding such record date. Any such cash or property, other than Stock,

credited to a Participant’s Supplemental Accounts pursuant to the preceding

sentence shall be converted to an additional number of hypothetical shares of

Stock to be credited to the Participant’s Supplemental Accounts based upon the

closing price as of the last business date preceding the relevant record date,

per share of Stock on the national securities exchange on which the Stock is

listed.




 




(c)           The

number of hypothetical shares of Stock credited to a Participant’s Supplemental

Accounts shall be appropriately adjusted, as Northwestern may determine, for

any increase or decrease in the number of shares of issued Stock resulting from

a subdivision or consolidation of shares, whether through reorganization,

recapitalization, stock split-up, stock distribution or combination of shares,

or other increase or decrease in the number of such shares outstanding effected

without receipt of consideration by Northwestern. Adjustments under this

paragraph (c) shall be made in the sole discretion of Northwestern, and its

decisions shall be binding and conclusive.




 




ARTICLE V




DISTRIBUTIONS




 




5.1           Distribution




 




(a)           The

balance of a Participant’s Supplemental Accounts, including dividends credited

in accordance with Article IV of the Plan, shall be distributed to or with respect

to a Participant only (i) upon termination of the Participant’s employment with

Northwestern and all Affiliates thereof for any reason, including death, or

(ii) because of hardship in accordance with Section 5.2.  Subject to paragraph (b) of this Section,

the balance of a Participant’s Supplemental Accounts shall be distributed in

one of the following options selected by the Participant before he terminates:




 




(i)            Lump Sum. A Participant may

receive the entire amount of his Supplemental 

Accounts in a single sum.




 




(ii)           Installments. A Participant

may receive the amount of his Supplemental Accounts in annual installments over

a period selected by the Participant which shall be not less than five years

nor more than ten years. In the event of the death of the Participant prior to

receipt of the amount in his Supplemental Accounts, the remaining installments

shall be paid to his Beneficiary.




 




(iii)          Other Form. A Participant may

receive the amount of his Supplemental Accounts in such other optional form as

is selected by the Participant and approved by the Company.




 




(b)           All

distributions from the Plan shall be made in cash or Stock (or partly in each)

as a Participant or beneficiary elects by written instrument delivered to

Northwestern within 30 days after the date such Participant becomes entitled to

a distribution, or in the case of a beneficiary, within 30 days after the death

of the




 




8





























 




applicable

Participant. If no such timely election is made, distributions shall be made

entirely in cash and in a single lump sum within six months following

termination of employment with Northwestern and all Affiliates. To the extent a

distribution is made to a Participant or beneficiary in cash, such distribution

shall be equal to the proceeds realized from the sale of an applicable number

of shares of Stock pursuant to the provisions of a trust described in Section

8.2 below.




 




(c)           A Participant

may modify his election as to the form or commencement of payment of his

Supplemental Accounts by a writing filed with the Company at any time prior to

his distribution date.  However, a

Participant’s modification of his election as to form or commencement of

payment will be ineffective, unless (1) the modification is made more than six

months prior to his distribution date and the modification is filed in a

calendar year prior to the calendar year in which payment of the benefit is

made or commences, or (2) the Participant elects by written instrument

delivered to the Company prior to his distribution date to have his

Supplemental Accounts reduced by 10%. This reduction will be forfeited and used

by the Plan to reduce expenses of administration. This reduction is intended to

discourage a Participant from modifying his election as to form of payment and

commencement within the periods set forth in clause (1) above and prevent him

from being deemed in constructive receipt of his Supplemental Accounts prior to

its actual payment to him.  Notwithstanding any other provision of this Section 5.1, an

election made by a Participant with respect to the distribution of his

Supplemental Accounts, following the Participant’s termination of employment,

shall not be effective with respect to the manner of payment or date for

commencement of payment of his Supplemental Accounts unless such election is

expressly approved in writing by Northwestern. If Northwestern shall not

approve such election in writing, then the manner of payment, or the date for

commencement of payment, of the Participant’s Supplemental Accounts shall be

selected by Northwestern in its sole discretion.




 




(d)           If

a Participant should die before distribution of the full amount of his

Supplemental Accounts has been made to him, any remaining amount shall be

distributed to the beneficiary and in the method designated by the Participant

in writing most recently delivered to Northwestern prior to his death.  If a Participant has not designated a

beneficiary, or method of distribution, or if no designated beneficiary is

living on the date of distribution, such amounts shall be distributed to those

persons entitled to receive distributions of the Participant’s accounts in a

lump sum cash distribution within six months of the Participant’s date of

death.




 




5.2           Hardship Distributions.  In the discretion of Northwestern, and at

the written request of a Participant, an amount up to 100 percent of the

Participant’s Supplemental Elective Contribution Account and his Supplemental

Bonus Contribution Account, valued as of the last preceding Accounting Date,

may be distributed to a Participant in the case of an “unforeseeable

emergency,” subject to the limitations set forth below. For purposes of this

Section 5.2, an “unforeseeable emergency” is a severe financial hardship to the

Participant resulting from a sudden and unexpected illness or accident of the

Participant or of a dependent (as defined in Code Section 152(a)) of the

Participant, loss of the Participant’s property due to casualty, or other

similar extraordinary and unforeseeable circumstances arising as a result of

events beyond the control of the Participant. The circumstances that will

constitute an unforeseeable emergency




9





























 




will depend upon the facts of each case,

but, in any case, payment may not be made to the extent that such hardship is

or may be relieved:




 




(a)           through

reimbursement or compensation by insurance or otherwise;




 




(b)           by

liquidation of the Participant’s assets, to the extent the liquidation of such

assets would not itself cause severe financial hardship; or




 




(c)           by

cessation of Supplemental Elective Contributions under the Plan. Examples of

what shall not be considered to be unforeseeable emergencies include the need

to send a Participant’s child to college or the desire to purchase a home.




 




Only one hardship distribution shall be

permitted during a Plan Year. A Participant’s request for a hardship

distribution must be accompanied or supplemented by such evidence that the

hardship is necessary as Northwestern or its designee may reasonably require.

Withdrawals of amounts because of an unforeseeable emergency shall be permitted

only to the extent reasonably needed to satisfy the unforeseeable emergency

need.




 




ARTICLE VI




ADMINISTRATION OF

THE PLAN




 




6.1           Administration by Northwestern.  The Northwestern Corporation Benefits

Committee (the “Committee”) appointed by the Board, shall be responsible for

the general operation and administration of the Plan and for carrying out the

provisions thereof.




 




6.2           General Powers of Administration.

All provisions set forth in the Qualified Plan with respect to the

administrative powers and duties of Northwestern or its designee, expenses of

administration, and procedures for filing claims shall also be applicable with

respect to the Plan. Northwestern or its designee shall be entitled to rely

conclusively upon all tables, valuations, certificates, opinions and reports

furnished by any actuary, accountant, controller, counsel or other person

employed or engaged by Northwestern or its designee with respect to the Plan.




 




ARTICLE VII




AMENDMENT OR

TERMINATION




 




7.1           Amendment or Termination.  Northwestern intends the Plan to be

permanent but reserves the right to amend or terminate the Plan when, in the

sole opinion of Northwestern, such amendment or termination is advisable. Any

such amendment or termination shall be made pursuant to a resolution of the

Committee and shall be effective as of the date of such resolution.




 




7.2           Effect of Amendment or Termination.  No amendment or termination of the Plan

shall directly or indirectly reduce the balance of any Supplemental Elective

Contribution Account or Supplemental Northwestern Matching Contribution Account

held hereunder as of the effective date of such amendment or termination. Upon

termination of the Plan, distribution of amounts in a Participant’s

Supplemental Elective Contribution Account or Supplemental Northwestern

Matching Contribution Account shall be made to the Participant or his

beneficiary in the manner and at the time described in Section 5.1 of the Plan.

No additional credits of Supplemental Elective Contributions or Supplemental

Northwestern Matching Contributions




 




10





























 




shall be

made to the Supplemental Elective Contribution Account or Supplemental

Northwestern Matching Contribution Account of a Participant after termination

of the Plan, but Northwestern shall continue to credit gains and losses to

Supplemental Elective Contribution Accounts and Supplemental Northwestern

Matching Contribution Accounts pursuant to Article IV, until the balance of

such Supplemental Elective Contribution Accounts and Supplemental Northwestern

Matching Contribution Accounts have been fully distributed to each Participant

or his beneficiary.




 




ARTICLE VIII




GENERAL PROVISIONS




 




8.1           Participant’s Rights Unsecured.  Except as otherwise set forth in Section

8.2, the Plan at all times shall be entirely unfunded and no provision shall at

any time be made with respect to segregating any assets of Northwestern or its

Affiliates for payment of any distributions hereunder. The right of a

Participant or his designated beneficiary to receive a distribution hereunder

shall be an unsecured claim against the general assets of Northwestern or its

Affiliates, and neither the Participant nor a designated beneficiary shall have

any rights in or against any specific assets of Northwestern or its Affiliates.

All amounts credited to the Supplemental Elective Contribution Accounts and

Supplemental Northwestern Matching Contribution Accounts of Participants shall

constitute general assets of Northwestern and may be disposed of by

Northwestern at such time and for such purposes as it may deem appropriate.




 




8.2           Trust Agreement.  Northwestern shall be responsible for the payment of all benefits

provided under the Plan. At its discretion, Northwestern may establish one or

more trusts, with such trustees as the Board may approve, for the purpose of

providing for the payment of such benefits. Such trust or trusts shall be

irrevocable, but the assets thereof shall be subject to the claims of

Northwestern’s creditors. To the extent any benefits provided under the Plan

are actually paid from any such trust, Northwestern shall have no further

obligation with respect thereto, but to the extent not so paid, such benefits

shall remain the obligation of, and shall be paid by, Northwestern.




 




8.3           General Conditions.  Except as otherwise expressly provided

herein, all terms and conditions of the Qualified Plan applicable to a

Qualified Plan Elective Contribution or a Qualified Plan Northwestern Matching

Contribution will also be applicable to a Supplemental Elective Contribution or

a Supplemental Northwestern Matching Contribution to be made hereunder. Any

Qualified Plan Elective Contribution or Qualified Plan Northwestern Matching Contribution,

or any other contributions to be made under the Qualified Plan, shall be made

solely in accordance with the terms and conditions of the Qualified Plan, and

nothing in the Plan shall operate or be construed in any way to modify, amend

or affect the terms and provisions of the Qualified Plan.




 




8.4           No Guarantee of Benefits.  Nothing contained in the Plan shall

constitute a guaranty by Northwestern or any Affiliate or any other person or

entity that the assets of Northwestern or any Affiliate will be sufficient to

pay any benefit hereunder.




 




8.5           No Enlargement of Employee Rights.  No Participant shall have any right to

receive a distribution of contributions made under the Plan except in

accordance with the terms




 




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of the

Plan. Establishment of the Plan shall not be construed to give any Participant

the right to be retained in the service of Northwestern or any Affiliate.




 




8.6           Spendthrift Provision.  No interest of any person or entity in, or

right to receive a distribution under, the Plan shall be subject in any manner

to sale, transfer, assignment, pledge, attachment, garnishment, or other

alienation or encumbrance of any kind; nor may such interest or right to

receive a distribution be taken, either voluntarily or involuntarily for the

satisfaction of the debts of, or other obligations or claims against, such

person or entity, including claims for alimony, support, separate maintenance

and claims in bankruptcy proceedings.




 




8.7           Applicable Law. 

To the extent the laws of the United States do not apply, the Plan shall

be construed and administered under the laws of the State of South Dakota,

other than its laws respecting choice of law.




 




8.8           Incapacity of Recipient.  If any person entitled to a distribution

under the Plan is deemed by Northwestern or its designee to be incapable of

personally receiving and giving a valid receipt for such payment, then, unless

and until claim therefor shall have been made by a duly appointed guardian or

other legal representative of such person, Northwestern or its designee may

provide for such payment or any part thereof to be made to any other person or

institution then contributing toward or providing for the care and maintenance

of such person. Any such payment shall be a payment for the account of such

person and a complete discharge of any liability of Northwestern, its designee

and the Plan therefor.




 




8.9           Corporate Successors.  The Plan shall not be automatically

terminated by a transfer or sale of assets of Northwestern, or by the merger or

consolidation of Northwestern into or with any other corporation or other

entity, but the Plan shall be continued after such sale, merger or

consolidation only if and to the extent that the transferee, purchaser or

successor entity agrees to continue the Plan. If the Plan is not continued by

the transferee, purchaser or successor entity, then the Plan shall terminate

subject to the provisions of Section 7.2.




 




8.10         Unclaimed Benefit.  In the event that all, or any portion, of

the distribution payable to a Participant or his beneficiary hereunder shall,

at the expiration of five years after it shall become payable, remain unpaid

solely by reason of the inability of Northwestern or its designee, after

sending a registered letter, return receipt requested, to the last known

address, and after further diligent effort, to ascertain the whereabouts of

such Participant or his beneficiary, the amount so distributable shall be

treated as a forfeiture and shall be retained by Northwestern as part of its

general assets. In the event a Participant or beneficiary is located subsequent

to his benefit being forfeited, such benefit shall be restored.




 




8.11         Limitations on Liability.  Notwithstanding any of the preceding

provisions of the Plan, neither Northwestern nor any individual acting as

employee or agent of Northwestern shall be liable to any Participant, former

Participant, beneficiary or other person for any claim, loss, liability or

expense incurred in connection with the Plan.




 




8.12         Gender and Number.  Words in the masculine gender shall include the feminine and the

singular shall include the plural, and vice versa, unless qualified by the

context. Any




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headings used herein are included for

reference only, and are not to be construed so as to alter the terms hereof.




 




8.13         Adoption by Affiliate.  Any Affiliate may elect to become a party to

the Plan, with the approval of Northwestern, by adopting the Plan for the

benefit of its employees who meet the eligibility requirements of Article

II.  In such event, the term

“Northwestern” where used herein shall be deemed to refer to the adopting

Affiliate to the extent applicable. 

Notwithstanding the foregoing, Northwestern shall administer the Plan pursuant

to Article VI on behalf of an adopting Affiliate, and Northwestern shall act as

the agent of such adopting Affiliate for purposes of administration of the

Plan.




 




IN WITNESS WHEREOF, Northwestern has

caused the Plan to be executed in its name by its duly authorized officer this

1st day of December 2000, effective as of the first day of January 2000.




 




	

   


  	

  NORTHWESTERN

  CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

  By


  	

  /s/


  	

  John R. Van Camp


  
	

   


  	

   


  	

  Its


  	

   


  	

  Vice-President – Human Resources


  
					





 




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