<Page>

                                                                     Exhibit 4.4









                              AMENDED AND RESTATED

                              DECLARATION OF TRUST


                                       OF


                        NORTHWESTERN CAPITAL FINANCING II





                                DECEMBER 21, 2001


<Page>

                                                     TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                   <C>
ARTICLE I        INTERPRETATION AND DEFINITIONS...........................................................1
         SECTION  1.1   Definitions.......................................................................1
ARTICLE II       TRUST INDENTURE ACT......................................................................7
         SECTION  2.1   Trust Indenture Act; Application..................................................7
         SECTION  2.2   Lists of Holders of Securities....................................................7
         SECTION  2.3   Reports by the Property Trustee...................................................8
         SECTION  2.4   Periodic Reports to Property Trustee..............................................8
         SECTION  2.5   Evidence of Compliance with Conditions Precedent..................................8
         SECTION  2.6   Events of Default; Waiver.........................................................8
         SECTION  2.7   Event of Default; Notice.........................................................10
ARTICLE III      ORGANIZATION............................................................................10
         SECTION  3.1   Name.............................................................................10
         SECTION  3.2   Office...........................................................................10
         SECTION  3.3   Purpose..........................................................................11
         SECTION  3.4   Authority........................................................................11
         SECTION  3.5   Title to Property of the Trust...................................................11
         SECTION  3.6   Powers and Duties of the Regular Trustees........................................11
         SECTION  3.7   Prohibition of Actions by the Trust and the Trustees.............................14
         SECTION  3.8   Powers and Duties of the Property Trustee........................................14
         SECTION  3.9   Certain Duties and Responsibilities of the Property Trustee......................16
         SECTION  3.10  Certain Rights of Property Trustee...............................................18
         SECTION  3.11  Delaware Trustee.................................................................20
         SECTION  3.12  Execution of Documents...........................................................20
         SECTION  3.13  Not Responsible for Recitals or Issuance of Securities...........................20
         SECTION  3.14  Duration of Trust................................................................20
         SECTION  3.15  Mergers..........................................................................20
ARTICLE IV       SPONSOR.................................................................................22
         SECTION  4.1   Sponsor's Purchase of Common Securities..........................................22
         SECTION  4.2   Responsibilities of the Sponsor..................................................22
         SECTION  4.3   Expenses.........................................................................23
ARTICLE V        TRUSTEES................................................................................23
         SECTION  5.1   Number of Trustees...............................................................23
</Table>


                                        i

<Page>

                                                     TABLE OF CONTENTS
                                                        (continued)
<Table>
<Caption>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                   <C>
         SECTION  5.2   Delaware Trustee; Eligibility....................................................23
         SECTION  5.3   Property Trustee; Eligibility....................................................24
         SECTION  5.4   Qualifications of Regular Trustees and Delaware Trustee Generally................25
         SECTION  5.5   Initial Trustees.................................................................25
         SECTION  5.6   Appointment, Removal and Resignation of Trustees.................................25
         SECTION  5.7   Vacancies among Trustees.........................................................27
         SECTION  5.8   Effect of Vacancies..............................................................27
         SECTION  5.9   Meetings.........................................................................27
         SECTION  5.10  Delegation of Power..............................................................28
ARTICLE VI       DISTRIBUTIONS...........................................................................28
         SECTION  6.1   Distributions....................................................................28
ARTICLE VII      ISSUANCE OF SECURITIES..................................................................28
         SECTION  7.1   General Provisions Regarding Securities..........................................28
         SECTION  7.2   Authentication...................................................................29
         SECTION  7.3   Rights of Holders................................................................29
         SECTION  7.4   Subordination of Common Securities...............................................30
ARTICLE VIII     TERMINATION OF TRUST....................................................................30
         SECTION  8.1   Termination of Trust.............................................................30
ARTICLE IX       TRANSFER OF INTERESTS...................................................................31
         SECTION  9.1   Transfer of Securities...........................................................31
         SECTION  9.2   Transfer of Certificates.........................................................32
         SECTION  9.3   Deemed Security Holders..........................................................32
         SECTION  9.4   Book Entry Interests.............................................................32
         SECTION  9.5   Notices to Clearing Agency.......................................................33
         SECTION  9.6   Appointment of Successor Clearing Agency.........................................33
         SECTION  9.7   Definitive Preferred Security Certificates.......................................33
         SECTION  9.8   Mutilated, Destroyed, Lost or Stolen Certificates................................34
ARTICLE X        LIMITATION OF LIABILITY OF HOLDERS OF  SECURITIES, TRUSTEES AND OTHERS..................35
         SECTION  10.1  Liability........................................................................35
         SECTION  10.2  Exculpation......................................................................35
</Table>

                                       ii

<Page>

                                                     TABLE OF CONTENTS
                                                        (continued)
<Table>
<Caption>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                   <C>
         SECTION  10.3  Fiduciary Duty...................................................................36
         SECTION  10.4  Indemnification..................................................................37
         SECTION  10.5  Outside Businesses...............................................................37
ARTICLE XI       ACCOUNTING..............................................................................38
         SECTION  11.1  Fiscal Year......................................................................38
         SECTION  11.2  Certain Accounting Matters.......................................................38
         SECTION  11.3  Banking..........................................................................38
         SECTION  11.4  Withholding......................................................................39
ARTICLE XII      AMENDMENTS AND MEETINGS.................................................................39
         SECTION  12.1  Amendments.......................................................................39
         SECTION  12.2  Meetings of the Holders of Securities; Action by Written Consent.................40
ARTICLE XIII     REPRESENTATIONS OF PROPERTY TRUSTEE.....................................................42
         SECTION  13.1  Representations and Warranties of Property Trustee...............................42
ARTICLE XIV      MISCELLANEOUS...........................................................................43
         SECTION  14.1  Notices..........................................................................43
         SECTION  14.2  Governing Law....................................................................44
         SECTION  14.3  Intention of the Parties.........................................................44
         SECTION  14.4  Headings.........................................................................44
         SECTION  14.5  Successors and Assigns...........................................................44
         SECTION  14.6  Partial Enforceability...........................................................44
         SECTION  14.7  Counterparts.....................................................................44
</Table>

                                      iii

<Page>


                                                     LIST OF DEFINED TERMS


<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                            <C>
10% in liquidation amount of the Securities.......................................................................6
66-2/3% in liquidation amount of the Securities...................................................................6
Affiliate.........................................................................................................2
Authorized Officer................................................................................................2
Book Entry Interest...............................................................................................2
Business Day......................................................................................................2
Business Trust Act................................................................................................2
Certificate.......................................................................................................2
Clearing Agency...................................................................................................2
Clearing Agency Participant.......................................................................................2
Code..............................................................................................................2
Commission........................................................................................................2
Common Securities Guarantee.......................................................................................3
Common Security...................................................................................................2
Common Security Certificate.......................................................................................3
Covered Person....................................................................................................3
Debenture Issuer..................................................................................................3
Debenture Trustee.................................................................................................3
Debentures........................................................................................................3
Definitive Preferred Security Certificates........................................................................3
Delaware Trustee..................................................................................................3
Direction.........................................................................................................3
Distribution......................................................................................................3
DTC...............................................................................................................3
Event of Default..................................................................................................3
Exchange Act......................................................................................................3
Global Certificate................................................................................................3
Holder............................................................................................................3
Indemnified Person................................................................................................4
Indenture.........................................................................................................4
Investment Company................................................................................................4
Investment Company Act............................................................................................4
Legal Action......................................................................................................4
List of Holders...................................................................................................4
Majority in liquidation amount of the Securities..................................................................4
Officers' Certificate.............................................................................................4
Over-allotment Option.............................................................................................5
Paying Agent......................................................................................................5
Person............................................................................................................5
Preferred Securities Guarantee....................................................................................5
Preferred Security................................................................................................5
Preferred Security Beneficial Owner...............................................................................5
Preferred Security Certificate....................................................................................5
Property Trustee..................................................................................................5
</Table>

                                       iv
<Page>

                                                     LIST OF DEFINED TERMS
                                                          (continued)


<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                            <C>
Property Trustee Account..........................................................................................5
Prospectus........................................................................................................5
Quorum............................................................................................................5
Regular Trustee...................................................................................................5
Related Party.....................................................................................................5
Responsible Officer...............................................................................................5
Rule 3a-7.........................................................................................................6
Securities........................................................................................................6
Securities Act....................................................................................................6
Sponsor...........................................................................................................6
Successor Entity..................................................................................................6
Successor Securities..............................................................................................6
Super Majority....................................................................................................6
Treasury Regulations..............................................................................................6
Trust Indenture Act...............................................................................................7
Trustee...........................................................................................................6
Underwriting Agreement............................................................................................7
</Table>


                                        v


<Page>



                                        NORTHWESTERN CAPITAL FINANCING II

                                          CROSS REFERENCE TABLE FOR THE
                                     AMENDED AND RESTATED DECLARATION OF TRUST


<Table>
<Caption>
SECTION OF TRUST INDENTURE                                                  SECTION OF AMENDED AND RESTATED
ACT OF 1039, AS AMENDED                                                                DECLARATION OF TRUST
<S>                                                                         <C>
Section 310    (a)(1)...................................................................................5.3
               (a)(2)...................................................................................5.3
               (a)(3)...................................................................................5.6
               (a)(4)........................................................................Not Applicable
               (b)...................................................................................5.3(c)
               (c)...........................................................................Not Applicable
Section 311    (a)...................................................................................2.2(b)
               (b)...................................................................................2.2(b)
               (c)...........................................................................Not Applicable
Section 312    (a)...................................................................................2.2(a)
               (b)...................................................................................2.2(b)
               (c)..........................................................................Not  Applicable
Section 313    (a)......................................................................................2.3
               (b)......................................................................................2.3
               (c)......................................................................................2.3
               (d)......................................................................................2.3
Section 314    (a).............................................................................2.4, 3.6 (j)
               (b)...........................................................................Not Applicable
               (c)(1)..............................................................................2.4, 2.5
               (c)(2)..............................................................................2.4, 2.5
               (c)(3)..............................................................................2.4, 2.5
               (d)......................................................................................2.4
               (e)......................................................................................2.4
Section 315    (a)................................................................................3.9, 3.10
               (b)...................................................................................2.7(a)
               (c)...................................................................................3.9(a)
               (d)...................................................................................3.9(b)
               (e)...........................................................................Not Applicable
Section 316    (a).............................................................................Exhibit 5(b)
               (a)(1)(A).......................................................................Exhibit 5(b)
               (a)(1)(B).......................................................................Exhibit 5(b)
               (a)(2)........................................................................Not Applicable
               (b).............................................................................Exhibit 5(b)
               (c)......................................................................................2.2
Section 317    (a)(1)........................................................................Not Applicable
               (a)(2)........................................................................Not Applicable
               (b)...................................................................................3.8(h)
Section 318    (a)...................................................................................2.1(c)
</Table>

-----------------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Amended and Restated Declaration of Trust.

                                       vi

<Page>


                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                        NORTHWESTERN CAPITAL FINANCING II


     AMENDED AND RESTATED DECLARATION OF TRUST ("DECLARATION") dated and
effective as of December 21, 2001, by the undersigned trustees (together with
all other Persons from time to time duly appointed and serving as trustees in
accordance with the provisions of this Declaration, the "TRUSTEES"),
NorthWestern Corporation, a Delaware corporation, as trust sponsor (the
"SPONSOR"), and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust to be issued pursuant to this Declaration;

     WHEREAS, the Trustees and the Sponsor established a trust (the "TRUST")
under the Delaware Business Trust Act (the "BUSINESS TRUST ACT") pursuant to a
Declaration of Trust dated as of June 19, 1995 (as amended, the "ORIGINAL
DECLARATION"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on June 19, 1995 for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Debentures (as
defined herein) of the Debenture Issuer (as defined herein);

     WHEREAS, the Original Declaration was amended pursuant a First Amendment to
the Declaration of Trust of NWPS Capital Financing II dated July 12, 1998; and

     WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend
and restate each and every term and provision of the Original Declaration as so
amended.

     NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION  1.1    DEFINITIONS.

     In this Declaration, unless the context otherwise requires:

     (a)  capitalized terms used in this Declaration but not defined in the
          preamble above have the respective meanings assigned to them in this
          SECTION 1.1;

     (b)  a term defined anywhere in this Declaration has the same meaning
          throughout;

                                      -1-

<Page>

     (c)  all references to "the Declaration" or "this Declaration" are to this
          Declaration as modified, supplemented or amended from time to time;

     (d)  all references in this Declaration to Articles and Sections and
          Exhibits are to Articles and Sections of and Exhibits to this
          Declaration unless otherwise specified;

     (e)  a term defined in the Trust Indenture Act has the same meaning when
          used in this Declaration unless otherwise defined in this Declaration
          or unless the context otherwise requires; and

     (f)  a reference to the singular includes the plural and vice versa.

     "AFFILIATE" has the same meaning as given to that term in Rule 405
promulgated under the Securities Act or any successor rule thereunder.

     "AUTHORIZED OFFICER" of a Person means any Person that is authorized to
bind such Person.

     "BOOK ENTRY INTEREST" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in SECTION 9.4.

     "BUSINESS DAY" means any day other than Saturday, Sunday or any other day
on which banking institutions in New York, New York are authorized or required
by applicable law to close.

     "BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 ET SEQ., as it may be amended from time to time, or any
successor legislation.

     "CERTIFICATE" means a Common Security Certificate or a Preferred Security
Certificate.

     "CLEARING AGENCY" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Preferred Securities and in whose name or in whose nominee's name shall be
registered a Global Certificate and which shall undertake to effect book entry
transfers and pledges of the Preferred Securities.

     "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Clearing Agency
effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

     "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

     "COMMISSION" means the Securities and Exchange Commission.

     "COMMON SECURITY" has the meaning specified in SECTION 7.1.

                                      -2-
<Page>

     "COMMON SECURITIES GUARANTEE" means the guarantee agreement to be dated as
of December 21, 2001 of the Sponsor in respect of the Common Securities.

     "COMMON SECURITY CERTIFICATE" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
ANNEX II to EXHIBIT A.

     "COVERED PERSON" means: (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

     "DEBENTURE ISSUER" means NorthWestern Corporation in its capacity as issuer
of the Debentures.

     "DEBENTURE TRUSTEE" means JPMorgan Chase Bank (as successor to The Chase
Manhattan Bank, N.A.), as trustee under the Indenture, until a successor is
appointed thereunder, and thereafter means such successor trustee.

     "DEBENTURES" means the series of Debentures entitled "8 1/4% Junior
Subordinated Deferrable Interest Debentures due December 15, 2031" to be issued
to the Property Trustee by the Debenture Issuer under the Indenture, a specimen
certificate of which is attached as EXHIBIT B.

     "DEFINITIVE PREFERRED SECURITY CERTIFICATES" has the meaning set forth in
SECTION 9.4.

     "DELAWARE TRUSTEE" has the meaning set forth in SECTION 5.2.

     "DIRECTION" by a Person means a written direction signed: (a) if the Person
is a natural person, by that Person; or (b) in any other case, in the name of
such Person by one or more Authorized Officers of that Person.

     "DISTRIBUTION" means a distribution payable to Holders of Securities in
accordance with SECTION 6.1.

     "DTC" means The Depository Trust Company, the initial Clearing Agency.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "EVENT OF DEFAULT" in respect of the Securities means an Event of Default
(as defined in the Indenture) has occurred and is continuing in respect of the
Debentures.

     "GLOBAL CERTIFICATE" has the meaning set forth in SECTION 9.4.

     "HOLDER" means a Person in whose name a Certificate representing a Security
is registered, such Person being a beneficial owner within the meaning of the
Business Trust Act.

                                      -3-
<Page>

     "INDEMNIFIED PERSON" means any Trustee, any Affiliate of any Trustee, or
any officers, directors, shareholders, members, partners, employees,
representatives or agents of any Trustee, or any employee or agent of the Trust
or its Affiliates.

     "INDENTURE" means the Subordinated Debt Securities Indenture dated as of
August 1, 1995, between the Debenture Issuer and JPMorgan Chase Bank (as
successor to The Chase Manhattan Bank, (N.A.)), as trustee, as supplemented by
the First Supplemental Indenture dated as of August 1, 1995, the Second
Supplemental Indenture dated as of November 15, 1998 and the Third Supplemental
Indenture dated as of December 21, 2001, pursuant to which the Debentures are to
be issued (the "THIRD SUPPLEMENTAL INDENTURE").

     "INVESTMENT COMPANY" means an investment company as defined in the
Investment Company Act.

     "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "LEGAL ACTION" has the meaning set forth in SECTION 3.6(h).

     "LIST OF HOLDERS" has the meaning set forth in SECTION 2.2.

     "MAJORITY IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as
provided in the terms of the Securities and by the Trust Indenture Act, a vote
by the Holder(s) of Securities voting together as a single class or, as the
context may require, a vote by the Holder(s) of the Preferred Securities or the
Holder(s) of the Common Securities, each voting separately as a class,
representing a majority of the liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all Securities of such class.

     "OFFICERS' CERTIFICATE" means, with respect to any Person, a certificate
signed by two Authorized Officers of such Person. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include:

     (a)  a statement that each officer signing the Officers' Certificate has
          read the covenant or condition and the definition relating thereto;

     (b)  a brief statement of the nature and scope of the examination or
          investigation undertaken by each officer in rendering the Officers'
          Certificate;

     (c)  a statement that each such officer has made such examination or
          investigation as, in such officer's opinion, is necessary to enable
          such officer to express an informed opinion as to whether or not such
          covenant or condition has been complied with; and

     (d)  a statement as to whether, in the opinion of each such officer, such
          condition or covenant has been complied with.



                                      -4-
<Page>

     "OVERALLOTMENT OPTION" shall mean any overallotment option contained in the
Underwriting Agreement.

     "PAYING AGENT" has the meaning specified in SECTION 3.8(h).

     "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "PREFERRED SECURITIES GUARANTEE" means the guarantee agreement to be dated
as of December 21, 2001 of the Sponsor in respect of the Preferred Securities.

     "PREFERRED SECURITY" has the meaning specified in SECTION 7.1.

     "PREFERRED SECURITY BENEFICIAL OWNER" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

     "PREFERRED SECURITY CERTIFICATE" means a certificate representing a
Preferred Security substantially in the form of ANNEX I to EXHIBIT A.

     "PROPERTY TRUSTEE" means the Trustee meeting the eligibility requirements
set forth in SECTION 5.3.

     "PROPERTY TRUSTEE ACCOUNT" has the meaning set forth in SECTION 3.8(c).

     "PROSPECTUS" has the meaning set forth in the terms of the Securities set
forth in EXHIBIT A.

     "QUORUM" means a majority of the Regular Trustees or, if there are only two
Regular Trustees, both of them.

     "REGULAR TRUSTEE" means any Trustee other than the Property Trustee and the
Delaware Trustee.

     "RELATED PARTY" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

     "RESPONSIBLE OFFICER" means, with respect to the Property Trustee, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer in the corporate trust department
of the Property Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate



                                      -5-
<Page>

trust matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

     "RULE 3a-7" means Rule 3a-7 promulgated under the Investment Company Act or
any successor rule thereunder.

     "SECURITIES" means the Common Securities and the Preferred Securities.

     "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "66-2/3% IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as provided
in the terms of the Preferred Securities and by the Trust Indenture Act, a vote
by the Holder(s) of the Securities voting together as a single class or, as the
context may require, a vote by the Holder(s) of the Preferred Securities or the
Holder(s) of the Common Securities, each voting separately as a class,
representing 66-2/3% of the liquidation amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all Securities of such class.

     "SPONSOR" means NorthWestern Corporation, a Delaware corporation, or any
successor entity in a merger, consolidation or amalgamation, in its capacity as
sponsor of the Trust.

     "SUCCESSOR ENTITY" has the meaning set forth in SECTION 3.15.

     "SUCCESSOR SECURITIES" has the meaning set forth in SECTION 3.15.

     "SUPER MAJORITY" means, with respect to a consent under the Indenture, the
consent of the Holders of greater than a majority in principal amount of
Debentures affected by such consent.

     "10% IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as provided in
the terms of the Preferred Securities and by the Trust Indenture Act, the vote
by the Holder(s) of the Securities voting together as a single class or, as the
context may require, the vote by the Holder(s) of the Preferred Securities or
the Holder(s) of the Common Securities, each voting separately as a class,
representing 10% of the liquidation amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all Securities of such class.

     "TREASURY REGULATIONS" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "TRUSTEE" or "TRUSTEES" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in



                                      -6-
<Page>

accordance with the provisions hereof, and references herein to a Trustee or the
Trustees shall refer to such Person or Persons solely in their capacity as
trustees hereunder.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

     "UNDERWRITING AGREEMENT" means the Underwriting Agreement for the offering
and sale of the Preferred Securities in the form of EXHIBIT C.

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION  2.1    TRUST INDENTURE ACT; APPLICATION.

     (a)  This Declaration is subject to the provisions of the Trust Indenture
          Act that are required to be part of this Declaration and shall, to the
          extent applicable, be governed by such provisions.

     (b)  The Property Trustee shall be the only Trustee which is a Trustee for
          the purposes of the Trust Indenture Act.

     (c)  If and to the extent that any provision of this Declaration limits,
          qualifies or conflicts with the duties imposed by Sections 310 to 317,
          inclusive, of the Trust Indenture Act, such imposed duties shall
          control.

     (d)  The application of the Trust Indenture Act to this Declaration shall
          not affect the nature of the Securities as equity securities
          representing undivided beneficial interests in the assets of the
          Trust.

SECTION  2.2    LISTS OF HOLDERS OF SECURITIES.

     (a)  Each of the Sponsor, the Debenture Issuer and the Regular Trustees on
          behalf of the Trust shall provide the Property Trustee (i) within 14
          days after each record date for payment of Distributions, a list, in
          such form as the Property Trustee may reasonably require, of the names
          and addresses of the Holders of the Securities (a "LIST OF HOLDERS")
          as of such record date, provided that none of the Sponsor, the
          Debenture Issuer or the Regular Trustees on behalf of the Trust shall
          be obligated to provide such List of Holders at any time the List of
          Holders does not differ from the most recent List of Holders given to
          the Property Trustee by the Sponsor, the Debenture Issuer and the
          Regular Trustees on behalf of the Trust, and (ii) at any other time,
          within 30 days of receipt by the Trust of a written request for a List
          of Holders as of a date no more than 14 days before such List of
          Holders is given to the Property Trustee. The Property Trustee shall
          preserve, in as current a form as is reasonably practicable, all
          information contained in the Lists of Holders given to it or which it
          receives in the capacity as Paying Agent (if acting in such capacity)
          provided that the Property Trustee may destroy any List of Holders
          previously given to it on receipt of a new List of Holders.

                                      -7-
<Page>

     (b)  The Property Trustee shall comply with its obligations under Sections
          311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION  2.3    REPORTS BY THE PROPERTY TRUSTEE.

     Within 60 days after May 15 of each year, the Property Trustee shall
provide to the Holders of the Preferred Securities such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION  2.4    PERIODIC REPORTS TO PROPERTY TRUSTEE.

     Each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     Each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Declaration that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) may
be given in the form of an Officers' Certificate.

SECTION  2.6    EVENTS OF DEFAULT; WAIVER.

     (a)  The Holders of a Majority in liquidation amount of the Preferred
          Securities may, by vote, on behalf of the Holders of all of the
          Preferred Securities, waive any past Event of Default in respect of
          the Preferred Securities and its consequences, provided that, if the
          Event of Default arises out of an event of default under the
          Indenture:

          (i)  which is not waivable under the Indenture, the Event of Default
               under the Declaration shall also not be waivable; or

          (ii) which requires the consent or vote of all or a Super Majority of
               the holders of the Debentures to be waived under the Indenture,
               the Event of Default under the Declaration may only be waived by
               the vote of all of the Holders of the Preferred Securities or the
               Holders of at least the proportion in liquidation amount of the
               Preferred Securities as represents the relevant Super Majority of
               the aggregate principal amount of the Debentures outstanding.

          Upon such waiver, any such default shall cease to exist, and any Event
          of Default with respect to the Preferred Securities arising therefrom
          shall be deemed to have



                                      -8-
<Page>

          been cured, for every purpose of this Declaration, but no such waiver
          shall extend to any subsequent or other default or an Event of Default
          with respect to the Preferred Securities or impair any right
          consequent thereon. Any waiver by the Holders of the Preferred
          Securities of an Event of Default with respect to the Preferred
          Securities shall also be deemed to constitute a waiver by the Holders
          of the Common Securities of any such Event of Default with respect to
          the Common Securities for all purposes of this Declaration without any
          further act, vote or consent of the Holders of the Common Securities.

     (b)  The Holders of a Majority in liquidation amount of the Common
          Securities may, by vote, on behalf of the Holders of all of the Common
          Securities, waive any past Event of Default with respect to the Common
          Securities and its consequences, provided that, if the Event of
          Default arises out of an event of default under the Indenture:

          (i)  which is not waivable under the Indenture, except where the
               Holders of the Common Securities are deemed to have waived such
               Event of Default under the Declaration as provided below in this
               SECTION 2.6(b), the Event of Default under the Declaration shall
               also not be waivable; or

          (ii) which requires the consent or vote of all or a Super Majority of
               the Holders of the Debentures to be waived under the Indenture,
               except where the Holders of the Common Securities are deemed to
               have waived such Event of Default under the Declaration as
               provided below in this SECTION 2.6(b), the Event of Default under
               the Declaration may only be waived by the vote of all of the
               Holders of the Common Securities or the Holders of at least the
               proportion in liquidation amount of the Common Securities as
               represents the relevant Super Majority of the aggregate principal
               amount of the Debentures outstanding.

          Each Holder of Common Securities will be deemed to have waived any
          such Event of Default and all Events of Default with respect to the
          Common Securities and its consequences until all Events of Default
          with respect to the Preferred Securities have been cured, waived or
          otherwise eliminated, and until such Events of Default have been so
          cured, waived or otherwise eliminated, the Property Trustee will be
          deemed to be acting solely on behalf of the Holders of the Preferred
          Securities and only the Holders of the Preferred Securities will have
          the right to direct the Property Trustee in accordance with the terms
          of the Securities. Subject to the foregoing provisions of this SECTION
          2.6(b), upon such waiver, any such default shall cease to exist and
          any Event of Default with respect to the Common Securities arising
          therefrom shall be deemed to have been cured, for every purpose of
          this Declaration, but no such waiver shall extend to any subsequent or
          other default or Event of Default with respect to the Common
          Securities or impair any right consequent thereon.

                                      -9-
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     (c)  A waiver of an Event of Default under the Indenture by the Property
          Trustee at the direction of the Holders of the Preferred Securities
          constitutes a waiver of the corresponding Event of Default under this
          Declaration.

SECTION  2.7    EVENT OF DEFAULT; NOTICE.

     (a)  The Property Trustee shall, within 90 days after the occurrence of an
          Event of Default, transmit by mail, first class postage prepaid, to
          the Holders of the Securities, notices of all defaults with respect to
          the Securities known to the Property Trustee, unless such defaults
          have been cured before the giving of such notice (the term "defaults"
          for the purposes of this SECTION 2.7(a) being hereby defined to be an
          Event of Default as defined in the Indenture, not including any
          periods of grace provided for therein and irrespective of the giving
          of any notice provided therein; provided that, except for a default in
          the payment of principal of (or premium, if any) or interest on any of
          the Debentures or in the payment of any sinking fund installment
          established for the Debentures, the Property Trustee shall be
          protected in withholding such notice if and so long as the board of
          directors, the executive committee or a trust committee of directors
          and/or Responsible Officers of the Property Trustee in good faith
          determines that the withholding of such notice is in the interests of
          the Holders of the Securities.

     (b)  The Property Trustee shall not be deemed to have knowledge of any
          default except:

          (i)  a default under Sections 501(a)(1) and 501(a)(2) of the
               Indenture; or

          (ii) any default as to which the Property Trustee shall have received
               written notice or a Responsible Officer charged with the
               administration of the Declaration shall have obtained written
               notice of.

                                  ARTICLE III
                                  ORGANIZATION

SECTION  3.1    NAME.

     The Trust is named "NorthWestern Capital Financing II", as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of the Securities. The Trust's activities may be conducted under the
name of the Trust or any other name deemed advisable by the Regular Trustees.

SECTION  3.2    OFFICE.

     The address of the principal office of the Trust is c/o NorthWestern
Corporation, 125 S. Dakota Avenue, Suite 1100, Sioux Falls, South Dakota 57104.
On 10 Business Days written notice to the Holders of the Securities, the Regular
Trustees may designate another principal office. The name and business address
of the Delaware Trustee in the State of Delaware is Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, or
such other address in the State of Delaware as the Delaware Trustee may


                                      -10-
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designate by written notice to the Holders of the Securities, the Sponsor, the
Property Trustee and the Regular Trustees.

SECTION  3.3    PURPOSE.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
the Securities and use the proceeds from such sales to acquire the Debentures,
and (b) except as otherwise limited herein, to engage in only those other
activities necessary, appropriate, convenient or incidental thereto. The Trust
shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets or otherwise undertake (or permit to be
undertaken) any activity that would (i) cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust or (ii) cause each
Holder of Securities not to be treated as owning an undivided beneficial
interest in the Debentures at any time the Securities are outstanding.

SECTION  3.4    AUTHORITY.

     Subject to the limitations provided in this Declaration and to the specific
duties of the Property Trustee, the Regular Trustees shall have exclusive and
complete authority to carry out the purposes of the Trust. An action taken by
the Regular Trustees in accordance with their powers shall constitute the act of
and serve to bind the Trust, and an action taken by the Property Trustee in
accordance with its powers shall constitute the act of and serve to bind the
Trust. In dealing with the Trustees acting on behalf of the Trust, no Person
shall be required to inquire into the authority of the Trustees to bind the
Trust. Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Trustees as set forth in this Declaration.

SECTION  3.5    TITLE TO PROPERTY OF THE TRUST.

     Except as provided in SECTION 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. The Holders shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

SECTION  3.6    POWERS AND DUTIES OF THE REGULAR TRUSTEES.

     Subject to SECTION 4.2, the Regular Trustees shall have the exclusive
power, duty and authority to cause the Trust to engage in the following
activities:

     (a)  to issue and sell the Preferred Securities and the Common Securities
          in accordance with this Declaration; PROVIDED, HOWEVER, that the Trust
          may issue no more than one series of Preferred Securities and no more
          than one series of Common Securities, and, provided further, that
          there shall be no interests in the Trust other than the Securities,
          and the issuance of the Securities shall be limited to a one-time,
          simultaneous issuance of both the Preferred Securities and the Common
          Securities, subject to the issuance of additional Securities pursuant
          to the exercise of any Overallotment Option;



                                      -11-
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     (b)  in connection with the issue and sale of the Preferred Securities, to
          execute and deliver any documents required by any Clearing Agency in
          connection with the issuance of a Global Certificate;

     (c)  to acquire the Debentures with the proceeds of the sale of the
          Preferred Securities and the Common Securities; PROVIDED, HOWEVER,
          that the Regular Trustees shall cause legal title to the Debentures to
          be held of record in the name of the Property Trustee for the benefit
          of the Holders of the Preferred Securities and the Holders or Common
          Securities;

     (d)  to give the Debenture Issuer, the Sponsor and the Property Trustee
          prompt written notice of the occurrence of a Tax Event or an
          Investment Company Event (each as defined in the Indenture); provided
          that the Regular Trustees shall consult with the Debenture Issuer, the
          Sponsor and the Property Trustee before taking or refraining from
          taking any action in relation to a Tax Event or an Investment Company
          Event;

     (e)  to establish a record date with respect to all actions to be taken
          hereunder that require a record date be established, including and
          with respect to, for the purposes of Section 316(c) of the Trust
          Indenture Act, Distributions, voting rights, redemptions and
          exchanges, and to issue relevant notices to the Holders of Preferred
          Securities and Holders of Common Securities as to such actions and
          applicable record dates;

     (f)  To cause the Trust to execute and deliver to DTC on behalf of the
          Trust the Letter of Representations dated December 21, 2001;

     (g)  to take all actions and perform such duties as may be required of the
          Regular Trustees pursuant to the terms of the Securities;

     (h)  to bring or defend, pay, collect, compromise, arbitrate, resort to
          legal action or otherwise adjust claims or demands of or against the
          Trust ("LEGAL ACTION"), unless pursuant to SECTION 3.8(e), the
          Property Trustee has the exclusive power to bring such Legal Action;

     (i)  to employ or otherwise engage employees and agents (who may be
          designated as officers with titles) and managers, contractors,
          advisors and consultants and pay reasonable compensation for such
          services;

     (j)  to cause the Trust to comply with the Trust's obligations under the
          Trust Indenture Act;

     (k)  to give the certificate required by Section 314(a)(4) of the Trust
          Indenture Act to the Property Trustee, which certificate may be
          executed by any Regular Trustee;

     (l)  to incur expenses which are necessary or incidental to carry out any
          of the purposes of the Trust;

                                      -12-
<Page>

     (m)  to act as, or appoint another Person to act as, registrar and transfer
          agent for the Securities;

     (n)  to give prompt written notice to the Holders of the Securities of any
          notice received from the Debenture Issuer of its election to defer
          payments of interest on the Debentures by extending the interest
          payment period under the Indenture;

     (o)  to execute all documents or instruments, perform all duties and
          powers, and do all things for and on behalf of the Trust in all
          matters necessary or incidental to the foregoing;

     (p)  to take all action that may be necessary or appropriate for the
          preservation and the continuation of the Trust's valid existence,
          rights, franchises and privileges as a statutory business trust under
          the laws of the State of Delaware and of each other jurisdiction in
          which such existence is necessary to protect the limited liability of
          the Holders of the Securities or to enable the Trust to effect the
          purposes for which the Trust was created;

     (q)  to take any action, not inconsistent with this Declaration or with
          applicable law, that the Regular Trustees determine in their
          discretion to be necessary or desirable in carrying out the activities
          of the Trust as set out in this SECTION 3.6; PROVIDED, HOWEVER, such
          action shall not:

          (i)  cause the Trust to be deemed to be an Investment Company required
               to be registered under the Investment Company Act;

          (ii) cause the Trust to be characterized for United States federal
               income tax purposes as an association taxable as a corporation or
               a partnership but for each Holder of Securities to be treated as
               owning an undivided beneficial interest in the Debentures; and

         (iii) cause the Debentures to be treated as indebtedness of the
               Debenture Issuer for United States federal income tax purposes,
               provided that such action does not adversely affect the interests
               of Holders; and

     (r)  to take all action necessary to cause all applicable tax returns and
          tax information reports that are required to be filed with respect to
          the Trust to be duly prepared and filed by the Regular Trustees, on
          behalf of the Trust.

     The Regular Trustees must exercise the powers set forth in this SECTION 3.6
in a manner that is consistent with the purposes and functions of the Trust set
out in SECTION 3.3, and the Regular Trustees shall not take any action that is
inconsistent with the purposes and functions of the Trust set forth in SECTION
3.3. Subject to this SECTION 3.6, the Regular Trustees shall have none of the
powers or the authority of the Property Trustee set forth in SECTION 3.8.


                                      -13-
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SECTION  3.7    PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

     The Trust shall not, and the Trustees (including the Property Trustee)
shall not engage in any activity other than as required or authorized by this
Declaration. In particular, the Trust shall not and the Trustees (including the
Property Trustee) shall not:

     (a)  invest any proceeds received by the Trust from holding the Debentures
          but shall distribute all such proceeds to the Holders of the
          Securities pursuant to the terms of this Declaration and of the
          Securities;

     (b)  acquire any assets other than as expressly provided herein;

     (c)  possess Trust property for other than a Trust purpose;

     (d)  make any loans or incur any indebtedness;

     (e)  unless otherwise provided in this Declaration, possess any power or
          otherwise act in such a way as to vary the Trust assets or the terms
          of the Securities in any way whatsoever;

     (f)  issue any securities or other evidences of beneficial ownership of, or
          beneficial interest in, the Trust other than the Securities; or

     (g)  (i) direct the time, method and place of exercising any trust or power
          conferred upon the Debenture Trustee with respect to the Debentures,
          (ii) waive any past default that is waivable under Section 513 of the
          Indenture, (iii) exercise any right to rescind or annul any
          declaration that the principal of all the Debentures shall be due and
          payable or (iv) consent to any amendment, modification or termination
          of the Indenture or the Debentures, where such consent shall be
          required, unless the Trust shall have received an opinion of counsel
          to the effect that such modification will not cause the Trust to fail
          to be classified as a grantor trust for United States federal income
          tax purposes.

SECTION  3.8    POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

     (a)  The legal title to the Debentures shall be owned by and held of record
          in the name of the Property Trustee in trust for the benefit of the
          Holders of the Securities. The right, title and interest of the
          Property Trustee to the Debentures shall vest automatically in each
          Person who may hereafter be appointed as Property Trustee in
          accordance with SECTION 5.6. Such vesting and cessation of title shall
          be effective whether or not conveyancing documents with regard to the
          Debentures have been executed and delivered.

     (b)  The Property Trustee shall not transfer its right, title and interest
          in the Debentures to the Regular Trustees or to the Delaware Trustee
          (if the Property Trustee does not also act as Delaware Trustee).



                                      -14-
<Page>

     (c)  The Property Trustee shall:

          (i)  establish and maintain a segregated non-interest bearing trust
               account (the "PROPERTY TRUSTEE ACCOUNT") in the name of and under
               the exclusive control of the Property Trustee on behalf of the
               Holders of the Securities and, upon the receipt of payments of
               funds made in respect of the Debentures held by the Property
               Trustee, deposit such funds into the Property Trustee Account and
               make payments to the Holders of the Preferred Securities and the
               Holders of the Common Securities from the Property Trustee
               Account in accordance with SECTION 6.1. Funds in the Property
               Trustee Account shall be held uninvested until disbursed in
               accordance with this Declaration. The Property Trustee Account
               shall be an account that is maintained with a banking institution
               the rating on whose long term unsecured indebtedness is at least
               equal to the lowest investment grade rating assigned by a
               "nationally recognized statistical rating organization", as that
               term is defined for purposes of Rule 436(g)(2) under the
               Securities Act;

          (ii) engage in such ministerial activities as shall be necessary or
               appropriate to effect the redemption of the Preferred Securities
               and the Common Securities to the extent the Debentures are
               redeemed or mature; and

         (iii) upon notice of distribution issued by the Regular Trustees in
               accordance with the terms of the Preferred Securities and the
               Common Securities, engage in such ministerial activities as shall
               be necessary or appropriate to effect the distribution of the
               Debentures to Holders of Securities.

     (d)  The Property Trustee shall take all actions and perform such duties as
          may be specifically required of the Property Trustee pursuant to the
          terms of the Securities.

     (e)  The Property Trustee shall take any Legal Action which arises out of
          or in connection with an Event of Default or the Property Trustee's
          duties and obligations under this Declaration or the Trust Indenture
          Act.

     (f)  The Property Trustee shall not resign as a Trustee unless either:

          (i)  the Trust has been completely liquidated and the proceeds of the
               liquidation distributed to the Holders of the Securities pursuant
               to the terms of the Securities; or

          (ii) a successor Property Trustee has been appointed and has accepted
               that appointment in accordance with SECTION 5.6.

     (g)  The Property Trustee shall have the legal power to exercise all of the
          rights, powers and privileges of a holder of Debentures under the
          Indenture and, if an Event of Default occurs and is continuing, the
          Property Trustee shall, for the benefit of the Holders of the
          Securities, enforce its rights as holder of the



                                      -15-
<Page>

          Debentures subject to the rights of the Holders pursuant to the terms
          of the Securities.

     (h)  The Property Trustee may authorize one or more Persons (each, a
          "PAYING AGENT") to pay Distributions, redemption payments or
          liquidation payments on behalf of the Trust with respect to all
          Securities and may remove any Paying Agent at any time and appoint a
          successor Paying Agent or additional Paying Agents at any time. Any
          Paying Agent shall comply with Section 317(b) of the Trust Indenture
          Act.

     (i)  Subject to this SECTION 3.8, the Property Trustee shall have none of
          the duties, liabilities, powers or the authority of the Regular
          Trustees set forth in SECTION 3.6.

     The Property Trustee must exercise the powers set forth in this SECTION 3.8
in a manner which is consistent with the purposes and functions of the Trust set
out in SECTION 3.3, and the Property Trustee shall not take any action which is
inconsistent with the purposes and functions of the Trust set out in SECTION
3.3.

SECTION 3.9     CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

     (a)  The Property Trustee, before the occurrence of any Event of Default
          and after the curing or waiver of all Events of Default that may have
          occurred, shall undertake to perform only such duties as are
          specifically set forth in this Declaration and no implied covenants
          shall be read into this Declaration against the Property Trustee. In
          case an Event of Default has occurred (that has not been cured or
          waived pursuant to SECTION 2.6), the Property Trustee shall exercise
          such of the rights and powers vested in it by this Declaration, and
          use the same degree of care and skill in their exercise, as a prudent
          person would exercise or use under the circumstances in the conduct of
          his or her own affairs.

     (b)  No provision of this Declaration shall be construed to relieve the
          Property Trustee from liability for its own negligent action, its own
          negligent failure to act or its own willful misconduct, except that:

          (i)  prior to the occurrence of an Event of Default and after the
               curing or waiving of all such Events of Default that may have
               occurred:

               (A)  the duties and obligations of the Property Trustee shall be
                    determined solely by the express provisions of this
                    Declaration and the Property Trustee shall not be liable
                    except for the performance of such duties and obligations as
                    are specifically set forth in this Declaration, and no
                    implied covenants or obligations shall be read into this
                    Declaration against the Property Trustee; and

               (B)  in the absence of bad faith on the part of the Property
                    Trustee, the Property Trustee may conclusively rely, as to
                    the truth of the statements and the correctness of the
                    opinions expressed therein, upon any certificates or
                    opinions furnished to the Property Trustee



                                      -16-
<Page>

                    and conforming to the requirements of this Declaration; but
                    in the case of any such certificates or opinions that by any
                    provision hereof are specifically required to be furnished
                    to the Property Trustee, the Property Trustee shall be under
                    a duty to examine the same to determine whether or not they
                    conform to the requirements of this Declaration;

          (ii) the Property Trustee shall not be liable for any error of
               judgment made in good faith by a Responsible Officer of the
               Property Trustee, unless it shall be proved that the Property
               Trustee was negligent in ascertaining the pertinent facts;

         (iii) the Property Trustee shall not be liable with respect to any
               action taken or omitted to be taken by it in good faith in
               accordance with the direction of the Holders of not less than a
               Majority in liquidation amount of the Securities at the time
               outstanding relating to the time, method and place of conducting
               any proceeding for any remedy available to the Property Trustee
               or exercising any trust or power conferred upon the Property
               Trustee under this Declaration;

          (iv) no provision of this Declaration shall require the Property
               Trustee to expend or risk its own funds or otherwise incur
               personal financial liability in the performance of any of its
               duties or in the exercise of any of its rights or powers, if it
               shall have reasonable grounds for believing that the repayment of
               such funds or liability is not reasonably assured to it under the
               terms of this Declaration or adequate indemnity against such risk
               or liability is not reasonably assured to it;

          (v)  the Property Trustee's sole duty with respect to the custody,
               safe keeping and physical preservation of the Debentures and the
               Property Trustee Account shall be to deal with such property in a
               similar manner as the Property Trustee deals with similar
               property for its own account, subject to the protections and
               limitations on liability afforded to the Property Trustee under
               this Declaration, the Trust Indenture Act and Rule 3a-7;

          (vi) the Property Trustee shall have no duty or liability for or with
               respect to the value, genuineness, existence or sufficiency of
               the Debentures or the payment of any taxes or assessments levied
               thereon or in connection therewith;

         (vii) the Property Trustee shall not be liable for any interest on any
               money received by it and shall not be required to segregate money
               held by the Property Trustee from other funds held by it except
               in relation to the Property Trustee Account maintained pursuant
               to SECTION 3.8(c)(i) or as otherwise required by law; and

                                      -17-
<Page>

        (viii) the Property Trustee shall not be responsible for monitoring
               the compliance by the Regular Trustees or the Sponsor with their
               respective duties under this Declaration, nor shall the Property
               Trustee be liable for the default or misconduct of the Regular
               Trustees or the Sponsor.

SECTION  3.10   CERTAIN RIGHTS OF PROPERTY TRUSTEE.

     (a)  Subject to the provisions of SECTION 3.9:

          (i)  the Property Trustee may rely and shall be fully protected in
               acting or refraining from acting upon any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, bond, debenture, note, other
               evidence of indebtedness or other paper or document believed by
               it to be genuine and to have been signed, sent or presented by
               the proper party or parties;

          (ii) any direction or act of the Sponsor or the Regular Trustees
               contemplated by this Declaration shall be sufficiently evidenced
               by a Direction or an Officers' Certificate;

         (iii) whenever in the administration of this Declaration, the Property
               Trustee shall deem it desirable that a matter be proved or
               established before taking, suffering or omitting any action
               hereunder, the Property Trustee (unless other evidence is herein
               specifically prescribed) may, in the absence of bad faith on its
               part and, if the Trust is excluded from the definition of an
               Investment Company solely by means of Rule 3a-7, subject to the
               requirements of Rule 3a-7, request and rely upon an Officers'
               Certificate which, upon receipt of such request, shall be
               promptly delivered by the Sponsor or the Regular Trustees;

          (iv) the Property Trustee shall have no duty to see to any recording,
               filing or registration of any instrument (including any financing
               or continuation statement or any tax or securities) (or any
               rerecording, refiling or re-registration thereof);

          (v)  the Property Trustee may consult with counsel (which counsel may
               be counsel to the Sponsor or any of its Affiliates and may
               include any of its employees), and the written advice or opinion
               of such counsel with respect to legal matters shall be full and
               complete authorization and protection in respect of any action
               taken, suffered or omitted by it hereunder in good faith and in
               accordance with such advice or opinion, and the Property Trustee
               shall have the right at any time to seek instructions concerning
               the administration of this Declaration from any court of
               competent jurisdiction;

          (vi) the Property Trustee shall be under no obligation to exercise any
               of the rights or powers vested in it by this Declaration at the
               request or direction of any Holder, unless such Holder shall have
               provided to the Property



                                      -18-
<Page>

               Trustee adequate security and indemnity, which would satisfy a
               reasonable person in the position of the Property Trustee,
               against the costs, expenses (including attorneys' fees and
               expenses) and liabilities that might be incurred by it in
               complying with such request or direction, including such
               reasonable advances as may be requested by the Property Trustee,
               provided that nothing contained in this SECTION 3.10(a)(vi) shall
               be taken to relieve the Property Trustee, upon the occurrence of
               an Event of Default, of its obligation to exercise the rights and
               powers vested in it by this Declaration;

         (vii) the Property Trustee shall not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, bond, debenture, note, other
               evidence of indebtedness or other paper or document, but the
               Property Trustee, in its discretion, may make such further
               inquiry or investigation into such facts or matters as it may see
               fit;

        (viii) the Property Trustee may execute any of the trusts or powers
               hereunder or perform any duties hereunder either directly or by
               or through agents or attorneys, and the Property Trustee shall
               not be responsible for any misconduct or negligence on the part
               of any agent or attorney appointed with due care by it hereunder;

          (ix) any action taken by the Property Trustee or its agents hereunder
               shall bind the Trust and the Holders of the Securities, and the
               signature of the Property Trustee or its agents alone shall be
               sufficient and effective to perform any such action; and no third
               party shall be required to inquire as to the authority of the
               Property Trustee to so act, or as to its compliance with any of
               the terms and provisions of this Declaration, both of which shall
               be conclusively evidenced by the Property Trustee's or its
               agent's taking such action;

          (x)  whenever in the administration of this Declaration the Property
               Trustee shall deem it desirable to receive instructions with
               respect to enforcing any remedy or right or taking any other
               action hereunder the Property Trustee (i) may request
               instructions from the Holders of the Securities, which
               instructions may only be given by the Holders of the same
               proportion and liquidation amount of the Securities as would be
               entitled to direct the Property Trustee under the terms of the
               Securities in respect of such remedies, right or action, (ii) may
               refrain from enforcing such remedy or right or taking such other
               action until such instructions are received, and (iii) shall be
               protected in acting in accordance with such instructions; and

          (xi) except as otherwise expressly provided by this Declaration, the
               Property Trustee shall not be under any obligation to take any
               action that is discretionary under the provisions of this
               Declaration.


                                      -19-
<Page>

     (b)  No provision of this Declaration shall be deemed to impose any duty or
          obligation on the Property Trustee to perform any act or acts or
          exercise any right, power, duty or obligation conferred or imposed on
          it, in any jurisdiction in which it shall be illegal, or in which the
          Property Trustee shall be unqualified or incompetent, in accordance
          with applicable law, to perform any such act or acts, or to exercise
          any such right, power, duty or obligation. No permissive power or
          authority available to the Property Trustee shall be construed to be a
          duty.

SECTION  3.11   DELAWARE TRUSTEE.

     Notwithstanding any other provision of this Declaration other than SECTION
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Regular Trustees or the Property Trustee described in this Declaration. Except
as set forth in SECTION 5.2, the Delaware Trustee shall be a Trustee for the
sole and limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.

SECTION  3.12   EXECUTION OF DOCUMENTS.

     Unless otherwise determined by the Regular Trustees, any Regular Trustee is
authorized to execute on behalf of the Trust any documents which the Regular
Trustees have the power and authority to execute pursuant to SECTION 3.6.

SECTION 3.13    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

SECTION  3.14   DURATION OF TRUST.

     The Trust, unless dissolved pursuant to the provisions of Article Eight
hereof, shall dissolve on June 19, 2050.

SECTION  3.15   MERGERS.

     (a)  The Trust may not consolidate, amalgamate or merge with or into, or be
          replaced by, or convey, transfer or lease its properties and assets
          substantially as an entirety to, any corporation or other body, except
          as described in SECTION 3.15(b) AND (c) of this Declaration or SECTION
          3 of EXHIBIT A.

     (b)  The Trust may, with the consent of the Regular Trustees and without
          the consent of the Holders of the Securities, the Delaware Trustee or
          the Property Trustee, consolidate, amalgamate or merge with or into,
          or be replaced by a trust organized as such under the laws of any
          State; provided, that:



                                      -20-
<Page>

          (i)  such successor entity (the "SUCCESSOR ENTITY") either:

               (A)  expressly assumes all of the obligations of the Trust under
                    the Securities; or

               (B)  substitutes for the Preferred Securities other securities
                    having substantially the same terms as the Securities (the
                    "SUCCESSOR SECURITIES") so long as the Successor Securities
                    rank the same as the Preferred Securities rank with respect
                    to Distributions and payments upon liquidation, redemption
                    and maturity;

          (ii) the Debenture Issuer expressly appoints a trustee of the
               Successor Entity which possesses the same powers and duties as
               the Property Trustee as the Holder of the Debentures;

         (iii) the Preferred Securities or any Successor Securities are listed,
               or any Successor Securities will be listed upon notification of
               issuance, on any national securities exchange or other
               organization on which the Preferred Securities are then listed;

          (iv) such merger, consolidation, amalgamation or replacement does not
               cause the Preferred Securities or any Successor Securities to be
               downgraded by any nationally recognized statistical rating
               organization;

          (v)  such merger, consolidation, amalgamation or replacement does not
               adversely affect the rights, preferences and privileges of the
               Holders of the Securities or any Successor Securities in any
               material respect under the documents governing the Securities or
               the Successor Securities (other than with respect to any dilution
               of such Holders' interests in the new entity);

          (vi) such Successor Entity has a purpose substantially identical to
               that of the Trust;

         (vii) prior to such merger, consolidation, amalgamation or
               replacement, the Sponsor has received an opinion of a nationally
               recognized independent counsel to the Trust experienced in such
               matters to the effect that:

               (A)  such merger, consolidation, amalgamation or replacement does
                    not adversely affect the rights, preferences and privileges
                    of the Holders of the Securities or any Successor Securities
                    in any material respect under the documents governing the
                    Securities or the Successor Securities (other than with
                    respect to any dilution of the Holders' interest in the new
                    entity); and

               (B)  following such merger, consolidation, amalgamation or
                    replacement, neither the Trust nor the Successor Entity will
                    be required to register as an Investment Company; and



                                      -21-
<Page>

             (viii) the Sponsor guarantees the obligations of such Successor
                    Entity under the Successor Securities at least to the extent
                    provided by the Preferred Securities Guarantee and the
                    Common Securities Guarantee.

     (c)  Notwithstanding SECTION 3.15(b), the Trust shall not, except with the
          consent of the Holders of 100% in liquidation amount of the
          Securities, consolidate, amalgamate or merge with or into, or be
          replaced by, any other entity or permit any other entity to
          consolidate, amalgamate or merge with or into, or replace, it if such
          consolidation, amalgamation, merger or replacement would cause the
          Trust or Successor Entity to be classified as other than a grantor
          trust for United States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

SECTION  4.1    SPONSOR'S PURCHASE OF COMMON SECURITIES.

     The Sponsor will purchase all the Common Securities issued by the Trust, in
an amount at least equal to 3% of the capital of the Trust, at the same time as
the Preferred Securities are sold. If any additional Securities are issued
pursuant to the exercise of any Overallotment Option, then the Sponsor shall
purchase, on the date of such issuance, an additional number of Common
Securities such that the aggregate liquidation amount of the Common Securities
to be held by the Sponsor, upon such issuance and purchase, will equal at least
3% of the total capital of the Trust.

SECTION  4.2    RESPONSIBILITIES OF THE SPONSOR.

     In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the right and responsibility to engage in the following
activities and to execute on behalf of the Trust the documents referred to in
subsections (a) through (e) of this SECTION 4.2:

     (a)  to prepare, execute and file with the Commission a registration
          statement on Form S-3 in relation to the Preferred Securities,
          including any amendments thereto;

     (b)  to determine the States in which to take appropriate action to qualify
          or register for sale all or part of the Preferred Securities and to
          prepare, execute and file such documents as the Sponsor deems
          necessary or advisable in order to comply with the applicable laws of
          any such States;

     (c)  to prepare, execute and file an application to the New York Stock
          Exchange or any other national stock exchange or the Nasdaq National
          Market for listing upon notice of issuance of any Preferred
          Securities;

     (d)  to prepare, execute and file with the Commission a registration
          statement on Form 8-A relating to the registration of the Preferred
          Securities under Section 12(b) of the Exchange Act, including any
          amendments thereto; and

                                      -22-
<Page>

     (e)  to negotiate the terms of and execute and deliver the Underwriting
          Agreement providing for the sale of the Preferred Securities.

SECTION  4.3    EXPENSES.

     (a)  The Sponsor shall be directly responsible for and pay for all (and the
          Trust shall not be obligated to pay, directly or indirectly, for any)
          debts and obligations (other than with respect to the Securities) and
          all costs and expenses of the Trust, including, without limitation,
          the costs and expenses relating to the organization of the Trust, the
          issuance of the Preferred Securities, the fees and expenses of the
          Property Trustee and the Delaware Trustee, the costs and expenses
          related to the operation of the Trust, including, without limitation,
          the costs and expenses of accountants, attorneys, statistical or
          bookkeeping services, expenses of printing and engraving, Paying
          Agents(s), registrar(s), transfer agent(s), duplicating, travel,
          telephone and costs and expenses incurred in connection with the
          disposition of Trust assets.

     (b)  The Sponsor will pay any and all taxes and all liabilities, costs and
          expenses with respect to such taxes of the Trust.

                                   ARTICLE V
                                    TRUSTEES

SECTION  5.1    NUMBER OF TRUSTEES.

     The number of Trustees shall initially be three (3), and:

     (a)  at any time before the issuance of any Securities, the Sponsor may, by
          written instrument, increase or decrease the number of Trustees;

     (b)  after the issuance of any Securities the number of Trustees may be
          increased or decreased by vote of the Holders of a Majority in
          liquidation amount of the Common Securities voting as a class at a
          meeting of the Holders of the Common Securities, provided that at all
          times the number of Trustees shall be at least three (3) (the majority
          of which shall be Regular Trustees); and

     (c)  if there are only three Trustees, the Trustee that acts as Property
          Trustee shall also act as Delaware Trustee pursuant to SECTION 5.2.

SECTION  5.2    DELAWARE TRUSTEE; ELIGIBILITY.

     If required by the Business Trust Act, one Trustee (the "DELAWARE TRUSTEE")
shall be:

     (a)  a natural person who is a resident of the State of Delaware; or

     (b)  if not a natural person, an entity which has its principal place of
          business in the State of Delaware, and otherwise meets the
          requirements of applicable law; provided that if the Property Trustee
          has its principal place of business in the State



                                      -23-
<Page>

          of Delaware and otherwise meets the requirements of applicable law,
          then the Property Trustee shall also be the Delaware Trustee and
          SECTION 3.11 shall have no application.

SECTION  5.3    PROPERTY TRUSTEE; ELIGIBILITY.

     (a)  There shall at all times be one Trustee which shall act as Property
          Trustee which shall:

          (i)  not be an Affiliate of the Sponsor;

          (ii) be a corporation organized and doing business under the laws of
               the United States of America or any State or Territory thereof or
               of the District of Columbia, or a corporation or Person permitted
               by the Commission to act as an institutional trustee under the
               Trust Indenture Act, authorized under such laws to exercise
               corporate trust powers, having a combined capital and surplus of
               at least 50 million U.S. dollars ($50,000,000), and subject to
               supervision or examination by Federal, State, Territorial or
               District of Columbia authority. If such corporation publishes
               reports of condition at least annually, pursuant to law or to the
               requirements of the supervising or examining authority referred
               to above, then for the purposes of this SECTION 5.3(a)(ii), the
               combined capital and surplus of such corporation shall be deemed
               to be its combined capital and surplus as set forth in its most
               recent report of condition so published; and

          (iii) if the Trust is excluded from the definition of an Investment
               Company solely by means of Rule 3a-7 and, to the extent Rule 3a-7
               requires a trustee having certain qualifications to hold title to
               the "eligible assets" of the Trust, the Property Trustee shall
               possess those qualifications.

     (b)  If at any time the Property Trustee shall cease to be eligible to so
          act under SECTION 5.3(a), the Property Trustee shall immediately
          resign in the manner and with the effect set out in SECTION 5.6(c).

     (c)  If the Property Trustee has or shall acquire any "conflicting
          interest" within the meaning of Section 310(b) of the Trust Indenture
          Act, the Property Trustee and the Holders of the Common Securities (as
          if it were the obligor referred to in Section 310(b) of the Trust
          Indenture Act) shall in all respects comply with the provisions of
          Section 310(b) of the Trust Indenture Act.

     (d)  The Preferred Securities Guarantee shall be deemed to be specifically
          described in this Declaration for purposes of clause (i) of the first
          provision contained in Section 310(b) of the Trust Indenture Act.



                                      -24-
<Page>

SECTION  5.4    QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
                GENERALLY.

     Each Regular Trustee and the Delaware Trustee (unless the Property Trustee
also acts as Delaware Trustee) shall be either a natural person who is at least
21 years of age or a legal entity that shall act through one or more Authorized
Officers.

SECTION  5.5    INITIAL TRUSTEES.

     The initial Regular Trustees shall be:

            Merle Lewis
            125 S. Dakota Avenue
            Suite 1100
            Sioux Falls, South Dakota  57104

            Richard Hylland
            125 S. Dakota Avenue
            Suite 1100
            Sioux Falls, South Dakota  57104

     The initial Delaware Trustee shall be:

            Wilmington Trust Company
            Rodney Square North
            1100 N. Market Street
            Wilmington, Delaware 19890-0001

     The initial Delaware Trustee shall also act as Property Trustee.

SECTION  5.6    APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

     (a)  Subject to SECTION 5.6(b), Trustees may be appointed or removed
          without cause at any time:

          (i)  until the issuance of any Securities, by written instrument
               executed by the Sponsor; and

          (ii) after the issuance of any Securities by vote of the Holders of a
               Majority in liquidation amount of the Common Securities voting as
               a class at a meeting of the Holders of the Common Securities;
               provided that if an Event of Default has occurred and is
               continuing, the Property Trustee and the Delaware Trustee may
               only be appointed or removed at such time by a vote of the
               Holders of a Majority in liquidation amount of the Preferred
               Securities voting as a class at a meeting of the Holders of the
               Preferred Securities.



                                      -25-
<Page>

     (b)  The Trustee that acts as Property Trustee shall not be removed in
          accordance with SECTION 5.6(a) until:


          (i)  a successor Property Trustee has been appointed and has accepted
               such appointment by written instrument executed by such successor
               Property Trustee and delivered to the Regular Trustees and the
               Sponsor; and

          (ii) unless such successor Property Trustee shall also serve as
               Delaware Trustee, a successor Trustee possessing the
               qualifications to act as Delaware Trustee under SECTIONS 5.2 and
               5.4 has been appointed and has accepted such appointment by
               written instrument executed by such successor Delaware Trustee
               and delivered to the Regular Trustees and the Sponsor.

     (c)  A Trustee appointed to office shall hold office until his successor
          shall have been appointed or until his death, retirement, removal,
          bankruptcy, dissolution, liquidation, resignation, incompetence or
          incapacity to perform the duties of a Trustee. Any Trustee may resign
          from office (without need for prior or subsequent accounting) by an
          instrument in writing signed by the Trustee and delivered to the
          Sponsor and the Trust, which resignation shall take effect upon such
          delivery or upon such later date as is specified therein; PROVIDED,
          HOWEVER, that:

          (i)  no such resignation of the Trustee that acts as the Property
               Trustee shall be effective:

               (A)  until a successor Property Trustee has been appointed and
                    has accepted such appointment by instrument executed by such
                    successor Property Trustee and delivered to the Trust, the
                    Sponsor and the resigning Property Trustee; or

               (B)  if the Trust is not deemed an Investment Company solely by
                    reason of Rule 3a-7, until the assets of the Trust have been
                    completely liquidated and the proceeds thereof distributed
                    to the Holders of the Securities; and

          (ii) no such resignation of the Trustee that acts as the Delaware
               Trustee shall be effective until a successor Delaware Trustee has
               been appointed and has accepted such appointment by instrument
               executed by such successor Delaware Trustee and delivered to the
               Trust, the Sponsor and the resigning Delaware Trustee.

     (d)  The Holders of the Common Securities shall use their best efforts to
          appoint promptly a successor Delaware Trustee or successor Property
          Trustee, as the case may be, if the Delaware Trustee or the Property
          Trustee delivers an instrument of resignation in accordance with this
          SECTION 5.6.

                                      -26-
<Page>

     (e)  If no successor Property Trustee or successor Delaware Trustee shall
          have been appointed and accepted appointment as provided in this
          SECTION 5.6 within 60 days after delivery to the Sponsor and the Trust
          of an instrument of resignation, the resigning Property Trustee or
          Delaware Trustee, as applicable, may petition any court of competent
          jurisdiction for appointment of a successor Property Trustee or
          successor Delaware Trustee. Such court may thereupon, after causing to
          be given such notice, if any, as it may deem proper and prescribe,
          appoint a successor Property Trustee or successor Delaware Trustee, as
          the case may be.

SECTION  5.7    VACANCIES AMONG TRUSTEES.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to SECTION 5.1, or if the number of Trustees is
increased pursuant to SECTION 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by a majority of the Regular Trustees
shall be conclusive evidence of the existence of such vacancy. The vacancy shall
be filled with a Trustee appointed in accordance with SECTION 5.6.

SECTION  5.8    EFFECT OF VACANCIES.

     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Regular Trustees shall occur, until such vacancy is filled by the
appointment of a Regular Trustee in accordance with SECTION 5.6, the Regular
Trustees in office, regardless of their number, shall have all the powers
granted to the Regular Trustees and shall discharge all the duties imposed upon
the Regular Trustees by this Declaration.

SECTION  5.9    MEETINGS.

     Meetings of the Regular Trustees shall be held from time to time upon the
call of any Regular Trustee. Regular meetings of the Regular Trustees may be
held at a time and place fixed by resolution of the Regular Trustees. Notice of
any in-person meetings of the Regular Trustees shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 48 hours before such meeting. Notice of any
telephonic meetings of the Regular Trustees or any committee thereof shall be
hand delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before a meeting. Notices
shall contain a brief statement of the time, place and anticipated purposes of
the meeting. The presence (whether in person or by telephone) of a Regular
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where a Regular Trustee attends a meeting for the express purpose of objecting
to the transaction of any activity on the ground that the meeting has not been
lawfully called or convened. Unless provided otherwise in this Declaration, any
action of the Regular Trustees may be taken at a meeting by vote of a majority
of the Regular Trustees present (whether in person or by telephone) and eligible
to vote with respect to such matter, provided that a Quorum is present, or
without a meeting and without prior notice by the unanimous written consent of
the Regular Trustees.

                                      -27-
<Page>

SECTION  5.10   DELEGATION OF POWER.

     (a)  Any Regular Trustee may, by power of attorney consistent with
          applicable law, delegate to any other natural person over the age of
          21 his or her power for the purpose of executing any documents
          contemplated in SECTION 3.6, including any governmental filing; and

     (b)  the Regular Trustees shall have power to delegate from time to time to
          such of their number or to officers of the Trust the doing of such
          things and the execution of such instruments either in the name of the
          Trust or the names of the Regular Trustees or otherwise as the Regular
          Trustees may deem expedient, to the extent such delegation is not
          prohibited by applicable law or contrary to the provisions of the
          Trust, as set forth herein.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION  6.1    DISTRIBUTIONS.

     Holders shall receive Distributions in accordance with the applicable terms
of the Securities (a "DISTRIBUTION"). Distributions shall be made on the
Preferred Securities and the Common Securities in accordance with the
preferences set forth in their respective terms. If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest and
Additional Sums (each as defined in the Indenture)), premium of and principal on
the Debentures held by the Property Trustee (the amount of any such payment
being a "PAYMENT AMOUNT"), the Property Trustee shall and is directed, to the
extent funds are legally available for that purpose, to make a Distribution of
the Payment Amount to Holders.

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION  7.1    GENERAL PROVISIONS REGARDING SECURITIES.

     (a)  The Trust shall issue one class of preferred securities representing
          undivided beneficial interests in the assets of the Trust having such
          terms as are set forth in EXHIBIT A and incorporated herein by
          reference (the "PREFERRED SECURITIES") and one class of common
          securities representing undivided beneficial interests in the assets
          of the Trust having such terms as are set forth in EXHIBIT A (the
          "COMMON SECURITIES"). The Trust shall issue no securities or other
          interests in the assets of the Trust other than the Preferred
          Securities and the Common Securities.

     (b)  The Certificates shall be signed on behalf of the Trust by any Regular
          Trustee. Such signatures may be by manual or facsimile signatures.
          Typographical and other minor errors or defects in the reproduction of
          any such signature shall not affect the validity of any Certificate.
          In case any Regular Trustee who shall have signed any Certificates
          shall cease to be a Regular Trustee before such Certificates shall be
          delivered by the Trust, such Certificates nevertheless may be
          delivered as though the Person who signed such Certificates had
          not ceased to be


                                      -28-
<Page>

          a Regular Trustee; and any Certificate may be signed on behalf of
          the Trust by such Persons who, at the actual date of execution of
          such Security, shall be the Regular Trustees of the Trust, even if
          such Person was not a Regular Trustee as of the date of this
          Declaration. Each Preferred Security shall be dated the date of its
          authentication. Certificates shall be printed, lithographed or
          engraved or may be produced in any other manner as is reasonably
          acceptable to the Regular Trustees, as evidenced by their execution
          thereof, and may have such letters, numbers or other marks of
          identification or designation and such legends or endorsements as
          the Regular Trustees may deem appropriate, or as may be required to
          comply with any law or with any rule or regulation of any stock
          exchange on which any Securities may be listed, or to conform to
          usage.

     (c)  The consideration received by the Trust for the issuance of the
          Securities shall constitute a contribution to the capital of the Trust
          and shall not constitute a loan to the Trust.

     (d)  Upon issuance of the Securities as provided in this Declaration, the
          Securities so issued shall be deemed to be validly issued, fully paid
          and non-assessable (except with respect to the Common Securities, as
          provided in SECTION 10.1(b)).

     (e)  Every Person, by virtue of having become a Holder or a Preferred
          Security Beneficial Owner in accordance with the terms of this
          Declaration, shall be deemed to have expressly assented and agreed to
          the terms of, and shall be bound, by this Declaration, the Preferred
          Securities Guarantee and the Indenture.

SECTION  7.2    AUTHENTICATION

     (a)  A Preferred Security or a Common Security shall not be valid until
          authenticated by the manual signature of an authorized signatory of
          the Property Trustee. The signature shall be conclusive evidence that
          the Preferred Security or the Common Security, respectively, has been
          authenticated under this Declaration.

     (b)  Upon a written order of the Trust signed by one Regular Trustee, the
          Property Trustee shall authenticate the Preferred Securities and the
          Common Securities for original issue. The aggregate number of
          Preferred Securities outstanding at any time shall not exceed the
          number set forth in the Terms of Exhibit A hereto.

     (c)  The Property Trustee may appoint an authenticating agent acceptable to
          the Trust to authenticate Preferred Securities and Common Securities.
          An authenticating agent may authenticate Preferred Securities and
          Common Securities whenever the Property Trustee may do so. Each
          reference in this Declaration to authentication by the Property
          Trustee includes authentication by such agent. An authenticating agent
          has the same rights as the Property Trustee to deal with the Sponsor
          or an Affiliate.

SECTION  7.3    RIGHTS OF HOLDERS.

                                      -29-
<Page>

     (a)  If the Property Trustee fails to enforce its rights under this
          Declaration or the Debentures, any Holder of Preferred Securities may,
          to the fullest extent permitted by law, institute a legal proceeding
          against the Debenture Issuer to enforce the Property Trustee's rights
          under the Declaration or the Debentures without first instituting any
          legal proceeding against the Property Trustee or any other Person.

     (b)  For as long as any Preferred Securities remain outstanding, to the
          fullest extent permitted by law and subject to the terms of this
          Declaration and the Indenture, upon an Event of Default, any Holder of
          Preferred Securities shall have the right to institute a proceeding
          directly against the Debenture Issuer, pursuant to Article X of the
          Third Supplemental Indenture, for enforcement of payment to such
          Holder of any amount payable in respect of Debentures having an
          aggregate principal amount equal to the aggregate liquidation amount
          of the Preferred Securities of such Holder.

SECTION  7.4    SUBORDINATION OF COMMON SECURITIES.

     Payment of Distributions on, and the Redemption Price of, the Preferred
Securities and Common Securities, as applicable, will be made pro rata based on
the liquidation amount of such Preferred Securities and Common Securities.
However, if on any date on which a Distribution is to be made, or any Redemption
Date, an Event of Default has occurred and is continuing, no payment of any
Distribution on, or Redemption Price of, any of the Common Securities, and no
other payment on account of the redemption, liquidation or other acquisition of
such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all the outstanding Preferred Securities
for all Distribution periods terminating on or prior thereto, or in the case of
payment of the Redemption Price the full amount of such Redemption Price on all
the outstanding Preferred Securities then called for redemption, shall have been
made or provided for, and all funds available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Preferred Securities then due and payable.

                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION  8.1    TERMINATION OF TRUST.

     (a)  The Trust shall dissolve upon the first to occur of:

          (i)  the bankruptcy of the Holder of the Common Securities, the
               Sponsor or the Debenture Issuer;

          (ii) the filing of a certificate of dissolution or its equivalent with
               respect to the Holder of the Common Securities, the Sponsor or
               the Debenture Issuer, the revocation of the charter of the Holder
               of the Common Securities, the Sponsor or the Debenture Issuer and
               the expiration of 90 days after the date of revocation without a
               reinstatement thereof;



                                      -30-

<Page>

          (iii) the entry of a decree of judicial dissolution of the Holder of
               the Common Securities, the Sponsor, the Debenture Issuer or the
               Trust;

          (iv) the repayment of all of the Securities in connection with the
               redemption of all of the Debentures;

          (v)  the written direction to the Property Trustee from all of the
               Holders of the Common Securities at any time to dissolve the
               Trust and, subject to EXHIBIT A attached hereto, to distribute
               the Debentures to the Holders of the Securities in exchange for
               the Securities (which direction is optional and wholly within the
               discretion of the Holders of the Common Securities);

          (vi) before the issuance of any Securities, the written consent of all
               of the Regular Trustees and the Sponsor; or

         (vii) the expiration of the term of the Trust as provided in SECTION
               3.14.

     (b)  As soon as is practicable after the occurrence of an event referred to
          in SECTION 8.1(a) and after the completion of the winding up of the
          Trust, the Trustees shall file a certificate of cancellation with the
          Secretary of State of the State of Delaware.

     (c)  The provisions of SECTION 3.9 and Article Ten shall survive the
          termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION  9.1    TRANSFER OF SECURITIES.

     (a)  Securities may only be transferred, in whole or in part, in accordance
          with the terms and conditions set forth in this Declaration and in the
          terms of the Securities. To the fullest extent permitted by applicable
          law, any transfer or purported transfer of any Security not made in
          accordance with this Declaration shall be null and void.

     (b)  Subject to this Article Nine, Preferred Securities shall be freely
          transferable.

     (c)  Subject to this Article Nine, the Sponsor and any Related Party may
          only transfer Common Securities to (i) the Sponsor or a Related Party
          of the Sponsor; PROVIDED THAT, any such transfer is subject to the
          condition precedent that the transferor obtain the written opinion of
          nationally recognized independent counsel experienced in such matters
          that such transfer would not cause more than an insubstantial risk
          that:

               (A)  the Trust would be classified for United States federal
                    income tax purposes as an association taxable as a
                    corporation or a partnership



                                      -31-
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                    and each Holder of Securities would not be treated as owning
                    an undivided beneficial interest in the Debentures; and

               (B)  the Trust or the transferee would be an Investment
                    Company or would be controlled by an Investment
                    Company; or

          (ii) any successor to the Sponsor pursuant to Section 802 of the
               Indenture.

SECTION  9.2    TRANSFER OF CERTIFICATES.

     The Regular Trustees shall provide for the registration of Certificates and
of transfers of Certificates, which will be effected without charge but only
upon payment (with such indemnity as the Regular Trustees may require) in
respect of any tax or other government charges which may be imposed in relation
to it. Upon surrender for registration of transfer of any Certificate, the
Property Trustee shall authenticate and the Regular Trustees shall cause one or
more new Certificates to be issued in the name of the designated transferee or
transferees. Every Certificate surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form satisfactory to the
Regular Trustees duly executed by the Holder or such Holder's attorney duly
authorized in writing. Each Certificate surrendered for registration of transfer
shall be canceled by the Regular Trustees. A transferee of a Certificate shall
be entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Certificate. By acceptance of a
Certificate, each transferee shall be deemed to have agreed to be bound by this
Declaration and the documents incorporated by reference herein.

SECTION  9.3    DEEMED SECURITY HOLDERS.

     The Trustees may treat the Person in whose name any Certificate shall be
registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

SECTION  9.4    BOOK ENTRY INTERESTS.

     Unless otherwise specified in the terms of the Preferred Securities, the
Preferred Securities Certificates, on original issuance, will be issued in the
form of one or more, fully registered, global Preferred Security Certificates
(each a "GLOBAL CERTIFICATE"), to be delivered to DTC, the initial Clearing
Agency, by, or on behalf of, the Trust. Such Global Certificates shall initially
be registered on the books and records of the Trust in the name of Cede & Co.,
the nominee of DTC, and no Preferred Security Beneficial Owner will receive a
definitive Preferred Security Certificate representing such Preferred Security
Beneficial Owner's interests in such Global Certificates, except as provided in
SECTION 9.7. Unless and until definitive, fully registered Preferred Security
Certificates (the "DEFINITIVE PREFERRED SECURITY CERTIFICATES") have been issued
to the Preferred Security Beneficial Owners pursuant to SECTION 9.7:

     (a)  the provisions of this SECTION 9.4 shall be in full force and effect;



                                      -32-
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     (b)  the Trust and the Trustees shall be entitled to deal with the Clearing
          Agency for all purposes of this Declaration (including the payment of
          Distributions on the Global Certificates and receiving approvals,
          votes or consents hereunder) as the Holder of the Preferred Securities
          and the sole holder of the Global Certificates and shall have no
          obligation to the Preferred Security Beneficial Owners;

     (c)  to the extent that the provisions of this SECTION 9.4 conflict with
          any other provisions of this Declaration, the provisions of this
          SECTION 9.4 shall control; and

     (d)  the rights of the Preferred Security Beneficial Owners shall be
          exercised only through the Clearing Agency and shall be limited to
          those established by law and agreements between such Preferred
          Security Beneficial Owners and the Clearing Agency and/or the Clearing
          Agency Participants to receive and transmit payments of Distributions
          on the Global Certificates to such Clearing Agency Participants. DTC
          will make book entry transfers among the Clearing Agency Participants.

SECTION  9.5    NOTICES TO CLEARING AGENCY.

     Whenever a notice or other communication to the Preferred Security Holders
is required under this Declaration, unless and until Definitive Preferred
Security Certificates shall have been issued to the Preferred Security
Beneficial Owners pursuant to SECTION 9.7, the Regular Trustees shall give all
such notices and communications specified herein to be given to the Preferred
Security Holders to the Clearing Agency, and shall have no notice obligations to
the Preferred Security Beneficial Owners.

SECTION  9.6    APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

     If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Regular Trustees may,
in their sole discretion, appoint a successor Clearing Agency with respect to
such Preferred Securities.

SECTION  9.7    DEFINITIVE PREFERRED SECURITY CERTIFICATES.

     (a)  If:

          (i)  a Clearing Agency notifies the Sponsor that it is unwilling or
               unable to continue its services as securities depositary with
               respect to the Preferred Securities and a successor Clearing
               Agency is not appointed pursuant to SECTION 9.6 within 90 days
               after such discontinuance;

          (ii) a Clearing Agency ceases to be registered under the Exchange Act
               at a time the Clearing Agency is required to be so registered to
               act as such depository and a successor Clearing Agency is not
               appointed pursuant to SECTION 9.6 within 90 days after notice of
               such cessation; or

         (iii) the Regular Trustees elect, with the consent of the Sponsor, to
               terminate the book entry system through the Clearing Agency with
               respect to the Preferred Securities;



                                      -33-
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     then:

          (iv) Definitive Preferred Security Certificates shall be prepared by
               the Regular Trustees on behalf of the Trust with respect to such
               Preferred Securities and be duly executed by the Trust and
               authenticated by the Property Trustee as herein provided; and

          (v)  upon surrender of the Global Certificates by the Clearing Agency,
               accompanied by registration instructions, the Regular Trustees
               shall cause Definitive Preferred Security Certificates to be
               delivered to Preferred Security Beneficial Owners in accordance
               with the instructions of the Clearing Agency. Neither the
               Trustees nor the Trust shall be liable for any delay in delivery
               of such instructions and each of them may conclusively rely on
               and shall be protected in relying on, said instructions of the
               Clearing Agency.

     (b)  The Definitive Preferred Security Certificates shall be printed,
          lithographed or engraved or may be produced in any other manner as is
          reasonably acceptable to the Regular Trustees, as evidenced by their
          execution thereof, and may have such letters, numbers or other marks
          of identification or designation and such legends or endorsements as
          the Regular Trustees may deem appropriate, or as may be required to
          comply with any law or with any rule or regulation made pursuant
          thereto or with any rule or regulation of any stock exchange on which
          Preferred Securities may be listed, or to conform to usage.

SECTION  9.8    MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

     If:

     (a)  any mutilated Certificates should be surrendered to the Regular
          Trustees, or if the Regular Trustees shall receive evidence to their
          satisfaction of the destruction, loss or theft of any Certificate; and

     (b)  there shall be delivered to the Regular Trustees such security or
          indemnity as may be required by them to keep each of the Trustees, the
          Sponsor or any authenticating agent harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, and the Property Trustee shall authenticate, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like denomination, if the Property Trustee's and the Trust's
requirements, as the case may be, are met. In connection with the issuance of
any new Certificate under this SECTION 9.8, the Regular Trustees may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute conclusive evidence of an ownership
interest in the relevant Securities, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.



                                      -34-
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                                   ARTICLE X
                      LIMITATION OF LIABILITY OF HOLDERS OF
                         SECURITIES, TRUSTEES AND OTHERS

SECTION  10.1   LIABILITY.

     (a)  Except as expressly set forth in this Declaration, the Preferred
          Securities Guarantee, the Common Securities Guarantee and the terms of
          the Securities, the Sponsor shall not be:

          (i)  personally liable for the return of any portion of the capital
               contributions (or any return thereon) of the Holders of the
               Securities, which shall be made solely from assets of the Trust;
               or

          (ii) required to pay to the Trust or to any Holder of Securities any
               deficit upon dissolution of the Trust or otherwise.

     (b)  Pursuant to Section 3803(a) of the Business Trust Act, the Holder of
          the Common Securities shall be liable for all of the debts and
          obligations of the Trust (other than with respect to the Securities)
          to the extent not satisfied out of the Trust's assets.

     (c)  Pursuant to Section 3803(a) of the Business Trust Act, the Holders of
          the Preferred Securities shall be entitled to the same limitation of
          personal liability extended to stockholders of private corporations
          for profit organized under the General Corporation Law of the State of
          Delaware.

SECTION  10.2   EXCULPATION.

     (a)  No Indemnified Person shall be liable, responsible or accountable in
          damages or otherwise to the Trust or any Covered Person for any loss,
          damage or claim incurred by reason of any act or omission performed or
          omitted by such Indemnified Person in good faith on behalf of the
          Trust and in a manner such Indemnified Person reasonably believed to
          be within the scope of the authority conferred on such Indemnified
          Person by this Declaration or by law, except that an Indemnified
          Person shall be liable for any such loss, damage or claim incurred by
          reason of such Indemnified Person's gross negligence (or, in the case
          of the Property Trustee, except as otherwise set forth in SECTION 3.9)
          or willful misconduct with respect to such acts or omissions.

     (b)  An Indemnified Person shall be fully protected in relying in good
          faith upon the records of the Trust and upon such information,
          opinions, reports or statements presented to the Trust by any Person
          as to matters the Indemnified Person reasonably believes are within
          such other Person's professional or expert competence and who has been
          selected with reasonable care by or on behalf of the Trust, including
          information, opinions, reports or statements as to the value and
          amount of the assets, liabilities, profits, losses, or any other facts
          pertinent to the



                                      -35-
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          existence and amount of assets from which Distributions to Holders of
          Securities might properly be paid.

SECTION  10.3   FIDUCIARY DUTY.

     (a)  To the extent that, at law or in equity, an Indemnified Person has
          duties (including fiduciary duties) and liabilities relating thereto
          to the Trust or to any other Covered Person, an Indemnified Person
          acting under this Declaration shall not be liable to the Trust or to
          any other Covered Person for its good faith reliance on the provisions
          of this Declaration. The provisions of this Declaration, to the extent
          that they restrict the duties and liabilities of an Indemnified Person
          otherwise existing at law or in equity (other than the duties imposed
          on the Property Trustee under the Trust Indenture Act), are agreed by
          the parties hereto to replace such other duties and liabilities of
          such Indemnified Person.

     (b)  Unless otherwise expressly provided herein:

          (i)  whenever a conflict of interest exists or arises between an
               Indemnified Person and any Covered Person; or

          (ii) whenever this Declaration or any other agreement contemplated
               herein or therein provides that an Indemnified Person shall act
               in a manner that is, or provides terms that are, fair and
               reasonable to the Trust or any Holder of Securities,

           the Indemnified Person shall resolve such conflict of interest, take
such action or provide such terms, considering in each case the relative
interest of each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.

     (c)  Whenever in this Declaration an Indemnified Person is permitted or
          required to make a decision

          (i)  in its "discretion" or under a grant of similar authority, the
               Indemnified Person shall be entitled to consider such interests
               and factors as it desires, including its own interests, and shall
               have no duty or obligation to give any consideration to any
               interest of or factors affecting the Trust or any other Person;
               or

          (ii) in its "good faith" or under another express standard, the
               Indemnified Person shall act under such express standard and
               shall not be subject to any other or different standard imposed
               by this Declaration or by applicable law.



                                      -36-
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SECTION  10.4   INDEMNIFICATION.

     (a)  To the fullest extent permitted by applicable law, the Sponsor shall
          indemnify and hold harmless each Indemnified Person from and against
          any loss, damage, liability, tax, penalty, expense or claim of any
          kind or nature whatsoever incurred by such Indemnified Person by
          reason of the creation, operation, dissolution or termination of the
          Trust or any act or omission performed or omitted by such Indemnified
          Person in good faith on behalf of the Trust and in a manner such
          Indemnified Person reasonably believed to be within the scope of
          authority conferred on such Indemnified Person by this Declaration,
          except that no Indemnified Person shall be entitled to be indemnified
          in respect of any loss, damage or claim incurred by such Indemnified
          Person by reason of gross negligence (or, in the case of the Property
          Trustee, except as otherwise set forth in SECTION 3.9) or willful
          misconduct with respect to such acts or omissions.

     (b)  To the fullest extent permitted by applicable law, expenses (including
          legal fees) incurred by an Indemnified Person in defending any claim,
          demand, action, suit or proceeding shall, from time to time, be
          advanced by the Sponsor prior to the final disposition of such claim,
          demand, action, suit or proceeding upon receipt by the Sponsor of an
          undertaking by or on behalf of the Indemnified Person to repay such
          amount if it shall be determined that the Indemnified Person is not
          entitled to be indemnified as authorized in SECTION 10.4(a). This
          Section shall survive the termination of this Declaration or the
          earlier removal or resignation of any of the Trustees.

SECTION  10.5   OUTSIDE BUSINESSES.

     Any Covered Person, the Sponsor, the Debenture Issuer, the Delaware Trustee
and, subject to SECTION 5.3(c), the Property Trustee may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders of Securities shall have no rights by virtue of this
Declaration in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. No Covered
Person, the Sponsor, the Debenture Issuer, the Delaware Trustee or the Property
Trustee shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person, the
Sponsor, the Debenture Issuer, the Delaware Trustee and the Property Trustee
shall have the right to take for its own account (individually or as a partner
or fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.



                                      -37-
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                                   ARTICLE XI
                                   ACCOUNTING

SECTION  11.1   FISCAL YEAR.

     The fiscal year of the Trust shall be the calendar year, or such other year
as is required by the Code.

SECTION  11.2   CERTAIN ACCOUNTING MATTERS.

     (a)  At all times during the existence of the Trust, the Regular Trustees
          shall keep, or cause to be kept, full books of account, records and
          supporting documents, which shall reflect in reasonable detail each
          transaction of the Trust. The books of account shall be maintained on
          the accrual method of accounting, in accordance with generally
          accepted accounting principles, consistently applied. The Trust shall
          use the accrual method of accounting for United States federal income
          tax purposes. The books of account and the records of the Trust shall
          be examined by and reported upon as of the end of each fiscal year by
          a firm of independent certified public accountants selected by the
          Regular Trustees.

     (b)  The Regular Trustees shall cause to be prepared and delivered to each
          Holder of Securities, within 90 days after the end of each fiscal year
          of the Trust, annual financial statements of the Trust, including a
          balance sheet of the Trust as of the end of such fiscal year, and the
          related statements of income or loss.

     (c)  The Regular Trustees shall cause to be duly prepared and delivered to
          each Holder of Securities any United States federal income tax
          information statement required by the Code, containing such
          information with regard to the Securities held by such Holder as is
          required by the Code and the Treasury Regulations. Notwithstanding any
          right under the Code to deliver any such statement at a later date,
          the Regular Trustees shall endeavor to deliver all such statements
          within 30 days after the end of each fiscal year of the Trust.

     (d)  The Regular Trustees shall cause to be duly prepared and filed with
          the appropriate taxing authority an annual United States federal
          income tax return on such form as is required by United States federal
          income tax law and any other annual income tax returns required to be
          filed by the Regular Trustees on behalf of the Trust with any state or
          local taxing authority.

SECTION  11.3   BANKING.

     The Trust shall maintain one or more bank accounts in the name and for the
sole benefit of the Trust; PROVIDED, HOWEVER, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account, and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Regular Trustees; PROVIDED, HOWEVER, that the Property Trustee
shall designate the sole signatories for the Property Trustee Account.



                                      -38-
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SECTION  11.4   WITHHOLDING.

     The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder and any representations and forms as shall reasonably be requested by the
Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any
claimed over-withholding, to the fullest extent permitted by law, Holders shall
be limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld from actual Distributions made, the
Trust may reduce subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION  12.1   AMENDMENTS.

     (a)  Except as otherwise provided in this Declaration or by any applicable
          terms of the Securities, this Declaration may be amended by, and only
          by, a written instrument approved and executed by the Regular Trustees
          (or, if there are more than two Regular Trustees, by a majority of the
          Regular Trustees); PROVIDED, HOWEVER, that:

          (i)  no amendment or modification shall be made, and any such
               purported amendment or modification shall be void and
               ineffective, to the extent the result thereof would be to

               (A)  cause the Trust to be classified as other than a grantor
                    trust for purposes of United States federal income taxation
                    as confirmed by an opinion of counsel;

               (B)  affect the powers, rights, duties, obligations or immunities
                    of the Property Trustee or the Delaware Trustee (unless such
                    amendment is consented to in writing by the Property Trustee
                    or the Delaware Trustee, as the case may be); or

               (C)  cause the Trust to be deemed an Investment Company that is
                    required to be registered under the Investment Company Act;

          (ii) at such time after the Trust has issued any Securities that
               remain outstanding, any amendment that would (A) materially
               adversely affect the rights, privileges or preferences of any
               Holder of Securities or (B) provide for the dissolution or
               winding-up of the Trust other than



                                      -39-
<Page>

               pursuant to this Declaration may be effected only with such
               additional requirements as may be set forth in the terms of such
               Securities shall require the approval of 66 2/3% in liquidation
               amount of the Preferred Securities affected thereby, voting
               together as a single class;

         (iii) Article Four shall not be amended without the consent of the
               Holders of a Majority in liquidation amount of the Common
               Securities; and

          (iv) the rights of the holders of the Common Securities under Article
               Five to increase or decrease the number of, and appoint and
               remove Trustees shall not be amended without the consent of the
               Holders of a Majority in liquidation amount of the Common
               Securities (except to the extent such amendment relates to the
               rights of the Holders of the Preferred Securities with respect to
               the Property Trustee, in which case such amendment may only be
               made in accordance with the terms of the Preferred Securities).

     (b)  Subject to SECTION 12.1(a)(ii), this Declaration may be amended
          without the consent of the Holders of the Securities to:

          (i)  cure any ambiguity;

          (ii) correct or supplement any provision in this Declaration that may
               be defective or inconsistent with any other provision of this
               Declaration;

          (iii) add to the covenants, restrictions or obligations of the
               Sponsor; and

          (iv) conform to any change in Rule 3a-7 or written change in
               interpretation or application of Rule 3a-7 by any legislative
               body, court, government agency or regulatory authority, which
               amendment does not have a material adverse effect on the right,
               preferences or privileges of the Holders of the Securities.

SECTION 12.2    MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
                CONSENT.

     (a)  Meetings of the Holders of any class of Securities may be called at
          any time by the Regular Trustees (or as provided in the terms of the
          Securities) to consider and act on any matter on which the Holders of
          such class of Securities are entitled to act under the terms of this
          Declaration, the terms of the Securities or the rules of any stock
          exchange on which any Securities are listed or admitted for trading.
          The Regular Trustees shall call a meeting of the Holders of any class
          of Securities, if directed to do so by the Holders of at least 10% in
          liquidation amount of such class of Securities. Such direction shall
          be given by delivering to the Regular Trustees one or more written
          notices stating that the signing Holders of Securities wish to call a
          meeting and indicating the general or specific purpose for which the
          meeting is to be called. Any Holders of Securities directing the
          Regular Trustees to call a meeting shall specify in writing the
          Certificates held by the Holders of Securities exercising the right to
          call a meeting, and only those specified shall be



                                      -40-
<Page>

          counted for purposes of determining whether the required percentage
          set forth in the second sentence of this paragraph has been met.

     (b)  Except to the extent otherwise provided in the terms of the
          Securities, the following provisions shall apply to meetings of
          Holders of Securities:

          (i)  Whenever a vote, consent or approval of the Holders of Securities
               is permitted or required under this Declaration or the rules of
               any stock exchange on which any Securities are listed or admitted
               for trading, such vote, consent or approval may be given at a
               meeting of the Holders of Securities. Notice of any such meeting
               shall be given to all the Holders of Securities having a right to
               vote thereat at least 7 days and not more than 60 days before the
               date of such meeting. Each such notice will include a statement
               setting forth the following information (i) the date of such
               meeting or the date by which such action is to be taken; (ii) a
               description of any resolution proposed for adoption at such
               meeting on which such holders are entitled to vote or of such
               matter upon which written consent is sought; and (iii)
               instructions for the delivery of proxies or consents. Any action
               that may be taken at a meeting of the Holders of Securities may
               be taken without a meeting and without prior notice if a consent
               in writing setting forth the action so taken is signed by the
               Holders of Securities owning not less than the minimum amount of
               Securities in liquidation amount that would be necessary to
               authorize or take such action at a meeting at which all Holders
               of Securities having a right to vote thereon were present and
               voting. Prompt notice of the taking of action without a meeting
               shall be given to the Holders of Securities entitled to vote who
               have not consented in writing. The Regular Trustees may specify
               that any written ballot submitted to the Holder for the purpose
               of taking any action without a meeting shall be returned to the
               Trust within the time specified by the Regular Trustees.

          (ii) Each Holder of a Security may authorize any Person to act for it
               by proxy on all matters in which a Holder of Securities is
               entitled to participate, including waiving notice of any meeting,
               or voting or participating at a meeting. No proxy shall be valid
               after the expiration of 11 months from the date thereof unless
               otherwise provided in the proxy. Every proxy shall be revocable
               at the pleasure of the Holder of Securities executing it. Except
               as otherwise provided herein, all matters relating to the giving,
               voting or validity of proxies shall be governed by the General
               Corporation Law of the State of Delaware relating to proxies, and
               judicial interpretations thereunder, as if the Trust were a
               Delaware corporation and the Holders of the Securities were
               stockholders of a Delaware corporation.

         (iii) Each meeting of the Holders of the Securities shall be conducted
               by the Regular Trustees or by such other Person that the Regular
               Trustees may designate.



                                      -41-
<Page>

          (iv) Unless the Business Trust Act, this Declaration, the terms of the
               Securities or the listing rules of any stock exchange on which
               any Securities are then listed or trading otherwise provides, the
               Regular Trustees, in their sole discretion, shall establish all
               other provisions relating to meetings of the Holders of
               Securities, including notice of the time, place or purpose of any
               meeting at which any matter is to be voted on by any Holders of
               Securities, waiver of any such notice, action by consent without
               a meeting, the establishment of a record date, quorum
               requirements, voting in person or by proxy or any other matter
               with respect to the exercise of any such right to vote.

          (v)  Any Preferred Securities that are owned by the Debenture Issuer
               or any of its Affiliates shall not be entitled to vote or consent
               and shall, for purposes of any vote or consent, be treated as if
               such Preferred Securities were not issued and outstanding.

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE

SECTION  13.1   REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

     The Trustee which acts as initial Property Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration, and each
successor Property Trustee represents and warrants to the Trust and the Sponsor
at the time of the successor Property Trustee's acceptance of its appointment as
Property Trustee that:

     (a)  The Property Trustee is a Delaware banking corporation with trust
          powers, duly organized, validly existing and in good standing under
          the laws of the State of Delaware with trust power and authority to
          execute and deliver, and to carry out and perform its obligations
          under the terms of, the Declaration.

     (b)  The execution, delivery and performance by the Property Trustee of the
          Declaration has been duly authorized by all necessary corporate action
          on the part of the Property Trustee. The Declaration has been duly
          executed and delivered by the Property Trustee, and it constitutes a
          legal, valid and binding obligation of the Property Trustee,
          enforceable against it in accordance with its terms, subject to
          applicable bankruptcy, reorganization, moratorium, insolvency, and
          other similar laws affecting creditors' rights generally and to
          general principles of equity and the discretion of the court
          (regardless of whether the enforcement of such remedies is considered
          in a proceeding in equity or at law).

     (c)  The execution, delivery and performance of the Declaration by the
          Property Trustee does not conflict with or constitute a breach of the
          Articles of Organization or By-laws of the Property Trustee.

     (d)  No consent, approval or authorization of, or registration with or
          notice to, any state or federal banking authority is required for the
          execution, delivery or performance by the Property Trustee, of the
          Declaration.

                                      -42-
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                                  ARTICLE XIV
                                  MISCELLANEOUS

SECTION  14.1   NOTICES.

     All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by registered or certified mail, as follows:

     (a)  if given to the Trust, in care of the Regular Trustees at the Trust's
          mailing address set forth below (or such other address as the Trust
          may give notice of to the Holders of the Securities):

                        NORTHWESTERN CAPITAL FINANCING II
                        c/o NorthWestern Corporation
                        125 S. Dakota Avenue
                        Suite 1100
                        Sioux Falls, South Dakota  57104
                        Attention:  Richard R. Hylland

     (b)  if given to the Property Trustee or the Delaware Trustee, at the
          mailing address set forth below (or such other address as the Property
          Trustee or the Delaware Trustee may give notice of to the Holders of
          the Securities):

                        WILMINGTON TRUST COMPANY
                        Rodney Square North
                        1100 N. Market Street
                        Wilmington, Delaware  19890-0001
                        Attention: Corporate Trust Administration

     (c)  if given to the Holder of the Common Securities, at the mailing
          address of the Sponsor set forth below (or such other address as the
          Holder of the Common Securities may give notice to the Trust):

                        NORTHWESTERN CORPORATION
                        125 S. Dakota Avenue
                        Suite 1100
                        Sioux Falls, South Dakota  57104
                        Attention:  General Counsel

     (d)  if given to any other Holder, at the address set forth on the books
          and records of the Trust.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.



                                      -43-
<Page>

SECTION  14.2   GOVERNING LAW.

     This Declaration and the rights of the parties hereunder shall be governed
by and interpreted in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles
of conflict of laws.

SECTION  14.3   INTENTION OF THE PARTIES.

     It is the intention of the parties hereto that the Trust not be
characterized for United States federal income tax purposes as an association
taxable as a corporation or a partnership but rather as a grantor trust or
otherwise in a manner that each Holder of Securities be treated as owning an
undivided beneficial interest in the Debentures. The provisions of this
Declaration shall be interpreted to further this intention of the parties.

SECTION  14.4   HEADINGS.

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION  14.5   SUCCESSORS AND ASSIGNS.

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

SECTION  14.6   PARTIAL ENFORCEABILITY.

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION  14.7   COUNTERPARTS.

     This Declaration may contain more than one counterpart of the signature
page, and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.



                            [SIGNATURE PAGE FOLLOWS]


                                      -44-
<Page>


         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                         NORTHWESTERN CORPORATION
                         as Sponsor and Debenture Issuer

                         By: /s/ Kipp D. Orme
                            ------------------------------------------
                            Name: Kipp D. Orme
                            Title: Vice President--Finance and CFO


                         NORTHWESTERN CAPITAL FINANCING II


                         By: /s/ Merle Lewis
                            ------------------------------------------
                            Name:  Merle Lewis
                            Title: Regular Trustee


                         By: /s/ Richard Hylland
                            ------------------------------------------
                            Name:  Richard Hylland
                            Title: Regular Trustee


                         WILMINGTON TRUST COMPANY
                         as Delaware Trustee and Property Trustee

                         By: /s/ Patricia A. Evans
                            ------------------------------------------
                            Name: Patricia A. Evans
                            Title: Assistant Secretary and Senior
                                   Financial Services Officer


                                      -45-
<Page>

                                    EXHIBIT A

                               TERMS OF SECURITIES

                                    TERMS OF
                        8 1/4% TRUST PREFERRED SECURITIES
                         8 1/4% TRUST COMMON SECURITIES

     Pursuant to SECTION 7.1 of the Amended and Restated Declaration of Trust,
dated as of December 21, 2001 (as amended from time to time, the "DECLARATION"),
the designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Securities and the Common Securities are set out
below (each capitalized term used but not defined herein has the meaning set
forth in the Declaration or, if not defined in such Declaration, as defined in
the Prospectus referred to below):

1.   DESIGNATION AND NUMBER.

     (a)  "Preferred Securities." 4,000,000 Preferred Securities of the Trust
          with an aggregate liquidation amount with respect to the assets of the
          Trust of $100,000,000 and a liquidation amount with respect to the
          assets of the Trust of $25 per Preferred Security, are hereby
          designated for the purposes of identification only as "8 1/4% Trust
          Preferred Securities" (the "PREFERRED SECURITIES"). Pursuant to the
          Overallotment Option, the Trust may within 30 days of the date of the
          initial issuance, issue up to 600,000 Preferred Securities with an
          aggregate liquidation amount of up to $15,000,000. The Preferred
          Security Certificates evidencing the Preferred Securities and the
          Property Trustee's certificate of authentication, shall be
          substantially in the form attached hereto as ANNEX I, with such
          changes and additions thereto or deletions therefrom as may be
          required by ordinary usage, custom or practice or to conform to the
          rules of any stock exchange on which the Preferred Securities are
          listed.

     (b)  "Common Securities." 123,712 Common Securities of the Trust with an
          aggregate liquidation amount with respect to the assets of the Trust
          of $3,092,800 and a liquidation amount with respect to the assets of
          the Trust of $25 per Common Security, are hereby designated for the
          purposes of identification only as "8 1/4% Trust Common Securities"
          (the "COMMON SECURITIES"). Pursuant TO the Overallotment Option, the
          Trust may within 30 days of the date of the initial issuance, issue up
          to 18,557 Common Securities with an aggregate liquidation amount of up
          to $463,925. The Common Security Certificates evidencing the Common
          Securities shall be substantially in the form attached hereto as Annex
          II, with such changes and additions thereto or deletions therefrom as
          may be required by ordinary usage, custom or practice.

2.   DISTRIBUTIONS.

     (a)  Distributions payable on each Security will be fixed at a rate per
          annum of 8 1/4% (the "COUPON RATE") OF the stated liquidation amount
          of $25 per Security, such



                                       A-1
<Page>

          rate being the rate of interest payable on the Debentures to be held
          by the Property Trustee. Distributions in arrears for more than one
          quarter will accumulate additional distributions thereon compounded
          quarterly at the Coupon Rate (to the extent permitted by applicable
          law). The term "Distributions" as used herein includes such periodic
          cash distributions and any such additional distributions payable
          unless otherwise stated. A Distribution is payable only to the extent
          that payments are made in respect of the Debentures held by the
          Property Trustee. The amount of Distributions payable for any period
          will be computed for any full quarterly Distribution period on the
          basis of a 360-day year of twelve 30-day months, and for any period
          shorter than a full quarterly Distribution period on the basis of the
          actual number of days elapsed in such a 90-day quarterly period.

     (b)  Distributions on the Securities will be cumulative, will accumulate
          from their original date of issuance and will be payable quarterly in
          arrears, on March 15, June 15, September 15, and December 15 of each
          year, commencing on [March 15, 2002], except as otherwise described
          below. So long as no Event of Default has occurred and is continuing,
          the Debenture Issuer has the right under the Indenture to defer
          payments of interest by extending the interest payment period from
          time to time on the Debentures for a period not exceeding 20
          consecutive quarters, but not beyond the stated maturity of the
          Debentures (each an "EXTENSION PERIOD"), and, as a consequence of such
          extension, Distributions will also be deferred. Prior to the
          termination of any such Extension Period, the Debenture Issuer may
          further extend such Extension Period; provided that such Extension
          Period together with all such previous and further extensions thereof
          may not exceed 20 consecutive quarters or extend beyond the stated
          maturity of the Debentures. If Distributions are deferred, the
          deferred Distributions, including additional accumulated Distributions
          thereon at the Coupon Rate compounded quarterly to the extent
          permitted by law, shall be paid to Holders as they appear on the books
          and records of the Trust on the first record date after the end of the
          Extension Period. Upon the termination of any Extension Period and the
          payment of all amounts then due, the Debenture Issuer may commence a
          new Extension Period, subject to the above requirements.

     (c)  Distributions on the Securities will be payable to the Holders thereof
          as they appear on the books and records of the Trust on the relevant
          record dates. While the Preferred Securities remain in book-entry only
          form, the relevant record dates shall be one Business Day prior to the
          relevant payment dates which payment dates correspond to the interest
          payment dates on the Debentures. Subject to any applicable laws and
          regulations and the provisions of the Declaration, each such payment
          in respect of the Trust Preferred Securities will be made as described
          under the heading "Description of the Trust Preferred Securities --
          Book-Entry Only Issuance -- The Depository Trust Company" in the
          Prospectus Supplement dated December 18, 2001, to the Prospectus dated
          July 27, 1999 (together, the "PROSPECTUS") included in the
          Registration Statement on Form S-3 of the Sponsor, the Debenture
          Issuer and the Trust. The relevant record dates for the Common
          Securities, and, if the Preferred Securities shall not continue to
          remain in book-entry only form, the relevant record dates for the
          Preferred Securities, shall



                                       A-2
<Page>

          conform to the rules of any securities exchange on which the
          securities are listed and, if none, shall be 15 Business Days before
          the relevant payment dates, which payment dates correspond to the
          interest payment dates on the Debentures, even if such record date is
          not a Business Day. Distributions payable on any Securities that are
          not punctually paid on any Distribution payment date, as a result of
          the Debenture Issuer having failed to make a payment under the
          Debentures, will cease to be payable to the Person in whose name such
          Securities are registered on the relevant record date, and such
          defaulted Distribution will instead be payable to the Person in whose
          name such Securities are registered on the special record date or
          other specified date determined in accordance with the Indenture. If
          any date on which Distributions are payable on the Securities is not a
          Business Day, then payment of the Distribution payable on such date
          will be made on the next succeeding day that is a Business Day (and
          without any interest or other payment in respect of any such delay),
          except that if such Business Day is in the next succeeding calendar
          year, such payment shall be made on the immediately preceding Business
          Day, in each case with the same force and effect as if made on such
          date.

     (d)  In the event that there is any money or other property held by or for
          the Trust that is not accounted for hereunder, such property shall be
          distributed Pro Rata (as defined herein) among the Holders of the
          Securities.

3.   LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

     (a)  If dissolution of the Trust occurs for any reason other than the
          repayment of all of the Securities in connection with the redemption
          of the Debentures, the Regular Trustees shall, after satisfaction of
          liabilities to creditors of the Trust and obtaining any required
          Federal Energy Regulatory Commission or state public utility
          commission approval, cause Debentures held by the Property Trustee,
          having an aggregate principal amount equal to the aggregate stated
          liquidation amount of the Securities, with an interest rate equal to
          the Coupon Rate of, and bearing accrued and unpaid interest in an
          amount equal to the accumulated and unpaid Distributions on, the
          Securities, to be distributed to the Holders of the Securities in
          liquidation of such Holders' interests in the Trust on a Pro Rata
          basis, as expeditiously as the Property Trustee determines to be
          possible; provided that, if the foregoing distribution is not
          practical, Holders will be entitled to receive out of the assets of
          the Trust available for distribution to Holders, after satisfaction of
          liabilities to creditors of the Trust as provided by applicable law,
          an amount equal to the aggregate stated liquidation amount of $25 per
          Security plus accumulated and unpaid Distributions thereon to the date
          of payment (the "LIQUIDATION DISTRIBUTION").

     (b)  If, upon any such dissolution or winding-up of the Trust, the
          Liquidation Distribution can be paid only in part because the Trust
          has insufficient assets available to pay in full the aggregate
          Liquidation Distribution, then the amounts payable directly by the
          Trust on the Securities shall be paid on a Pro Rata basis. The Holder
          of Common Securities will be entitled to receive such Liquidation

                                       A-3
<Page>

          Distribution on a Pro Rata basis, except that if an Event of Default
          has occurred and is continuing, the Holders of Preferred Securities
          shall have a priority over the Holder of Common Securities.

     (c)  On and from the date fixed by the Regular Trustees for any
          distribution of Debentures and dissolution of the Trust: (i) the
          Securities will no longer be deemed to be outstanding, (ii) The
          Depository Trust Company ("DTC") or its nominee (or any successor
          Clearing Agency or its nominee), as the record Holder of the Preferred
          Securities, will receive a registered global certificate or
          certificates representing the Debentures to be delivered upon such
          distribution with respect to the Preferred Securities held by DTC or
          its nominee, and (iii) any certificates representing the Securities,
          except for certificates representing Preferred Securities held by DTC
          or its nominee (or any successor Clearing Agency or its nominee), will
          be deemed to represent the Debentures having an aggregate principal
          amount equal to the aggregate stated liquidation amount of the
          Securities, with an interest rate equal to the Coupon Rate of, and
          bearing accrued and unpaid interest in an amount equal to the
          accumulated and unpaid Distributions on, such Securities until such
          certificates are presented to the Debenture Issuer or its agent for
          transfer or reissue.

     (d)  If the Debentures are distributed to the Holders of the Securities,
          pursuant to the terms of the Indenture, the Debenture Issuer will use
          its best efforts to have the Debentures listed on the New York Stock
          Exchange or on such other exchange as the Preferred Securities were
          listed on immediately prior to the distribution of the Debentures.

4.   REDEMPTION.

     (a)  Upon the repayment of the Debentures in whole or in part, whether at
          maturity or upon earlier redemption, the proceeds from such repayment
          or redemption shall be thereupon applied to redeem Securities having
          an aggregate liquidation amount equal to the aggregate principal
          amount of the Debentures so repaid or redeemed at a redemption price
          of $25 per Security plus an amount equal to accumulated and unpaid
          Distributions thereon at the date of the redemption, payable in cash
          (the "REDEMPTION PRICE"). Redemptions of the Securities shall be made,
          and the Redemption Price shall be payable, on each redemption date
          only to the extent that the Trust has funds then on hand and legally
          available for the payment at such Redemption Price. Holders will be
          given not less than 30 nor more than 60 days notice of such
          redemption.

     (b)  If fewer than all the outstanding Securities are to be so redeemed,
          the Common Securities and the Preferred Securities will be redeemed
          Pro Rata and the Preferred Securities to be redeemed will be as
          described in PARAGRAPH 4(d) below.

     (c)  The Trust may not redeem fewer than all the outstanding Securities
          unless all accumulated and unpaid Distributions have been paid on all
          Securities for all quarterly Distribution periods terminating on or
          before the date of redemption.

                                       A-4
<Page>


     (d)  Redemption Procedures.

          Notice of any redemption of the Securities (a "REDEMPTION NOTICE")
          will be given by the Property Trustee on behalf of the Trust by mail
          to each Holder of Securities to be redeemed not fewer than 30 nor more
          than 60 days before the date fixed for redemption thereof, which will
          be the date fixed for redemption of the Debentures. For purposes of
          the calculation of the date of redemption and the dates on which
          notices are given pursuant to this PARAGRAPH 4(d), a Redemption Notice
          shall be deemed to be given on the day such notice is first mailed by
          first-class mail, postage prepaid, to Holders of Securities. Each
          Redemption Notice shall be addressed to the Holders of Securities at
          the address of each such Holder appearing in the books and records of
          the Trust. No defect in the Redemption Notice or in the mailing of
          either thereof with respect to any Holder shall affect the validity of
          the redemption proceedings with respect to any other Holder.

In the event that fewer than all the outstanding Securities are to be redeemed,
then the aggregate liquidation amount of the Securities to be redeemed shall be
redeemed Pro Rata from each Holder of Securities, it being understood that, in
respect of Preferred Securities registered in the name of and held of record by
DTC (or any successor Clearing Agency) or any nominee, the distribution of the
proceeds of such redemption will be made to such Clearing Agency Participant (or
Person on whose behalf such nominee holds such Securities) in accordance with
the procedures applied by such Clearing Agency; provided that, if, as a result
of such Pro Rata redemption, such Clearing Agency Participants will hold
fractional interests in the Preferred Securities, the Clearing Agency will
adjust the amount of the interest of each Participant to be redeemed to avoid
such fractional interest.

If Securities are to be redeemed and the Trust gives a Redemption Notice,
which notice may only be issued if the Debentures are redeemed as set out in
this PARAGRAPH 4 (which notice will be irrevocable), then (A) while the
Preferred Securities are in book-entry only form, with respect to the
Preferred Securities, by 12:00 noon, New York City time, on the redemption
date, provided that the Debenture Issuer has paid to the Property Trustee a
sufficient amount of cash in connection with the related redemption or
maturity of the Debentures, the Property Trustee will deposit irrevocably
with DTC (or successor Clearing Agency) funds sufficient to pay the
applicable Redemption Price with respect to the Preferred Securities and will
give DTC irrevocable instructions and authority to pay the Redemption Price
to the Holders of the Preferred Securities, and (B) with respect to Preferred
Securities issued in definitive form and Common Securities, provided that the
Debenture Issuer has paid the Property Trustee a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures, the
Property Trustee will pay the relevant Redemption Price to the Holders of
such Securities by check mailed to the address of the relevant Holder
appearing on the books and records of the Trust on the redemption date. If a
Redemption Notice shall have been given and funds deposited as required, then
immediately prior to the close of business on the date of such deposit, or on
the redemption date, as applicable, Distributions will cease to accumulate on
the Securities so called for redemption and all rights of the Holders of such
Securities so called for redemption will cease, except the right of the
Holders of such Securities to receive the Redemption Price, but without
interest on such Redemption Price. Neither the Regular Trustees nor the Trust
shall be required to register or cause to be registered the transfer of any
Securities that have been so

                                       A-5
<Page>

called for redemption. If any date fixed for redemption of Securities is not
a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if
such Business Day falls in the next calendar year, such payment will be made
on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date fixed for redemption. If payment of the
Redemption Price in respect of any Securities is improperly withheld or
refused and not paid either by the Property Trustee or by the Sponsor as
guarantor pursuant to the relevant Preferred Securities Guarantee or Common
Securities Guarantee, Distributions on such Securities will continue to
accumulate from the original redemption date to the actual date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price.

Redemption Notices shall be sent by the Regular Trustees on behalf of the Trust
(A) in respect of the Preferred Securities, to DTC or its nominee (or any
successor Clearing Agency or its nominee) if the Global Certificates have been
issued or, if Definitive Preferred Security Certificates have been issued, to
the Holders thereof, and (B) in respect of the Common Securities, to the Holders
thereof.

Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), the Sponsor or any of its Affiliates may
at any time and from time to time purchase outstanding Preferred Securities by
tender, in the open market or by private agreement, and may resell such
Preferred Securities.

5.   VOTING RIGHTS -- PREFERRED SECURITIES.

     (a)  Except as provided under PARAGRAPHS 5(b) AND 7 and as otherwise
          required by law, the Preferred Securities Guarantee and the
          Declaration, the Holders of the Preferred Securities will have no
          voting rights.

     (b)  If an Event of Default occurs and is continuing, then the Holders of
          the Preferred Securities, acting as a single class, will have the
          exclusive right to appoint, remove or replace the Property Trustee
          during the continuance of any Event of Default in accordance with
          SECTION 5.6(a)(ii) of the Declaration. Not later than 30 days after
          such right to appoint, remove or replace the Property Trustee arises,
          the Regular Trustees will convene a meeting for the purpose of
          appointing, removing or replacing the Property Trustee. Subject to the
          requirements set forth in this paragraph, the Holders of a Majority in
          liquidation amount of the Preferred Securities, voting separately as a
          class, may direct the time, method, and place of conducting any
          proceeding for any remedy available to the Property Trustee, or
          exercising any trust or power conferred upon the Property Trustee
          under the Declaration, including (i) directing the time, method, place
          of conducting any proceeding for any remedy available to the Property
          Trustee, or exercising any trust or power conferred on the Property
          Trustee with respect to the Debentures, (ii) waive any past event of
          default under the Indenture that is waivable under Section 513 of the
          Indenture, (iii) exercise any right to rescind or annul a declaration
          that the principal of all the Debentures shall be due and payable,




                                       A-6
<Page>

          (iv) or consent to any, amendment, modification or termination of the
          Indenture or the Debentures, where such consent is required; PROVIDED,
          HOWEVER, that where a consent under the Indenture would require the
          consent or act of the Holders of greater than a majority in principal
          amount of the Debentures affected thereby, the Property Trustee may
          only give such consent or take such action at the direction of the
          Holders of at least the proportion in liquidation amount of the
          Preferred Securities that the relevant super majority represents of
          the total principal amount of the Debentures outstanding. The Property
          Trustee shall not revoke any action previously authorized or approved
          by a vote of the Holders of the Preferred Securities. Other than with
          respect to directing the time, method and place of conducting any
          remedy available to the Property Trustee as set forth above, the
          Property Trustee shall not take any action in accordance with the
          directions of the Holders of the Preferred Securities under this
          paragraph unless the Property Trustee has obtained an opinion of tax
          counsel to the effect that for the purposes of United States federal
          income tax the Trust will not fail to be classified as a grantor
          trust. If the Property Trustee fails to enforce its rights under the
          Declaration or the Debentures, to the fullest extent permitted by law,
          any Holder of Preferred Securities may, after a period of 30 days has
          elapsed from such Holder's written request to the Property Trustee to
          enforce such rights, institute a legal proceeding directly against the
          Debenture Issuer to enforce the Property Trustee's rights under the
          Declaration or the Debentures, to the fullest extent permitted by law
          without first instituting a legal proceeding against the Property
          Trustee or any other Person. Notwithstanding the foregoing, if an
          Event of Default has occurred and is continuing and such event is
          attributable to the failure of the Debenture Issuer to pay interest or
          principal on the Debentures on the date such interest or principal is
          otherwise payable (or in the case of redemption, on the redemption
          date), then a Holder of Preferred Securities may directly institute a
          proceeding against the Debenture Issuer for enforcement of payment to
          such holder of the principal of or interest on the Debentures having a
          principal amount equal to the aggregate liquidation amount of the
          Preferred Securities of such Holder on or after the respective due
          dates specified in the Debentures. In connection with such direct
          action, the Debenture Issuer will be subrogated to the rights of such
          Holder of Preferred Securities under the Declaration to the extent of
          any payment made by the Debenture Issuer to such Holder of Preferred
          Securities in connection with such direct action.

          The Property Trustee shall notify all Holders of the Preferred
          Securities of any notice of default received from the trustee under
          the Indenture with respect to the Debentures. Such notice shall state
          that such event of default also constitutes an Event of Default under
          the Declaration. Until any Event of Default has been cured, waived or
          eliminated, the Property Trustee will act solely on behalf of the
          holders of the Preferred Securities.

     Any approval or direction of Holders of Preferred Securities may be given
at a separate meeting of the Holders of the Preferred Securities convened for
such purpose, at a meeting of all of the Holders of the Securities or pursuant
to written consent. The Regular Trustees will cause a notice of any meeting at
which the Holders of the Preferred Securities are entitled to vote to be



                                       A-7
<Page>


mailed to each Holder of record of Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies or consents.

          No vote or consent of the Holders of the Preferred Securities will be
          required for the Trust to redeem and cancel the Preferred Securities
          or to distribute the Debentures in accordance with the Declaration and
          the terms of the Securities.

          Notwithstanding that Holders of the Preferred Securities are entitled
          to vote or consent under any of the circumstances described above, any
          of the Preferred Securities that are owned by the Sponsor or any
          Affiliate of the Sponsor shall not be entitled to vote or consent and
          shall, for purposes of such vote or consent, be treated as if they
          were not outstanding.

6.   VOTING RIGHTS -- COMMON SECURITIES.

     (a)  Except as provided under PARAGRAPHS 6(b), 6(c) and 7, and as otherwise
          required by law and the Declaration, the Holders of the Common
          Securities will have no voting rights.

     (b)  The Holders of the Common Securities are entitled, in accordance with
          Article Five of the Declaration, to vote to appoint, remove or replace
          any Trustee or to increase or decrease the number of Trustees, subject
          to the exclusive right of the Holders of the Preferred Securities to
          appoint, remove or replace the Property Trustee as provided in
          PARAGRAPH 5(b).

     (c)  Subject to SECTION 2.6 of the Declaration and to the rights of the
          Holders of the Preferred Securities and only after any Event of
          Default with respect to the Preferred Securities has been cured,
          waived or otherwise eliminated, and subject to the requirements of the
          second to last sentence of this paragraph, the Holders of a Majority
          in liquidation amount of the Common Securities, voting separately as a
          class, may direct the time, method and place of conducting any
          proceeding for any remedy available to the Property Trustee, or
          exercising any trust or power conferred upon the Property Trustee
          under the Declaration, including (i) directing the time, method and
          place of conducting any proceeding for any remedy available to the
          Debenture Trustee, or exercising any trust or power conferred on the
          Debenture Trustee with respect to the Debentures, (ii) waiving any
          past default and its consequences that is waivable under SECTION 513
          of the Indenture, or (iii) exercising any right to rescind or annul a
          declaration that the principal of all the Debentures shall be due and
          payable, PROVIDED, HOWEVER, that, where a consent or action under the
          Indenture would require the consent or act of the Holders of all of
          the outstanding Common Securities, the Property Trustee may only give
          such consent or take such action at the direction of the Holders of
          all Common Securities. If an Event of Default has occurred and is
          continuing, the Holder of Common Securities will be deemed to have
          waived any right to take any action with respect to the Event of
          Default until the Event of Default has been



                                       A-8
<Page>

          cured, waived or eliminated. Pursuant to this PARAGRAPH 6(c), the
          Property Trustee shall not revoke any action previously authorized or
          approved by a vote of the Holders of the Preferred Securities. Other
          than with respect to directing the time, method and place of
          conducting any remedy available to the Property Trustee or the
          Debenture Trustee as set forth above, the Property Trustee shall not
          take any action in accordance with the directions of the Holders of
          the Common Securities under this paragraph unless the Property Trustee
          has obtained an opinion of tax counsel to the effect that for the
          purposes of United States federal income tax the Trust will not fail
          to be classified as a grantor trust. If the Property Trustee fails to
          enforce its rights under the Declaration, to the fullest extent
          permitted by law, any Holder of Common Securities may, after a period
          of 30 days has elapsed from such Holder's written request to the
          Property Trustee to enforce such rights, institute a legal proceeding
          directly against any Person to enforce the Property Trustee's rights
          under the Declaration, without first instituting a legal proceeding
          against the Property Trustee or any other Person.

          Any approval or direction of the Holders of the Common Securities may
          be given at a separate meeting of the Holders of the Common Securities
          convened for such purpose, at a meeting of all of the Holders of the
          Securities or pursuant to written consent. The Regular Trustees will
          cause a notice of any meeting at which the Holders of Common
          Securities are entitled to vote to be mailed to each Holder of record
          of the Common Securities. Each such notice will include a statement
          setting forth (i) the date of such meeting to be taken, (ii) a
          description of any resolution proposed for adoption at such meeting on
          which such Holders are entitled to vote and (iii) instructions for the
          delivery of proxies or consents.

          No vote or consent of the Holders of the Common Securities will be
          required for the Trust to redeem and cancel Common Securities or to
          distribute the Debentures in accordance with the Declaration and the
          terms of the Securities.

7.    AMENDMENTS TO DECLARATION AND INDENTURE.

     (a)  In addition to any requirements under SECTION 12.1 of the Declaration
          (including, without limitation, those specified in SECTION
          12.1(a)(i)), if any proposed amendment to the Declaration provides
          for, or the Regular Trustees otherwise propose to effect, (i) any
          action that would materially adversely affect the powers, preferences
          or special rights of the Preferred Securities, whether by way of
          amendment to the Declaration or otherwise, or (ii) the dissolution,
          winding-up or termination of the Trust, other than as described in
          SECTION 8.1 of the Declaration, then the Holders of the Preferred
          Securities voting together as a single class, will be entitled to vote
          on such amendment or proposal (but not on any other amendment or
          proposal) and such amendment or proposal shall not be effective except
          with the approval of the Holders of at least 66-2/3% in liquidation
          amount of the Preferred Securities, voting together as a single class,
          provided (x) if any amendment or proposal referred to in clause (i)
          above would materially adversely affect only the Preferred Securities
          or the Common Securities, then only the affected class will be
          entitled to vote on such amendment or proposal and such



                                       A-9
<Page>

          amendment or proposal shall not be effective except with the approval
          of 66 2/3% in liquidation amount of such class of Securities and (y) a
          reduction of the aggregate liquidation amount or Distribution rate, a
          change in the payment dates or maturities of the Preferred Securities
          or a reduction in the percentage in the liquidation amount of
          outstanding Preferred Securities, the consent of the Holders of which
          is required for an amendment to the Declaration shall not be permitted
          without the consent of each Holder of Preferred Securities.

     (b)  In the event the consent of the Property Trustee, as the holder of the
          Debentures is required under the Indenture with respect to any
          amendment, modification or termination of the Indenture or the
          Debentures, the Property Trustee shall request the direction of the
          Holders of the Preferred Securities with respect to such amendment,
          modification or termination and shall vote with respect to such
          amendment, modification or termination as directed by a Majority in
          liquidation amount of the Preferred Securities, voting together as a
          single class; PROVIDED, HOWEVER, that where a consent or action under
          the Indenture would require the consent or act of Holders of greater
          than a majority in principal amount of Debentures affected thereby,
          the Property Trustee may only give such consent or take such action at
          the written direction of at least the proportion in liquidation amount
          of Holders of Preferred Securities that the relevant super majority
          represents of the total principal amount of Debentures outstanding;
          provided, further, that the Property Trustee shall not take any action
          in accordance with the directions of the Holders of the Securities
          under this PARAGRAPH 7(b) unless the Property Trustee has obtained an
          opinion of tax counsel to the effect that for the purposes of United
          States federal income tax the Trust will not be classified as other
          than a grantor trust A waiver of an Event of Default under the
          Indenture shall constitute a waiver of the corresponding Event of
          Default under this Declaration.

8.   PRO RATA.

     A reference in these terms of the Securities to any payment, distribution
or treatment as being "Pro Rata" shall mean pro rata to each Holder of
Securities according to the aggregate liquidation amount of the Securities held
by the relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default has
occurred and is continuing, in which case any funds available to make such
payment shall be paid first to each Holder of the Preferred Securities pro rata
according to the aggregate liquidation amount of Preferred Securities held by
the relevant Holder relative to the aggregate liquidation amount of all
Preferred Securities outstanding, and only after satisfaction of all amounts
owed to the Holders of the Preferred Securities, to each Holder of Common
Securities pro rata according to the aggregate liquidation amount of Common
Securities held by the relevant Holder relative to the aggregate liquidation
amount of all Common Securities outstanding.



                                      A-10
<Page>

9.   RANKING.

     The Preferred Securities rank pari passu, and payment thereon shall be made
Pro Rata, with the Common Securities except that, where an Event of Default
occurs and is continuing, the rights of Holders of the Common Securities to
payment in respect of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights to payment of the Holders of the
Preferred Securities.

10.  LISTING.

     The Regular Trustees shall use their best efforts to cause the Preferred
Securities to be listed on the New York Stock Exchange, Inc.

11.  ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE.

     Each Holder of the Preferred Securities and the Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

12.  NO PREEMPTIVE RIGHTS.

     The Holders of the Securities shall have no preemptive or similar rights to
subscribe for any additional securities.

13.  MISCELLANEOUS.

     These terms constitute a part of the Declaration.

     The Sponsor will provide a copy of the Declaration and the Preferred
Securities Guarantee and the Indenture to any Holder without charge on written
request to the Trust at its principal place of business. These terms and the
rights of the parties hereunder shall be governed by and interpreted in
accordance with the laws of the State of Delaware, and all rights and remedies
shall be governed by such laws without regard to principles of conflict of laws.


                                      A-11

<Page>


                                     ANNEX I

     This Preferred Security is a Global Certificate within the meaning of the
Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company (the "DTC") or a nominee of DTC. This Preferred
Security is exchangeable for Preferred Securities registered in the name of a
person other than DTC or its nominee only in the limited circumstances described
in the Declaration, and no transfer of this Preferred Security (other than a
transfer of this Preferred Security as a whole by DTC to a nominee of DTC or by
a nominee of DTC to DTC or another nominee of DTC) may be registered except in
limited circumstances.

     Unless this Preferred Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York) to the Trust or its
agent for registration of transfer, exchange or payment, and any Preferred
Security issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.


Certificate Number                                Number of Preferred Securities

--------------                                                ------------------
                                                              CUSIP NO. ________

                   Certificate Evidencing Preferred Securities
                                       of
                        NORTHWESTERN CAPITAL FINANCING II
                        8 1/4% Trust Preferred Securities
                 (liquidation amount $25 per Preferred Security)

     NORTHWESTERN CAPITAL FINANCING II, a business trust formed under the laws
of the State of Delaware (the "TRUST"), hereby certifies that ___________ (the
"HOLDER") is the registered owner of _____________ preferred securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the 8 1/4% Trust Preferred Securities (liquidation amount $25 per
Preferred Security) (the "PREFERRED SECURITIES"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of December 21, 2001, as the same may be amended from time to time (the
"DECLARATION"), including the designation of the terms of the Securities as set
forth in EXHIBIT A to the Declaration. Capitalized terms used herein but not
defined shall have the meanings given them in the Declaration.

     The Holder is entitled to the benefits of the Preferred Securities
Guarantee to the extent provided therein. The Sponsor will provide a copy of the
Declaration, the Preferred Securities



                                      A-12
<Page>

Guarantee and the Indenture to any Holder without charge upon written request to
the Trust at its principal place of business.

     Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Preferred Securities as
evidence of undivided beneficial ownership in the Debentures.

     Unless the Property Trustee's Certificate of Authentication hereon has been
properly executed, these Preferred Securities shall not be entitled to any
benefit under the Declaration or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Trust has executed this certificate this day of
December 21, 2001.


                                    NORTHWESTERN CAPITAL FINANCING II


                                    By:     ___________________________________
                                            as Regular Trustee



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Preferred Securities referred to in the
within-mentioned Declaration.



Dated:   December 21, 2001                  as Property Trustee


                                            By:  __________________________
                                                 Authorized Signatory



                                      A-13
<Page>





                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:



(Insert assignee's social security or tax identification number)



(Insert address and zip code of assignee) and irrevocably appoints _____________

agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: __________________________

Signature: ______________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)



<Page>


                                    ANNEX II

     THIS SECURITY IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE DECLARATION (AS
DEFINED BELOW)


Certificate Number                                   Number of Common Securities

------------                                                      --------------


                    Certificate Evidencing Common Securities
                                       of
                        NORTHWESTERN CAPITAL FINANCING II
                         8 1/4% Trust Common Securities
                  (liquidation amount $25 per Common Security)


     NORTHWESTERN CAPITAL FINANCING II, a business trust formed under the laws
of the State of Delaware (the "TRUST"), hereby certifies that
__________________________ (the "HOLDER"), is the registered owner of
__________________________________ common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the 8 1/4%
Trust Common Securities (liquidation amount $25 per CommON Security) (the
"COMMON SECURITIES"). The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of December 21,
2001, as the same may be amended from time to time (the "DECLARATION"),
including the designation of the terms of the Securities as set forth in EXHIBIT
A to the Declaration. Capitalized terms used herein but not defined shall have
the meanings given them in the Declaration.

     The Holder is entitled to the benefits of the Common Securities Guarantee
to the extent provided therein. The Sponsor will provide a copy of the
Declaration, the Common Securities Guarantee and the Indenture to any Holder
without charge upon written request to the Trust at its principal place of
business.

     Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

     By acceptance, the Holder agrees to treat for United States federal income
tax purposes the Debentures as indebtedness and the Common Securities as
evidence of undivided beneficial ownership in the Debentures.


                                      A-2

<Page>


         IN WITNESS WHEREOF, the Trust has executed this certificate this day of
December _____, 2001.


                                    NORTHWESTERN CAPITAL FINANCING II


                                    By:     ____________________________________
                                            as Regular Trustee



                                      A-3

<Page>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:



(Insert assignee's social security or tax identification number)



(Insert address and zip code of assignee) and irrevocably appoints _____________

agent to transfer this Common Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: __________________________

Signature: ______________________
(Sign exactly as your name appears on the other side of this Common Security
Certificate)








                                      A-4


<Page>


                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE



<Page>


                                    EXHIBIT C

                             UNDERWRITING AGREEMENT