0000073088-08-000079 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • October 30th, 2008 • Northwestern Corp • Electric & other services combined

This Consulting Agreement, dated as of September 5, 2008, (the "Agreement"), is entered into by and between NorthWestern Energy ("NWEC" or "Company"), a Delaware corporation with its principal place of business located at 3010 West 69th Street, Sioux Falls, South Dakota, 57108 and Thomas J. Knapp ("Knapp" or "Consultant"), a Maryland resident. NWEC and Knapp are collectively referred to herein as the "Parties."

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WAIVER AND RELEASE
Waiver and Release • October 30th, 2008 • Northwestern Corp • Electric & other services combined • South Dakota

This Waiver and Release, ("Release", undersigned and dated as of September 5, 2008, ("Release"), is entered into by and between NorthWestern Corporation, d/b/a NorthWestern Energy, a Delaware corporation with its principal place of business located at 3010 West 69th Street, Sioux Falls, South Dakota, 57108, its officers, agents, directors, employees, successors, subsidiaries, insurers, parents and/or affiliated companies, and assigns ("NWEC or Company") and Thomas J. Knapp ("Knapp" or "You"), a Maryland resident, to settle all issues between us in connection with Knapp's severance of employment. NWEC and Knapp are collectively referred to herein as the "Parties".

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