0001104659-06-027919 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • April 26th, 2006 • Northwestern Corp • Electric & other services combined • Delaware

This Amendment No. 1 to Rights Agreement (this “Amendment”) is entered into as of April 25, 2006 (to become effective on the date set forth in Section 5.0 of this Amendment), between Northwestern Corporation, a Delaware corporation (the “Company”), and LaSalle Bank National Association, a national banking association, as Rights Agent (the “Rights Agent”), and amends the Rights Agreement dated as of December 5, 2005, between the Company and the Rights Agent (the “Rights Agreement”).

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