2003 Compensation Charter: NOR

NORTHWESTERN CORPORATION
COMPENSATION COMMITTEE CHARTER

Role
The Compensation Committee acts on behalf of and with the concurrence of the Board of Directors with respect to matters relating to the compensation programs, employment agreements, officer appointments and the CEO's Performance assessment.

Responsibilities
The Committee's primary responsibilities are:

Appointment, compensation, retention and oversight of the Accountant that audits the financial statements of the Corporation. In the process, the Committee will discuss and consider the Accountant's written affirmation that the Accountant is in fact independent pursuant to SEC rules, discuss the nature and rigor of the audit process, receive and review all reports, and provide to the Accountant full access to the Committee (and the Board) to report on any and all appropriate matters.
Annually review and recommend to the Board of Directors compensation and incentive programs for senior management. Provide input to management concerning compensation strategy and philosophy.
Annually review and recommend to the Board changes to the outside Board of Directors compensation.
Review and recommend to the Board employment agreements and change of control provisions.
Lead an annual assessment of the CEO's performance and report findings to the CEO and Board of Directors.
In conjunction with the CEO, recommend to the Board of Directors officer appointments.
Approve an annual Compensation Committee report for the proxy statement.
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the Accountant. Nor is it the duty of the Committee to conduct investigations, to resolve disagreements, if any, between management and the Accountant or to assure compliance with laws and regulations.