X0202 4 2005-01-31 0 0000073088 NORTHWESTERN CORP NWEC 0001271670 BIRD BRIAN B 125 S. DAKOTA AVENUE SIOUX FALLS SD 57104 0 1 0 0 Chief Financial Officer COMMON 2005-01-31 4 A 0 21440 A 21440 D RESTRICTED STOCK AWARD OF COMMON STOCK, PAR VALUE $.01 PER SHARE, UNDER THE NORTHWESTERN CORPORATION 2004 SPECIAL RECOGNITION GRANT RESTRICTED STOCK PLAN, FOR WHICH A REGISTRATION STATEMENT ON FORM S-8 WAS FILED JANUARY 31, 2005. THE SHARES VEST: 50% AS OF THE COMPANY'S EMERGENCE FROM CHAPTER 11 REORGANIZATION ON NOVEMBER 1, 2004; 10% AS OF NOVEMBER 1, 2005; 20% AS OF NOVEMBER 1, 2006; AND 20% AS OF NOVEMBER 1, 2007. Brian B. Bird 2005-02-01