Exhibit 4(a)
TRUST AGREEMENT
OF MONTANA POWER CAPITAL I
This TRUST AGREEMENT of Montana Power Capital I (the
"Trust"), dated as of October__, 1996, among (i) The Montana Power
Company, a Montana corporation (the "Depositor"), (ii) The Bank of New
York, a New York banking corporation, not in its individual capacity
but solely as trustee of the Trust, (iii) The Bank of New York
(Delaware), a Delaware banking corporation, not in its individual
capacity but solely as trustee of the Trust, and (iv) Ellen M.
Senechal, an individual employed by the Depositor, not in her
individual capacity but solely as trustee of the Trust (the
"Administrative Trustee") (each of such trustees in (ii), (iii) and
(iv) a "Trustee" and collectively, the "Trustees"). The Depositor and
the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Montana
Power Capital I", in which name the Trustees, or the Depositor to the
extent provided herein, may conduct the business of the Trust, make
and execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and
sets over to the Trustees the sum of $10. The Trustees hereby
acknowledge receipt of such amount in trust from the Depositor, which
amount shall constitute the initial trust estate. The Trustees hereby
declare that they will hold the trust estate in trust for the
Depositor. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of Title
12 of the Delaware Code, 12 Del. C. Section 3801 et seq. (the
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"Business Trust Act"), and that this document constitutes the
governing instrument of the Trust. The Trustees are hereby authorized
and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in accordance with the
provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an
amended and restated Trust Agreement, satisfactory to each such party
and substantially in the form to be included as an exhibit to the 1933
Act Registration Statement referred to below, to provide for the
contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect of the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. The Administrative Trustee
is hereby authorized and directed, on behalf of the Trust, to execute
and deliver an underwriting agreement in respect of the sale of the
Preferred Securities in such form as the Depositor shall approve.
4. The Depositor and the Trustees hereby authorize and
direct the Depositor (i) to prepare and file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on
behalf of the Trust, (a) a Registration Statement on Form S-3 (the
"1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to the 1933 Act Registration Statement,
relating to the registration under the Securities Act of 1933, as
amended, of the Preferred Securities of the Trust and certain other
securities and (b) a Registration Statement on Form 8-A (the "1934 Act
Registration Statement") (including all pre-effective and post-
effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to prepare and file
with the New York Stock Exchange (the "Exchange") and execute on
behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities to be listed
on the Exchange and (iii) to prepare and file and execute on behalf of
the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register
the Preferred Securities under the securities or blue sky laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to
above is required by the rules and regulations of the Commission, the
Exchange or state securities or blue sky laws, to be executed on
behalf of the Trust by one or more of the Trustees, each of the
Trustees, in its or his capacity as Trustee of the Trust, is hereby
authorized and, to the extent so required, directed to join in any
such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Bank of New York and The Bank
of New York (Delaware), in their capacities as Trustees of the Trust,
respectively, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws. In connection with the filings referred
to above, the Depositor and each Trustee, solely in its or his
capacity as Trustee of the Trust, hereby constitutes and appoints
Daniel T. Berube, Jerry P. Pederson, Ellen M. Senechal and Robert G.
Schuur, and each of them, as its or his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution,
for the Depositor or such Trustee or in the Depositor's or such
Trustee's name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to any of
such filings (including the 1933 Act Registration Statement) and the
1934 Act Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, the Exchange and securities or blue sky laws
administrators, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as the Depositor or such Trustee might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective
substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of Trustees;
provided, however, that to the extent required by the Business Trust
Act, one Trustee shall be either a natural person who is a resident of
the State of Delaware, or, 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 Delaware law. Subject
to the foregoing, the Depositor is entitled to appoint or remove
without cause any Trustee at any time. The Trustees may resign upon
thirty days prior written notice to Depositor.
7. The Depositor shall have the right to terminate the
Trust at any time prior to the issuance of any Preferred Security.
8. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
(without regard to conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed as of the day and year first above
written.
THE MONTANA POWER COMPANY,
as Depositor
By:______________________________
Name:
Title:
THE BANK OF NEW YORK, not in its
individual capacity but solely
as Trustee
By:_____________________________
Name:
Title:
THE BANK OF NEW YORK
(DELAWARE), not in its
individual capacity but
solely as Trustee
By:____________________________
Name:
Title:
______________________________,
Ellen M. Senechal, not in her
individual capacity but solely
as Trustee