February 15, 2002 -- The Montana Power Company (NYSE: MTP) announced that it completed its planned restructuring in order to become a stand-alone telecommunications company, Touch America Holdings, Inc.

Touch America Holdings, Inc. will become the listed company on the New York and Pacific stock exchanges under the symbol TAA. All outstanding shares of Montana Power are converted into shares of Touch America Holdings on a one-for-one basis. The announcement completes Montana Power's reorganization to allow the final step -- the sale of the utility -- to happen.

On September 21, 2001, The Montana Power Company (MPC) shareholders approved the restructuring plan and the related sale of Montana Power's electric and natural gas transmission and distribution utility to NorthWestern Corporation. Montana Power and NorthWestern also have received all regulatory approvals for completing the utility transaction.

Under the restructuring completed, MPC merged into The Montana Power, L.L.C., a Montana limited liability company and wholly owned subsidiary of Touch America Holdings.

As a result of the merger, each common shareholder of MPC will be deemed to receive one share of Touch America Holdings' common stock for each MPC common share held. Also, MPC's Preferred Stock, $6.875 Series shareholders will be deemed to receive one share of Touch America Holdings' Preferred Stock, $6.875 Series for each such MPC preferred share held. MPC's Preferred Stock, $4.20 Series and $6 Series will be redeemed. Instructions for exchanging shares or redeeming preferred stock are being or will be mailed to affected shareholders.

Following the merger, The Montana Power, L.L.C., constituting MPC's utility business, will be sold to NorthWestern. As a result of these transactions, Touch America Holdings will become the owner of the telecommunications operating business, Touch America, Inc.

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