exhibit10g.htm


    

      MDU
RESOURCES GROUP, INC.

      LONG-TERM
PERFORMANCE-BASED INCENTIVE PLAN

      


      ANNUAL
INCENTIVE AWARD AGREEMENT

      


      


      


                          February 11,
2009

      


      


      


      


      In accordance with the terms of the MDU
Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the “Plan”),
pursuant to action of the Compensation Committee of the Board of Directors of
MDU Resources Group, Inc. (the “Committee”), MDU Resources Group, Inc. (the
“Company”) has  granted to you (the “Participant”) an opportunity to
receive an annual incentive award for calendar year 2009 (the “Award”), subject
to the terms and conditions set forth in this Award Agreement (including Annexes
A and B hereto and all documents incorporated herein by reference), as set forth
below:

      


      
        
          	
                  Target
      Award:

                   

                	
                   $[  ]
      (the “Target Award”)

                   

                
	
                  Performance
      Measures:

                   

                	
                  Earnings
      Per Share (weighted 50%) and Return on Invested Capital (weighted 50%)
      (collectively, the "Performance Measures")

                   

                
	
                  Performance
      Period:

                   

                	
                  January
      1, 2009 through December 31, 2009 (the "Performance Period")

                   

                
	
                  THE
      AWARD IS SUBJECT TO FORFEITURE AS PROVIDED
  HEREIN.

                


        

      

      


      Further terms and conditions of the
Award are set forth in Annexes A and B hereto, which are integral parts of this
Award Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      All terms, provisions and conditions
applicable to the Award set forth in the Plan and not set forth in this Award
Agreement are hereby incorporated herein by reference.  To the extent
any provision hereof is inconsistent with a provision of the Plan, the provision
of the Plan will govern.  The Participant hereby acknowledges receipt
of a copy of this Award Agreement, including Annexes A and B hereto, and a copy
of the Plan and agrees to be bound by all the terms and provisions hereof and
thereof.

      


                  MDU RESOURCES GROUP,
INC.

      


      


      


                  By:  ______________________

      


                 
 Thomas Everist

                 
 Chairman of the

                  
Compensation Committee

      


      


      Agreed:

       

      


      
        


      

      ______________________


      Participant

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX A

      


      TO

      


      MDU
RESOURCES GROUP, INC.

      LONG-TERM
PERFORMANCE-BASED INCENTIVE PLAN

      


      ANNUAL
INCENTIVE AWARD AGREEMENT

      


      It is
understood and agreed that the Award evidenced by the Award Agreement to which
this is annexed is subject to the following additional terms and
conditions.

      


      1.           Nature of
Award.  The Award represents the opportunity to receive an
annual incentive award if certain targeted performance goals are achieved during
the Performance Period.

      


      2.           Determination of Annual
Incentive Award.  The amount of the annual incentive award
earned, if any, pursuant to this Award Agreement shall be equal to a percentage
of the Target Award, with such percentage determined by the Committee in
accordance with Annex B hereto; provided, however, that the Committee may, in
its discretion, reduce the annual incentive award based on the Participant's
individual performance (as determined by the Committee) during the Performance
Period.

      


      3.           Payment.  Payment
of any annual incentive award earned pursuant to this Agreement shall be made in
cash in a lump sum.  Unless the Participant has elected to defer
receipt of the annual incentive award in accordance with an applicable deferral
arrangement, payment will be made as soon as practicable (but not later than the
next March 10th) following the Committee's certification of the achievement of
the Performance Measures and determination of the Participant's annual incentive
payment pursuant to Section 2 hereof.

      


      4.           Termination of
Employment.  Notwithstanding anything contained herein to the
contrary, except as the Committee may otherwise determine, in order to be
eligible to receive an annual incentive award under this Award Agreement, the
Participant must remain in the employ of the Company through the Performance
Period.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      5.           Unusual or Nonrecurring
Events.  Unless otherwise determined by the Committee, the
Performance Measure targets shall be adjusted to take into account unusual or
nonrecurring events affecting the Company, a Subsidiary or a division or
business unit, or the financial statements thereof, or changes in applicable
laws, regulations or accounting principles to the extent such unusual or
nonrecurring events or changes in applicable laws, regulations or accounting
principles otherwise would result in dilution or enlargement of the annual
incentive award intended to be provided hereunder; provided, however, that such
adjustment shall be made in a manner that will not cause the Award to fail to
qualify as performance-based compensation for purposes of Section 162(m)(4)(C)
of the Code.

      


      6.           Tax
Withholding.  The Committee shall have the power and the right
to deduct or withhold from any annual incentive award earned pursuant to this
Award Agreement an amount sufficient to satisfy any Federal, State and local
taxes (including the Participant's FICA obligations) required by law to be
withheld.

      


      7.           Ratification of
Actions.  By accepting the Award or other benefit under the
Plan, the Participant and each person claiming under or through him shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan or the Award by the Company, its
Board of Directors, or the Committee.

      


      8.           Definitions.
Capitalized terms not otherwise defined herein or in the Award Agreement shall
have the meanings given them in the Plan.

      


      9.           Governing Law and
Severability. To the extent not preempted by Federal law, the Award
Agreement will be governed by and construed in accordance with the laws of the
State of Delaware, without regard to conflicts of law provisions.  In
the event any provision of the Award Agreement shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining
parts of the Award Agreement, and the Award Agreement shall be construed and
enforced as if the illegal or invalid provision had not been
included.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      10.           No Rights to Continued
Employment.  This Award Agreement is not a contract of
employment.  Nothing in the Plan or in this Award Agreement shall
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate the Participant's employment at any time, for any reason or no reason,
or confer upon the Participant the right to continue in the employ of the
Company or a Subsidiary.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ANNEX B

      


      TO

      


      MDU
RESOURCES GROUP, INC.

      LONG-TERM
PERFORMANCE-BASED INCENTIVE PLAN

      


      ANNUAL
INCENTIVE AWARD AGREEMENT

      


      


      


      [2009
Approved Performance Measures]