ex-10w.htm


    

      INSTRUMENT
OF AMENDMENT
TO THE

      MDU
RESOURCES GROUP, INC.

      401(k)
RETIREMENT PLAN

      


      


      The MDU
Resources Group, Inc. 401(k) Retirement Plan, (as restated June 1, 2009) (the
“Plan”), is hereby further amended, effective January 1, 2010, unless otherwise
indicated, as follows:

      


      
        	
                1.

              	
                By
      adding the following sentence to the end of the
      “Introduction:”

              


      

      


      Effective
January 1, 2010, the Plan was amended to provide Retirement Contributions to
those employees who were Participants in the MDU Resources Group, Inc. Pension
Plan for Non-Bargaining Unit Employees, the Knife River Corporation Salaried
Employees’ Pension Plan, and the Williston Basin Interstate Pipeline Company
Pension Plan, for which future benefits accruals ended as of December 31,
2009.

      


      Explanation:  This
amendment adds to the historical provision to the K-Plan that the Pension Plans
named in the amendment are being frozen effective December 31, 2009, and a
Retirement Contribution will be provided as a replacement contribution to
impacted Participants.

      


      
        	
                2.

              	
                By
      adding  the definition of “Gross Compensation” to Article I of
      the Plan, as follows:

              


      

      


      Gross Compensation –
All taxable Compensation paid to an Eligible Employee by the Employer, including
but not limited to wages, salary, bonuses, and incentive
compensation.

      


      Explanation:  This
amendment defines the term “Gross Compensation” as used for testing
purposes.

      


      
        	
                3.

              	
                By
      adding the definition of “Spouse” to Article I of the Plan, as
      follows:

              


      

      


      Spouse – A
“Spouse” means a person of the opposite gender who is legally married or legally
separated from the Participant.

      


      Explanation:  This
amendment clarifies the definition of spouse to be consistent with other MDU
Resources Group, Inc. benefit plans.

      


      
        	
                4.

              	
                By
      adding the definition of “Company Pension Plan” to Article I of the Plan,
      as follows:

              


      

      


      Company Pension
Plan.  Any one or more of the following pension plans: MDU
Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees, Knife
River Corporation Salaried Employees’ Pension Plan,


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


      and
Williston Basin Interstate Pipeline Company Pension Plan.

      


      Explanation: This amendment
adds the definition of “Company Pension Plan” for purposes of the new Retirement
Contribution being made on behalf of Participants whose Pension Plan accruals
are frozen, effective December 31, 2009.

      


      
        	
                5.

              	
                By
      replacing “Special Contribution” with “Retirement Contribution” throughout
      the Plan.

              


      

      


      Explanation:  This
amendment changes phrases for consistency when identifying additional employer
contributions other than profit sharing contributions.

      


      
        	
                6.

              	
                Effective
      as of January 1, 2009, by adding the following new Section
      4A.6  Election to Receive
      Required Minimum Distributions for 2009 to the Plan immediately
      following Section 4A.5 thereof:

              


      

      


      4A.6           Election to Receive Required
Minimum Distributions for 2009.  Notwithstanding any other
provision of this Section 4A of the Plan, a Participant or Beneficiary
who would have been required to receive a required minimum distributions
for 2009 but for the enactment of section 401(a)(9)(H) of the Code (“2009
RMDs”), and who would have satisfied that requirement by receiving distributions
that are: (i) equal to the 2009 RMDs; or (ii) one or more payments in a series
of substantially equal distributions (that include the 2009 RMDs) made at least
annually and expected to last for the life (or life expectancy) of the
Participant, the joint lives (or joint life expectancy) of the Participant and
the Participant’s designated Beneficiary, or for a period of at least 10 years
(“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the
Participant or Beneficiary chooses to receive such distributions. Participants
and Beneficiaries described in the preceding sentence will be given the
opportunity to elect to receive the distributions described in the preceding
sentence. In addition, notwithstanding Section 4.7 of the Plan, and solely for
purposes of applying the direct rollover provisions of the Plan, 2009 RMDs and
Extended 2009 RMDs will be treated as eligible rollover
distributions.

      


      Explanation:  This
amendment incorporates the required temporary waiver of the Required Minimum
Distribution rules under the Worker, Retiree and Employer Recovery Act of 2008
(“WRERA”), and allows amounts distributed as 2009 Required Minimum Distributions
to be rolled over into an IRA or other retirement plan.

       

      


      
        	
                7.

              	
                By
      replacing footnote 5 to Supplement D-2 of the Plan, in its entirety, as
      follows:

              


      

      


      5  Requirement
to be an Active Employee on the last day of the Plan Year does not apply to
Bitter Creek Pipelines, LLC, Fidelity Exploration & Production Company,
Great Plains Natural Gas, Intermountain Gas


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


      Company,
and Rocky Mountain Contractors, Inc. (union).  In addition, completion
of 1,000 Hours of Service does not apply to Rocky Mountain Contractors, Inc.
(union).

      


      Explanation:  This
amendment clarifies the Affiliates whose employees are not required to be an
Active Employee on the last day of the Plan Year or required to complete 1,000
Hours of Service in order to share in the Supplement D-2 Retirement
Contribution.

      


      
        	
                8.

              	
                Effective
      January 1, 2006, by adding MDU Construction Services Group, Inc. and
      Hawaiian Cement as Participating Affiliates to Section D-6-2 Eligibility to Share
      in the Special Contribution of Supplement D-6 of the
      Plan.

              


      

      


      Explanation:  This
amendment clarifies that MDU Construction Services Group, Inc. and Hawaiian
Cement are Participating Affiliates in the Retirement Contribution Feature of
the Plan.

      


      
        	
                9.

              	
                By
      adding a new Supplement D-6A to the Plan, as
  follows:

              


      

      


      Supplement
D-6A

      


      Provisions Relating to
the

      Retirement Contribution
Feature

      


      
        	
                 
      

              	
                D-6A-1

              	
                Introduction.  Effective
      January 1, 2010, certain Participating Affiliates in the Plan hereby
      establish a Retirement Contribution Feature as described in this
      Supplement D-6A.  This Retirement Contribution Feature shall be
      in addition to all other contributions provided pursuant to the
      Plan.

              


      

      


      
        	
                 
      

              	
                D-6A-2

              	
                Eligibility to Share
      in the Retirement Contribution.  Participation in the
      Retirement Contribution for any Plan Year is limited to individuals who
      were active Participants in a Company Pension Plan as of December 31,
      2009.

              


      

      


      
        	
                 
      

              	
                In
      order to share in the allocation of the Retirement Contribution for any
      Plan Year, Eligible Employees must complete 1,000 Hours of Service in that
      Plan Year; provided, however, that if the Participant’s failure to
      complete 1,000 Hours of Service in the Plan Year is due to the
      Participant’s Disability, Death, or Retirement on attaining age 60 during
      such Plan Year, such Participant shall nevertheless be entitled to a
      Retirement Contribution for such Plan Year.  Individuals who
      satisfy the preceding requirements for Retirement Contributions are
      referred to herein as “Supplement D-6A
  Participants.”

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


      


      
        	
                 
      

              	
                D-6A-3

              	
                Amount of Retirement
      Contribution.  For each Plan Year, Supplement D-6A
      Participants will be credited with the following static contribution based
      upon their age as of December 31, 2009, and their eligible Compensation,
      excluding bonuses, for the Plan
Year:

              


      

      


      
        	
                Age
      as of

                December
      31, 2009

              	
                Retirement
      Contribution 

                Percentage

              
	
                Less
      than 30

              	
                5.0%

              
	
                30
      but less than 35

              	
                7.0%

              
	
                35
      but less than 40

              	
                9.0%

              
	
                40
      but less than 45

              	
                10.5%

              
	
                45
      and over

              	
                11.5%

              


      

      


      Notwithstanding
the foregoing, if the Retirement Contribution Percentage above for Participants
who are Highly Compensated Employees is more than the amount permitted under
Section 415 of the Code, the Participant’s Retirement Contributions shall be
reduced to the extent necessary to comply with Section 415 of the Code. The
Retirement Contribution Percentage above may also be reduced for Participants
who are Highly Compensated Employees, as necessary, to pass nondiscrimination
testing.

       
 

      
        	
                 
      

              	
                D-6A-4

              	
                Vesting.  Notwithstanding
      anything in Section 4.2 to the contrary, Supplement D-6A Participants
      shall be vested in their Retirement Contribution upon completing three (3)
      years of Vesting Service as defined
below.

              


      

      


      
        	
                 
      

              	
                A
      “Year of Vesting Service” means a Plan Year in which the Supplement D-6A
      Participant completes at least 1,000 Hours of Service. In addition,
      service with any Affiliate that occurred prior to the effective date of
      Supplement D-6A shall be recognized for purposes of this
      paragraph.  Notwithstanding the foregoing, a Participant shall
      be fully vested in his or her Retirement Contribution Account upon Death,
      Disability, or attaining age 60.

              


      

      


      
        	
                 
      

              	
                D-6A-5

              	
                Use of
      Terms.  Terms used in this Supplement D-6A shall, unless
      defined in this Supplement D-6A or elsewhere noted, have the meaning given
      to those terms in the Plan.

              


      

      


      
        	
                 
      

              	
                D-6A-6

              	
                Inconsistencies with
      the Plan.  The terms of this Supplement D-6A are a part
      of the Plan and supersede the provisions of the Plan to the extent
      necessary to eliminate inconsistencies between the Plan and Supplement
      D-6A.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      Explanation:  This
amendment adds a new Supplement to the Plan to provide for Retirement
Contributions to the Plan accounts of those Participants who were Participants
of one of the Company’s Pension Plans as of December 31,
2009.

      


      IN
WITNESS WHEREOF, MDU Resources Group, Inc., as Sponsoring Employer of the Plan,
has caused this Supplement to be duly executed by a member of the MDU Resources
Group, Inc. Employee Benefits Committee (“EBC”) on this 2nd day of December,
2009.

      


      


      
        	 
      	 
      	
                MDU
      RESOURCES GROUP, INC.

              
	 
      	 
      	
                  
      EMPLOYEE BENEFITS COMMITTEE

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Vernon A Raile

              
	 
      	 
      	
                Vernon
      A. Raile,
    Chairman       

              


      

      
        	
                 
      

              	
                 

              


      


      
        
           


        

        
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