ex-10k.htm


    MDU
RESOURCES GROUP, INC.

    LONG-TERM
PERFORMANCE-BASED INCENTIVE PLAN

    


    Article
1.  Establishment, Purpose and Duration

    


    1.1           Establishment of the
Plan.  MDU Resources Group, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), hereby establishes an incentive
compensation plan to be known as the "MDU Resources Group, Inc. Long-Term
Performance-Based Incentive Plan" (hereinafter referred to as the "Plan"), as
set forth in this document.  The Plan permits the grant of
Nonqualified Stock Options (NQSO), Incentive Stock Options (ISO), Stock
Appreciation Rights (SAR), Restricted Stock, Performance Units, Performance
Shares and other awards.

    


    The Plan first became effective when
approved by the stockholders at the annual meeting on April 22,
1997.  The Plan, as amended, will become effective on April 25, 2006
if it is approved by the stockholders at the 2006 annual meeting.  The
Plan shall remain in effect as provided in Section 1.3 herein.

    


    1.2           Purpose of the
Plan.  The purpose of the Plan is to promote the success and
enhance the value of the Company by linking the personal interests of
Participants to those of Company stockholders and customers.

    


    The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract and retain the
services of Participants upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent.

    


    1.3           Duration of the
Plan.  The Plan shall remain in effect, subject to the right of
the Board of Directors to terminate the Plan at any time pursuant to Article 15
herein, until all Shares subject to it shall have been purchased or acquired
according to the Plan's provisions.

    


    Article
2.  Definitions

    


    Whenever used in the Plan, the
following terms shall have the meanings set forth below and, when such meaning
is intended, the initial letter of the word is capitalized:

    


    2.1           "Award" means, individually
or collectively, a grant under the Plan of NQSOs, ISOs, SARs, Restricted Stock,
Performance Units, Performance Shares or any other type of award permitted under
Article 10 of the Plan.

    


    2.2           "Award Agreement" means an
agreement entered into by each Participant and the Company, setting forth the
terms and


    
      
         


      

      
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    provisions
applicable to an Award granted to a Participant under the Plan.

    


    2.3           "Base Value" of an SAR shall
have the meaning set forth in Section 7.1 herein.

    


    2.4           "Board" or "Board of Directors" means
the Board of Directors of the Company.

    


    2.5           A
“Change in Control”
shall mean:

     

    
      	
               
      

            	
              (a)

            	
              The
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
      more of either (i) the then outstanding shares of common stock of the
      Company (the “Outstanding Company Common Stock”) or (ii) the combined
      voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors (the “Outstanding
      Company Voting Securities”); provided, however, that for purposes of this
      subsection (a), the following acquisitions shall not constitute a Change
      in Control: (i) any acquisition directly from the Company, (ii) any
      acquisition by the Company, (iii) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      corporation controlled by the Company or (iv) any acquisition by any
      corporation pursuant to a transaction which complies with clauses (i),
      (ii) and (iii) of subsection (c) of this Section 2.5;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Individuals
      who, as of April 22, 1997, which is the effective date of the Plan,
      constitute the Board (the “Incumbent Board”) cease for any reason to
      constitute at least a majority of the Board; provided, however, that any
      individual becoming a director subsequent to the date hereof whose
      election, or nomination for election by the Company’s shareholders, was
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board shall be considered as though such individual were a
      member of the Incumbent Board, but excluding, for this purpose, any such
      individual whose initial assumption of office occurs as a result of an
      actual or threatened election contest with respect to the election or
      removal of directors or other actual or threatened solicitation of proxies
      or consents by or on behalf of a Person other than the Board;
      or

            


    

     


    
      
         


      

      
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              (c)

            	
              Consummation
      of a reorganization, merger or consolidation or sale or other disposition
      of all or substantially all of the assets of the Company (a “Business
      Combination”), in each case, unless, following such Business Combination,
      (i) all or substantially all of the individuals and entities who were the
      beneficial owners, respectively, of the Outstanding Company Common Stock
      and Outstanding Company Voting Securities immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than
      60% of, respectively, the then outstanding shares of common stock and the
      combined voting power of the then outstanding voting securities entitled
      to vote generally in the election of directors, as the case may be, of the
      corporation resulting from such Business Combination (including, without
      limitation, a corporation which as a result of such transaction owns the
      Company or all or substantially all of the Company’s assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership immediately prior to such Business
      Combination of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities, as the case may be, (ii) no Person (excluding
      any corporation resulting from such Business Combination or any employee
      benefit plan (or related trust) of the Company or such corporation
      resulting from such Business Combination) beneficially owns, directly or
      indirectly, 20% or more of, respectively, the then outstanding shares of
      common stock of the corporation resulting from such Business Combination
      or the combined voting power of the then outstanding voting securities of
      such corporation except to the extent that such ownership existed prior to
      the Business Combination and (iii) at least a majority of the members of
      the board of directors of the corporation resulting from such Business
      Combination were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination;
or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Approval
      by the shareholders of the Company of a complete liquidation or
      dissolution of the Company.

            


    

     

    For
avoidance of doubt, unless otherwise determined by the Board, the sale of a
subsidiary, operating entity or business unit of the Company shall not
constitute a Change in Control for purposes of this Agreement.

    


    2.6           "Code" means the Internal
Revenue Code of 1986, as amended from time to time.


    
      
         


      

      
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    2.7           "Committee" means the
Committee, as specified in Article 3, appointed by the Board to administer
the Plan with respect to Awards.

    


    2.8           "Company" means MDU Resources
Group, Inc., a Delaware corporation, or any successor thereto as provided in
Article 18 herein.

    


    2.9           "Covered Employee" means any
Participant who would be considered a "Covered Employee" for purposes of Section
162(m) of the Code.

    


    2.10           "Director" means any
individual who is a member of the Board of Directors of the
Company.

    


    2.11           "Disability" means "permanent
and total disability" as defined under Section 22(e)(3)of the Code.

    


    2.12           "Dividend Equivalent" means,
with respect to Shares subject to an Award, a right to be paid an amount equal
to dividends declared on an equal number of outstanding Shares.

    


    2.13           "Eligible Employee" means an
Employee who is eligible to participate in the Plan, as set forth in Section 5.1
herein.

    


    2.14           "Employee" means any
full-time or regularly-scheduled part-time employee of the Company or of the
Company's Subsidiaries, who is not covered by any collective bargaining
agreement to which the Company or any of its Subsidiaries is a
party.  Directors who are not otherwise employed by the Company shall
not be considered Employees for purposes of the Plan.  For purposes of
the Plan, transfer of employment of a Participant between the Company and any
one of its Subsidiaries (or between Subsidiaries) shall not be deemed a
termination of employment.

    


    2.15           "Exchange Act" means the
Securities Exchange Act of 1934, as amended from time to time, or any successor
act thereto.

    


    2.16           "Exercise Period" means the
period during which an SAR or Option is exercisable, as set forth in the related
Award Agreement.

    


    2.17           "Fair Market Value" shall
mean the average of the high and low sale prices as reported in the consolidated
transaction reporting system or, if there is no such sale on the relevant date,
then on the last previous day on which a sale was reported.

    


    2.18           "Freestanding SAR" means an
SAR that is granted independently of any Option.


    
      
         


      

      
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    2.19           "Full Value Award" means an
Award pursuant to which Shares may be issued, other than an Option or an
SAR.

    


    2.20           "Incentive Stock Option" or
"ISO" means an option
to purchase Shares, granted under Article 6 herein, which is designated as an
Incentive Stock Option and satisfies the requirements of Section 422 of the
Code.

    


    2.21           "Nonqualified Stock Option" or
"NQSO" means an option to purchase Shares, granted under Article 6
herein, which is not intended to be an Incentive Stock Option under Section 422
of the Code.

    


    2.22           "Option" means an Incentive
Stock Option or a Nonqualified Stock Option.

    


    2.23           "Option Price" means the
price at which a Share may be purchased by a Participant pursuant to an Option,
as determined by the Committee and set forth in the Option Award
Agreement.

    


    2.24           "Participant" means an
Employee of the Company who has outstanding an Award granted under the
Plan.

    


    2.25           "Performance Goals" means the
performance goals established by the Committee, which shall be based on one or
more of the following measures:  sales or revenues, earnings per
share, shareholder return and/or value, funds from operations, operating income,
gross income, net income, cash flow, return on equity, return on capital,
earnings before interest, operating ratios, stock price, customer satisfaction,
accomplishment of mergers, acquisitions, dispositions or similar extraordinary
business transactions, profit returns and margins, financial return ratios
and/or market performance.  Performance goals may be measured solely
on a corporate, subsidiary or business unit basis, or a combination
thereof.  Performance goals may reflect absolute entity performance or
a relative comparison of entity performance to the performance of a peer group
of entities or other external measure.

    


    2.26           "Performance Unit" means an
Award granted to an Employee, as described in Article 9 herein.

    


    2.27           "Performance Share" means an
Award granted to an Employee, as described in Article 9 herein.

    


    2.28           "Period of Restriction" means
the period during which the transfer of Restricted Stock is limited in some way,
as provided in Article 8 herein.

    


    2.29           "Person" shall have the
meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as used in
Sections 13(d)


    
      
         


      

      
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    and 14(d)
thereof, including usage in the definition of a "group" in Section 13(d)
thereof.

    


    2.30           "Qualified Restricted
Stock" means an Award
of Restricted Stock designated as Qualified Restricted Stock by the Committee at
the time of grant and intended to qualify for the exemption from the limitation
on deductibility imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(C).

    


    2.31           "Restricted Stock" means an
Award of Shares granted to a Participant pursuant to Article 8
herein.

    


    2.32           "Shares" means the shares of
common stock of the Company.

    


    2.33           "Stock Appreciation Right" or
"SAR" means a right, granted alone or in connection with a related
Option, designated as an SAR, to receive a payment on the day the right is
exercised, pursuant to the terms of Article 7 herein.  Each SAR shall
be denominated in terms of one Share.

    


    2.34           "Subsidiary" means any
corporation that is a "subsidiary corporation" of the Company as that term is
defined in Section 424(f) of the Code.

    


    2.35           "Tandem SAR" means an SAR
that is granted in connection with a related Option, the exercise of which shall
require forfeiture of the right to purchase a Share under the related Option
(and when a Share is purchased under the Option, the Tandem SAR shall be
similarly canceled).

    


    Article
3.  Administration

    


    3.1           The Committee.  The
Plan shall be administered by the Compensation Committee of the Board, or by any
other Committee appointed by the Board.  The members of the Committee
shall be appointed from time to time by, and shall serve at the discretion of,
the Board of Directors.

    


    3.2           Authority of the
Committee.  The Committee shall have full power except as
limited by law, the Articles of Incorporation and the Bylaws of the Company,
subject to such other restricting limitations or directions as may be imposed by
the Board and subject to the provisions herein, to determine the size and types
of Awards; to determine the terms and conditions of such Awards in a manner
consistent with the Plan; to construe and interpret the Plan and any agreement
or instrument entered into under the Plan; to establish, amend or waive rules
and regulations for the Plan's administration; and (subject to the provisions of
Article 15 herein) to amend the terms and conditions of any outstanding
Award.  Further, the Committee shall make all other
determinations


    
      
         


      

      
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    which may
be necessary or advisable for the administration of the Plan.  As
permitted by law, the Committee may delegate its authorities as identified
hereunder.

    


    3.3           Restrictions on Share
Transferability.  The Committee may impose such restrictions on
any Shares acquired pursuant to Awards under the Plan as it may deem advisable,
including, without limitation, restrictions to comply with applicable Federal
securities laws, with the requirements of any stock exchange or market upon
which such Shares are then listed and/or traded and with any blue sky or state
securities laws applicable to such Shares.

    


    3.4           Approval.  The
Board or the Committee shall approve all Awards made under the Plan and all
elections made by Participants, prior to their effective date, to the extent
necessary to comply with Rule 16b-3 under the Exchange Act.

    


    3.5           Decisions
Binding.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its stockholders, Employees, Participants and their
estates and beneficiaries.

    


    3.6           Costs.  The Company
shall pay all costs of administration of the Plan.

    


    Article
4.  Shares Subject to the Plan

    


    4.1           Number of
Shares.  Subject to Section 4.2 herein, the maximum number of
Shares that may be issued pursuant to Awards under the Plan shall be
9,242,806.  Shares underlying lapsed or forfeited Awards of Restricted
Stock shall not be treated as having been issued pursuant to an Award under the
Plan.  Shares withheld from an Award of Restricted Stock to satisfy
tax withholding obligations shall be counted as Shares issued pursuant to an
Award under the Plan.  Shares that are potentially deliverable under
an Award that expires or is canceled, forfeited, settled in cash or otherwise
settled without the delivery of Shares shall not be treated as having been
issued under the Plan.  Shares that are withheld to satisfy the Option
Price or tax withholding obligations related to an Option, SAR or other Award
pursuant to which the Shares withheld have not yet been issued shall not be
deemed to be Shares issued under the Plan.

    


    Shares
issued pursuant to the Plan may be (i) authorized but unissued Shares of Common
Stock, (ii) treasury shares, or (iii) shares purchased on the open
market.


    
      
         


      

      
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    4.2           Adjustments in Authorized
Shares.  In the event of any equity restructuring such as a
stock dividend, stock split, spinoff, rights offering or recapitalization
through a large, nonrecurring cash dividend, the Committee shall cause an
equitable adjustment to be made (i) in the number and kind of Shares that may be
delivered under the Plan, (ii) in the individual limitations set forth in
Section 4.3 and (iii) with respect to outstanding Awards, in the number and kind
of Shares subject to outstanding Awards, the Option Price, Base Value or other
price of Shares subject to outstanding Awards, any Performance Goals relating to
Shares, the market price of Shares, or per-Share results, and other terms and
conditions of outstanding Awards, in the case of (i), (ii) and (iii) to prevent
dilution or enlargement of rights.  In the event of any other change
in corporate capitalization, such as a merger, consolidation or liquidation, the
Committee may, in its sole discretion, cause an equitable adjustment as
described in the foregoing sentence to be made to prevent dilution or
enlargement of rights.  The number of Shares subject to any Award
shall always be rounded down to a whole number when adjustments are made
pursuant to this Section 4.2.  Adjustments made by the Committee
pursuant to this Section 4.2 shall be final, binding and
conclusive.

    


    4.3           Individual
Limitations.  Subject to Section 4.2 herein, (i) the total
number of Shares with respect to which Options or SARs may be granted in any
calendar year to any Covered Employee shall not exceed 2,250,000 Shares; (ii)
the total number of shares of Qualified Restricted Stock that may be granted in
any calendar year to any Covered Employee shall not exceed 2,250,000 Shares;
(iii) the total number of Performance Shares or Performance Units that may be
granted in any calendar year to any Covered Employee shall not exceed 2,250,000
Performance Shares or Performance Units, as the case may be; (iv) the total
number of Shares that are intended to qualify for deduction under Section 162(m)
of the Code granted pursuant to Article 10 herein in any calendar year to any
Covered Employee shall not exceed 2,250,000 Shares; (v) the total cash Award
that is intended to qualify for deduction under Section 162(m) of the Code that
may be paid pursuant to Article 10 herein in any calendar year to any Covered
Employee shall not exceed $6,000,000; and (vi) the aggregate number of Dividend
Equivalents that are intended to qualify for deduction under Section 162(m) of
the Code that a Covered Employee may receive in any calendar year shall not
exceed $6,000,000.

    


    Article
5.  Eligibility and Participation

    


    5.1           Eligibility.  Persons
eligible to participate in the Plan include all officers and key employees of
the Company and its Subsidiaries, as determined by the Committee, including
Employees


    
      
         


      

      
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    who are
members of the Board, but excluding Directors who are not
Employees.

    


    5.2           Actual
Participation.  Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees those to
whom Awards shall be granted and shall determine the nature and amount of each
Award.

    


    Article
6.  Stock Options

    


    6.1           Grant of
Options.  Subject to the terms and conditions of the Plan,
Options may be granted to an Eligible Employee at any time and from time to
time, as shall be determined by the Committee.

    


    The Committee shall have complete
discretion in determining the number of Shares subject to Options granted to
each Participant (subject to Article 4 herein) and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to
such Options.  The Committee may grant ISOs, NQSOs, or a combination
thereof.

    


    6.2           Option Award
Agreement.  Each Option grant shall be evidenced by an Option
Award Agreement that shall specify the Option Price, the term of the Option, the
number of Shares to which the Option pertains, the Exercise Period and such
other provisions as the Committee shall determine, including but not limited to
any rights to Dividend Equivalents.  The Option Award Agreement shall
also specify whether the Option is intended to be an ISO or an
NQSO.

    


    The Option Price for each Share
purchasable under any Incentive Stock Option granted hereunder shall be not less
than one hundred percent (100%) of the Fair Market Value per Share at the date
the Option is granted; and provided, further, that in the case of an Incentive
Stock Option granted to a person who, at the time such Incentive Stock Option is
granted, owns shares of stock of the Company or of any Subsidiary which possess
more than ten percent (10%) of the total combined voting power of all classes of
shares of stock of the Company or of any Subsidiary, the Option Price for each
Share shall be not less than one hundred ten percent (110%) of the Fair Market
Value per Share at the date the Option is granted.  The Option Price
will be subject to adjustment in accordance with the provisions of Section 4.2
of the Plan.

    


    No Incentive Stock Option by its terms
shall be exercisable after the expiration of ten (10) years from the date of
grant of the Option; provided, however, in the case of an Incentive Stock Option
granted to a person who, at the time such Option is granted, owns shares of
stock of the Company or of any Subsidiary possessing more than ten percent (10%)
of the total combined voting power of all classes of shares of stock of the
Company or


    
      
         


      

      
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    of any
Subsidiary, such Option shall not be exercisable after the expiration of five
(5) years from the date such Option is granted.

    


    6.3           Exercise of and Payment for
Options.  Options granted under the Plan shall be exercisable
at such times and be subject to such restrictions and conditions as the
Committee shall in each instance approve.

    


    A Participant may exercise an Option at
any time during the Exercise Period.  Options shall be exercised by
the delivery of a written notice of exercise to the Company or its designee,
setting forth the number of Shares with respect to which the Option is to be
exercised, accompanied by provisions for full payment for the
Shares.

    


    The Option Price upon exercise of any
Option shall be payable either: (a) in cash or its equivalent, (b) by tendering
previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the total Option Price (provided that Shares which are
tendered must have been held by the Participant for at least six (6) months
prior to their tender to satisfy the Option Price), (c) by share withholding,
(d) by cashless exercise or (e) by a combination of (a),(b),(c), and/or
(d).

    


    As soon as practicable after receipt of
a written notification of exercise of an Option, provisions for full payment
therefor and satisfaction or provision for satisfaction of any tax withholding
or other obligations, the Company shall (i) deliver to the Participant, in the
Participant's name or the name of the Participant's designee, a Share
certificate or certificates in an appropriate aggregate amount based upon the
number of Shares purchased under the Option, or (ii) cause to be issued in the
Participant's name or the name of the Participant's designee, in book-entry
form, an appropriate number of Shares based upon the number of Shares purchased
under the Option.

    


    6.4           Termination of
Employment.  Each Option Award Agreement shall set forth the
extent to which the Participant shall have the right to exercise the Option
following termination of the Participant's employment with the Company and its
Subsidiaries.  Such provisions shall be determined in the sole
discretion of the Committee (subject to applicable law), shall be included in
the Option Award Agreement entered into with Participants, need not be uniform
among all Options granted pursuant to the Plan or among Participants and may
reflect distinctions based on the reasons for termination of
employment.  If the employment of a Participant by the Company or by
any Subsidiary is terminated for any reason other than death, any Incentive
Stock Option granted to such Participant may not be exercised later than three
(3) months (one (1) year in the case of termination due to Disability) after the
date of such termination of employment.


    
      
         


      

      
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    6.5           Transferability of
Options.  Except as otherwise determined by the Committee and
set forth in the Option Award Agreement, no Option granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution, and all Incentive
Stock Options granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.

    


    Article
7.  Stock Appreciation Rights

    


    7.1           Grant of
SARs.  Subject to the terms and conditions of the Plan, an SAR
may be granted to an Eligible Employee at any time and from time to time as
shall be determined by the Committee.  The Committee may grant
Freestanding SARs, Tandem SARs or any combination of these forms of
SAR.

    


    The Committee shall have complete
discretion in determining the number of SARs granted to each Participant
(subject to Article 4 herein) and, consistent with the provisions of the
Plan, in determining the terms and conditions pertaining to such
SARs.

    


    The Base Value of a Freestanding SAR
shall equal the Fair Market Value of a Share on the date of grant of the
SAR.  The Base Value of Tandem SARs shall equal the Option Price of
the related Option.

    


    7.2           SAR Award
Agreement.  Each SAR grant shall be evidenced by an SAR Award
Agreement that shall specify the number of SARs granted, the Base Value, the
term of the SAR, the Exercise Period and such other provisions as the Committee
shall determine.

    


    7.3           Exercise and Payment of
SARs.  Tandem SARs may be exercised for all or part of the
Shares subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option.  A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.

    


    Notwithstanding any other provision of
the Plan to the contrary, with respect to a Tandem SAR granted in connection
with an ISO: (i) the Tandem SAR will expire no later than the expiration of the
underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may
be for no more than one hundred percent (100%) of the difference between the
Option Price of the underlying ISO and the Fair Market Value of the Shares
subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii)
the Tandem SAR may be exercised only when the Fair Market Value of the Shares
subject to the ISO exceeds the Option Price of the ISO.


    
      
         


      

      
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    Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon them.

    


    A Participant may exercise an SAR at
any time during the Exercise Period.  SARs shall be exercised by the
delivery of a written notice of exercise to the Company, setting forth the
number of SARs being exercised.  Upon exercise of an SAR, a
Participant shall be entitled to receive payment from the Company in an amount
equal to the product of:

    


    
      	
               
      

            	
              (a)

            	
              the
      excess of (i) the Fair Market Value of a Share on the date of exercise
      over (ii) the Base Value multiplied
by

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      number of Shares with respect to which the SAR is
    exercised.

            


    

    


    At the sole discretion of the
Committee, the payment to the Participant upon SAR exercise may be in cash, in
Shares of equivalent value, or in some combination thereof.

    


    7.4           Termination of
Employment.  Each SAR Award Agreement shall set forth the
extent to which the Participant shall have the right to exercise the SAR
following termination of the Participant's employment with the Company and its
Subsidiaries.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the SAR Award Agreement
entered into with Participants, need not be uniform among all SARs granted
pursuant to the Plan or among Participants and may reflect distinctions based on
the reasons for termination of employment.

    


    7.5           Transferability of
SARs.  Except as otherwise determined by the Committee and set
forth in the SAR Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution, and all SARs granted to
a Participant under the Plan shall be exercisable during his or her lifetime
only by such Participant or his or her legal representative.

    


    Article
8.  Restricted Stock

    


    8.1           Grant of Restricted
Stock.  Subject to the terms and conditions of the Plan,
Restricted Stock may be granted to

    Eligible
Employees at any time and from time to time, as shall be determined by the
Committee.

    


    The Committee shall have complete
discretion in determining the number of shares of Restricted Stock granted to
each Participant (subject to Article 4 herein) and, consistent with
the


    
      
         


      

      
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    provisions
of the Plan, in determining the terms and conditions pertaining to such
Restricted Stock.

    


    In addition, the Committee may, prior
to or at the time of grant, designate an Award of Restricted Stock as Qualified
Restricted Stock, in which event it will condition the grant or vesting, as
applicable, of such Qualified Restricted Stock upon the attainment of the
Performance Goals selected by the Committee.

    


    8.2           Restricted Stock Award
Agreement.  Each Restricted Stock grant shall be evidenced by a
Restricted Stock Award Agreement that shall specify the Period or Periods of
Restriction, the number of Restricted Stock Shares granted and such other
provisions as the Committee shall determine.

    


    8.3           Transferability.  Restricted
Stock granted hereunder may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction established by the Committee and specified in the Restricted Stock
Award Agreement.  All rights with respect to the Restricted Stock
granted to a Participant under the Plan shall be available during his or her
lifetime only to such Participant or his or her legal
representative.

    


    8.4           Certificate
Legend.  Each certificate representing Restricted Stock granted
pursuant to the Plan may bear a legend substantially as follows:

    


    
      	
               
      

            	
              "The
      sale or other transfer of the shares of stock represented by this
      certificate, whether voluntary, involuntary or by operation of law, is
      subject to certain restrictions on transfer as set forth in MDU Resources
      Group, Inc. Long-Term Performance-Based Incentive Plan and in a Restricted
      Stock Award Agreement.  A copy of such Plan and such Agreement
      may be obtained from MDU Resources Group,
Inc."

            


    

    


    The Company shall have the right to
retain the certificates representing Restricted Stock in the Company's
possession until such time as all restrictions applicable to such Shares have
been satisfied.

    


    8.5           Removal of
Restrictions.  Restricted Stock shall become freely
transferable by the Participant after the last day of the Period of Restriction
applicable thereto.  Once Restricted Stock is released from the
restrictions, the Participant shall be entitled to have the legend referred to
in Section 8.4 removed from his or her stock certificate.

    


    8.6           Voting
Rights.  During the Period of Restriction, Participants holding
Restricted Stock may exercise full voting rights with respect to those
Shares.


    
      
         


      

      
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    8.7           Dividends and Other
Distributions.  Subject to the Committee's right to determine
otherwise at the time of grant, during the Period of Restriction, Participants
holding Restricted Stock shall receive all regular cash dividends paid with
respect to all Shares while they are so held.  All other distributions
paid with respect to such Restricted Stock shall be credited to Participants
subject to the same restrictions on transferability and forfeitability as the
Restricted Stock with respect to which they were paid and shall be paid to the
Participant within forty-five (45) days following the full vesting of the
Restricted Stock with respect to which such distributions were
made.

    


    8.8           Termination of
Employment.  Each Restricted Stock Award Agreement shall set
forth the extent to which the Participant shall have the right to receive
unvested Restricted Stock following termination of the Participant's employment
with the Company and its Subsidiaries.  Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the
Restricted Stock Award Agreement entered into with Participants, need not be
uniform among all grants of Restricted Stock or among Participants and may
reflect distinctions based on the reasons for termination of
employment.

    


    Article
9.  Performance Units and Performance Shares

    


    9.1           Grant of Performance Units and
Performance Shares. Subject to the terms and conditions of the Plan,
Performance Units and/or Performance Shares may be granted to an Eligible
Employee at any time and from time to time, as shall be determined by the
Committee.

    


    The Committee shall have complete
discretion in determining the number of Performance Units and/or Performance
Shares granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such Awards.

    


    9.2           Performance Unit/Performance Share
Award Agreement. Each grant of Performance Units and/or Performance
Shares shall be evidenced by a Performance Unit and/or Performance Share Award
Agreement that shall specify the number of Performance Units and/or Performance
Shares granted, the initial value (if applicable), the Performance Period, the
Performance Goals and such other provisions as the Committee shall determine,
including but not limited to any rights to Dividend Equivalents.

    


    9.3           Value of Performance
Units/Performance Shares.  Each Performance Unit shall have an
initial value that is established by the Committee at the time of
grant.  The value of a Performance Share shall be equal to the Fair
Market Value of a Share.  The Committee shall set Performance Goals in
its discretion which,


    
      
         


      

      
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    depending
on the extent to which they are met, will determine the number and/or value of
Performance Units/Performance Shares that will be paid out to the
Participants.  The time period during which the Performance Goals must
be met shall be called a "Performance Period."

    


    9.4           Earning of Performance
Units/Performance Shares.  After the applicable Performance
Period has ended, the holder of Performance Units/Performance Shares shall be
entitled to receive a payout with respect to the Performance Units/Performance
Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the corresponding Performance Goals have
been achieved.

    


    9.5           Form and Timing of Payment of
Performance Units/Performance Shares.  Payment of earned
Performance Units/Performance Shares shall be made following the close of the
applicable Performance Period.  The Committee, in its sole discretion,
may pay earned Performance Units/Performance Shares in cash or in Shares (or in
a combination thereof), which have an aggregate Fair Market Value equal to the
value of the earned Performance Units/Performance Shares at the close of the
applicable Performance Period.  Such Shares may be granted subject to
any restrictions deemed appropriate by the Committee.

    


    9.6           Termination of
Employment.  Each Performance Unit/Performance Share Award
Agreement shall set forth the extent to which the Participant shall have the
right to receive a Performance Unit/Performance Share payment following
termination of the Participant's employment with the Company and its
Subsidiaries during a Performance Period.  Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the
Award Agreement entered into with Participants, need not be uniform among all
grants of Performance Units/Performance Shares or among Participants and may
reflect distinctions based on reasons for termination of
employment.

    


    9.7           Transferability.  Except
as otherwise determined by the Committee and set forth in the Performance
Unit/Performance Share Award Agreement, Performance Units/Performance Shares may
not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution, and
a Participant's rights with respect to Performance Units/Performance Shares
granted under the Plan shall be available during the Participant's lifetime only
to such Participant or the Participant's legal representative.


    
      
         


      

      
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    Article
10.  Other Awards

    


    The Committee shall have the right to
grant other Awards which may include, without limitation, the grant of Shares
based on attainment of Performance Goals established by the Committee, the
payment of Shares in lieu of cash, the payment of cash based on attainment of
Performance Goals established by the Committee, and the payment of Shares in
lieu of cash under other Company incentive or bonus programs.  Payment
under or settlement of any such Awards shall be made in such manner and at such
times as the Committee may determine.

    


    Article
11.  Beneficiary Designation

    


    Each Participant under the Plan may,
from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his or her death before he or she receives any or all of such
benefit.  Each such designation shall revoke all prior designations by
the same Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Company during
the Participant's lifetime.  In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be paid to the
Participant's estate.

    


    The spouse of a married Participant
domiciled in a community property jurisdiction shall join in any designation of
beneficiary or beneficiaries other than the spouse.

    


    Article
12.  Deferrals

    


    The Committee may permit a Participant
to defer the Participant's receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such Participant under the
Plan.  If any such deferral election is permitted, the Committee
shall, in its sole discretion, establish rules and procedures for such payment
deferrals.

    


    Article
13.  Rights of Employees

    


    13.1           Employment.  Nothing
in the Plan shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment at any time, for any reason or no reason
in the Company's sole discretion, nor confer upon any Participant any right to
continue in the employ of the Company.

    


    13.2           Participation.  No
Employee shall have the right to be selected to receive an Award under the Plan,
or, having been so selected, to be selected to receive a future
Award.

    



    
      
         


      

      
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    Article
14.  Change in Control

    


    The terms of this Article 14 shall
immediately become operative, without further action or consent by any person or
entity, upon a Change in Control, and once operative shall supersede and take
control over any other provisions of this Plan.

    


    Upon a Change in Control

    


    
      	
               
      

            	
              (a)

            	
              Any
      and all Options and SARs granted hereunder shall become immediately
      exercisable;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      restriction periods and restrictions imposed on Restricted Stock,
      Qualified Restricted Stock or Awards granted pursuant to Article 10 (if
      not performance-based) shall be deemed to have expired and such Restricted
      Stock, Qualified Restricted Stock or Awards shall become immediately
      vested in full; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      target payout opportunity attainable under all outstanding Awards of
      Performance Units, Performance Shares and Awards granted pursuant to
      Article 10 (if performance-based) shall be deemed to have been fully
      earned for the entire Performance Period(s) as of the effective date of
      the Change in Control, and shall be paid out promptly in Shares or cash
      pursuant to the terms of the Award Agreement, or in the absence of such
      designation, as the Committee shall
determine.

            


    

    


    Article
15.  Amendment, Modification and Termination

    


    15.1           Amendment, Modification and
Termination.  The Board may, at any time and from time to time,
alter, amend, suspend or terminate the Plan, in whole or in part, provided that
no amendment shall be made which shall increase the total number of Shares that
may be issued under the Plan, materially modify the requirements for
participation in the Plan, or materially increase the benefits accruing to
Participants under the Plan, in each case unless such amendment is approved by
the stockholders.  The Board of Directors of the Company is also
authorized to amend the Plan and the Options granted hereunder to maintain
qualification as "incentive stock options" within the meaning of Section 422 of
the Code, if applicable.

    


    15.2           Awards Previously
Granted.  No termination, amendment or modification of the Plan
shall adversely affect in any material way any Award previously granted under
the Plan, without the written consent of the Participant holding such Award,
unless such termination, modification or amendment is required by applicable law
and except as otherwise provided herein.

    



    
      
         


      

      
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    Article
16.  Withholding

    


    16.1           Tax
Withholding.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to an
Award made under the Plan.

    


    16.2           Share
Withholding.  With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising out of or as a result of Awards granted
hereunder, Participants may elect to satisfy the withholding requirement, in
whole or in part, by tendering previously-owned Shares or by having the Company
withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the statutory total tax which could be imposed on the
transaction.  All elections shall be irrevocable, made in writing and
signed by the Participant.

    


    Article
17.  Minimum Vesting

    


    Notwithstanding any other provision of
the Plan to the contrary, (a) the minimum vesting period for Full Value Awards
with no performance-based vesting characteristics must be at least three years
(vesting may occur ratably each month, quarter or anniversary of the grant date
over such vesting period); (b) the minimum vesting period for Full Value Awards
with performance-based vesting characteristics must be at least one year; and
(c) the Committee shall not have discretion to accelerate vesting of Full Value
Awards except in the event of a Change in Control or similar transaction, or the
death, disability, or termination of employment of a Participant; provided,
however, that the Committee may grant a "de minimis" number of Full Value Awards
that do not comply with the foregoing minimum vesting standards.  For
this purpose "de minimis" means 331,279 Shares available for issuance as Full
Value Awards under the Plan, subject to adjustment under Section 4.2
herein.

    


    Article
18.  Successors

    


    All obligations of the Company under
the Plan, with respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Company.

    



    
      
         


      

      
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    Article
19.  Legal Construction

    


    19.1           Gender and
Number.  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural.

    


    19.2           Severability.  In
the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

    


    19.3           Requirements of
Law.  The granting of Awards and the issuance of Shares under
the Plan shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.

    


    19.4           Governing Law.  To
the extent not preempted by Federal law, the Plan, and all agreements hereunder,
shall be construed in accordance with, and governed by, the laws of the State of
Delaware.

    


    Article
20.  Accounting Restatements

    


    This Article 20 shall apply to Awards
granted to all Participants in the Plan.  Notwithstanding anything in
the Plan or in any Award Agreement to the contrary, if the Company's audited
financial statements are restated, the Committee may, in accordance with the
Company's Guidelines for
Repayment of Incentives Due to Accounting Restatements, take such actions
as it deems appropriate (in its sole discretion) with respect to

    


    (a)           Awards
then outstanding (including Awards that have vested or otherwise been earned but
with respect to which payment of cash or distribution of Shares, as the case may
be, has not been made or deferred and also including unvested or unpaid Dividend
Equivalents attributable to such outstanding Awards) ("Outstanding Awards")
and

    


    (b)           vested,
earned and/or exercised Awards and any cash or Shares received with respect to
Awards (including, without limitation, dividends and Dividend Equivalents), in
each case to the extent payment of cash or distribution of Shares, as the case
may be, was received or deferred within the 3 year period preceding the
restatement ("Prior Awards"), provided such Prior Awards were not vested,
earned, exercised or paid prior to the date the Plan was amended to add this
Article 20,

    


    if the
terms of any such Outstanding Awards or Prior Awards or the benefits received by
a Participant with respect to any such


    
      
         


      

      
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    Outstanding
Awards or Prior Awards (including, without limitation, dividends or Dividend
Equivalents credited or distributed to a Participant and/or consideration
received upon the sale of Shares that were acquired pursuant to the vesting,
settlement or exercise of a Prior Award) are, or would have been, directly
impacted by the restatement, including, without limitation, (i) securing (or
causing to be secured) repayment of all or a portion of any amounts paid,
distributed or deferred (including, without limitation, dividends or Dividend
Equivalents and/or consideration received upon the sale of Shares that were
acquired pursuant to the vesting, settlement or exercise of a Prior Award), (ii)
granting additional Awards or making (or causing to be made) additional payments
or distributions (or crediting additional deferrals) with respect to Prior
Awards, (iii) rescinding vesting (including accelerated vesting) of Outstanding
Awards and/or (iv) causing the forfeiture of Outstanding Awards.  The
Committee may, in its sole discretion, take different actions pursuant to this
Article 20 with respect to different Awards, different Participants (or
beneficiaries) and/or different classes of Awards or Participants (or
beneficiaries).  The Committee has no obligation to take any action
permitted by this Article 20.  The Committee may consider any factors
it chooses in taking (or determining whether to take) any action permitted by
this Article 20, including, without limitation, the following:

    


    (A)           The
reason for the restatement of the financial statements;

    


    (B)           The
amount of time between the initial publication and subsequent restatement of the
financial statements; and

    


    (C)           The
Participant's current employment status, and the viability of successfully
obtaining repayment.

    


    If the Committee requires repayment of
all or part of a Prior Award, the amount of repayment shall be determined by the
Committee based on the circumstances giving rise to the
restatement.  The Committee shall determine whether repayment shall be
effected (i) by seeking repayment from the Participant, (ii) by reducing
(subject to applicable law and the terms and conditions of the applicable plan,
program or arrangement) the amount that would otherwise be provided to the
Participant under any compensatory plan, program or arrangement maintained by
the Company or any of its affiliates, (iii) by withholding payment of future
increases in compensation (including the payment of any discretionary bonus
amount) or grants of compensatory awards that would otherwise have been made in
accordance with the Company's otherwise applicable compensation practices, or
(iv) by any combination of the foregoing.  Additionally, by accepting
an Award under the Plan, Participants acknowledge and agree that the Committee
may take any actions permitted by this Article 20 with


    
      
         


      

      
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    respect
to Outstanding Awards to the extent repayment is to be made pursuant to another
plan, program or arrangement maintained by the Company or any of its
affiliates.

    


    Article 21.  Code Section
409A Compliance

    


    To the extent applicable, it is
intended that this Plan and any Awards granted hereunder comply with the
requirements of Section 409A of the Code and any related regulations or other
guidance promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service ("Section 409A").  Any
provision that would cause the Plan or any Award granted hereunder to fail to
satisfy Section 409A shall have no force or effect until amended to comply with
Section 409A, which amendment may be retroactive to the extent permitted by
Section 409A.


    
      
         


      

      
        21