Supplemental Income Security Plan


    
 

    


    


    


     

     

    
 

    


    MDU
      RESOURCES GROUP, INC.

    


    SUPPLEMENTAL
      INCOME SECURITY PLAN

    


    (As
      Amended and Restated Effective as of January 1, 2005)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    


    


    INTRODUCTION

    


    ARTICLE
      I
      - DEFINITIONS

    


    ARTICLE
      II -- ELIGIBILITY

    


    ARTICLE
      III -- SUPPLEMENTAL DEATH AND RETIREMENT BENEFITS

    


    ARTICLE
      IV -- REPLACEMENT RETIREMENT BENEFITS

    


    ARTICLE
      V
      -- DISABILITY BENEFITS

    


    ARTICLE
      VI -- MISCELLANEOUS

    


    ARTICLE
      VII -- ADDITIONAL AFFILIATED COMPANIES

    


    APPENDIX
      A - SCHEDULE OF RETIREMENT AND SURVIVORS BENEFITS

    


    APPENDIX
      B - CURRENT PARTICIPANTS ELIGIBLE FOR ARTICLE IV BENEFITS

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    INTRODUCTION

    


    The
      objective of the MDU Resources Group, Inc. Supplemental Income Security Plan
      (the "Plan") is to provide certain levels of survivor benefits and retirement
      income for a select group of management or highly compensated employees and
      their families. Eligibility for participation in this Plan shall be limited
      to
      management or highly compensated employees who are selected by the Chief
      Executive Officer of MDU Resources Group, Inc. (the "Company"). This Plan became
      effective January 1, 1982, has been amended from time to time thereafter, and
      most recently has been amended and restated effective as of January 1, 2005,
      to
      ensure compliance with the American Jobs Creation Act of 2004 (hereinafter
“Jobs
      Act”).

    The
      Plan
      is intended to constitute an unfunded "excess benefit plan" as defined in
      Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA"), to the extent it provides benefits that would be paid under one
      or
      more of the tax-qualified retirement plans of the Company or certain of its
      subsidiaries but for certain limitations set forth under the Internal Revenue
      Code of 1986, as amended (the "Code"), and constitutes an unfunded plan of
      deferred compensation maintained by the Company primarily for the purpose of
      provided non-elective deferred compensation for a select group of management
      or
      highly compensated employees.

     

    ARTICLE
      I -- DEFINITIONS

     

    Unless
      a
      different meaning is plainly implied by the context, the following terms as
      used
      in this Plan shall have the following meanings:

    1.1  "Administrator"
      means
      the Chief Executive Officer of the Company or any other person to whom the
      Chief
      Executive Officer of the Company has delegated the authority to administer
      the
      Plan. The Vice President - Human Resources of the Company is initially delegated
      the authority to perform the administrative responsibilities required under
      the
      Plan.

    1.2  "Affiliated
      Company"
      means
      any current or future corporation which (a) is in a controlled group of
      corporations (within the meaning of Section 414(b) of the Code) of which the
      Company is a member and (b) has been approved by the Chief Executive Officer
      of
      the Company to adopt the Plan for the benefit of its Employees.

    1.3  "Beneficiary"
      means
      an individual or individuals, any entity or entities (including corporations,
      partnerships, estates or trusts) that shall be entitled to receive benefits
      payable pursuant to the provisions of this Plan by virtue of a Participant's
      death; provided, however, that if more than one such person is designated as
      a
      Beneficiary hereunder, each such person's proportionate share of the death
      benefit hereunder must clearly be set forth in a written statement of the
      Participant received by and filed with the Administrator prior to the
      Participant's death. If such proportionate share for each Beneficiary is not
      set
      forth in the designation, each Beneficiary shall receive an equal share of
      the
      death benefits provided hereunder.

    1.4  "Company"
      means
      MDU Resources Group, Inc., and its successors, if any.

    1.5  "Effective
      Date"
      of the
      Plan means January 1, 1982. The Effective Date of this amendment and restatement
      of the Plan is January 1, 2005.

    1.6  "Eligible
      Retirement Date"
      means
      the First Eligible Retirement Date and the last day of each subsequent calendar
      month.

    1.7  "Employee"
      means
      each person actively employed by an Employer, as determined by such Employer
      in
      accordance with its practices and procedures.

    1.8  "Employer"
      means
      the Company and any Affiliated Company which shall adopt this Plan with respect
      to its Employees with the prior approval of the Company as set forth in Article
      7 of the Plan.

    1.9  "First
      Eligible Retirement Date"
      for a
      Participant means the last day of the month during which such Participant is
      both no longer actively employed by the Employer and has attained at least
      age
      65. For a Key Employee whose employment ceases (for reasons other than death)
      within six months of becoming age 65 or any time thereafter, the First Eligible
      Retirement Date that applies to the Monthly Post Jobs Act Benefit will be six
      months after the last day of the month during which such Key Employee is both
      no
      longer actively employed by the Employer and has attained at least age
      65.

    1.10  “Key
      Employee” is a Participant who is an officer of the Employer, as listed by
      the Company’s Legal department on the “Corporate Data Sheet Report”, as of
      December 31 of the year immediately preceding the Participant’s separation with
      the Employer for any reason other than death. 

    1.11  "Limitation
      on Benefits"
      shall
      mean the statutory limitation on the maximum benefit that may be payable to
      participants under a Pension Plan due to the application of certain provisions
      contained in the Code.

    1.12  “Monthly
      Post Jobs Act Benefit” is the Participant’s total monthly benefit specified
      in 3.1, minus the Monthly Pre Jobs Act Benefit.

    1.13  “Monthly
      Pre Jobs Act Benefit” is the Participant’s total monthly vested benefit
      specified in 3.3(a), 3.3(b) or 3.3(c), if any, as of December 31,
      2004.

    1.14  "Participant"
      means a
      present or former management or highly compensated Employee selected by the
      Chief Executive Officer of the Company to receive benefits under this Plan.
      An
      Employee will become a Participant at the time such Employee commences
      participation hereunder pursuant to the provisions of Section 2.1
      hereof.

    1.15  "Pension
      Plan"
      means
      the MDU Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees,
      the Williston Basin Interstate Pipeline Company Pension Plan, or the Knife
      River
      Corporation Salaried Employees' Pension Plan, as in effect on the Effective
      Date
      and as amended from time to time.

    1.16  "Plan"
      means
      the MDU Resources Group, Inc. Supplemental Income Security Plan, as embodied
      herein, and any amendments thereto.

    1.17  "Plan
      Year"
      means
      the calendar year. The first Plan Year for this Plan shall be the 1982 calendar
      year.

    1.18  "Salary"
      means
      annual base earnings payable by an Employer to a Participant excluding (a)
      bonuses, (b) incentive compensation, and (c) any other form of supplemental
      income.

    1.19  "Standard
      Actuarial Factors"
      means,
      with respect to a Participant, the actuarial factors and assumptions commonly
      used for the calculation of actuarial equivalents for retirement plans as
      determined by the Administrator.

    1.20  "Standard
      Life Insurance"
      means
      life insurance that could be purchased from a commercial life insurance company
      at standard rates without a surcharge assessed, based on an individual's general
      good health.

    1.21  "Standard
      Underwriting Factors"
      means
      life insurance rating factors utilized by a commercial life insurance company
      selected by the Chief Executive Officer of the Company which are based on the
      risk assessment classifications utilized by such insurer to determine if an
      applicant qualifies for insurance at standard rates or if health or other
      factors might require a surcharge.

    1.22  "Year
      of Participation"
      means
      each 12 consecutive months of participation in the Plan by a Participant while
      actively employed by one or more of the Employers (including while such
      Participant is qualified as totally disabled as defined in Article V), as
      determined at the sole discretion of the Administrator.

     

    ARTICLE
      II -- ELIGIBILITY

     

    2.1  Eligibility
      for Participation.
      The
      Chief Executive Officer of the Company in his or her complete discretion shall
      determine which management or highly compensated Employees may be eligible
      to
      participate in the Plan. Effective after January 1, 2005, general criteria
      for
      initial consideration of an Employee include, but are not limited to, the
      following: (a) either an officer or a management employee of an Employer earning
      an annual base salary of $150,000 or more, indexed in a manner described below;
      (b) an executive who makes a significant contribution to the Company's success
      and profitability; and (c) an executive in a business unit where benefits of
      this nature are a common practice, or there is a specific need to recruit and
      retain key executives. Each Employee who is selected as eligible to participate
      hereunder and who meets the requirements for participation set forth under
      Section 2.2 hereof shall commence participation of the first day of the month
      coincident with or next following the date of such Employee's selection. The
      annual base salary threshold of $150,000 will be indexed each year after 2005
      by
      the Administrator according to the average salary growth assumptions used in
      the
      Pension Plans, or other appropriate executive salary growth reference. In
      addition to the annual indexing, the Administrator will, from time to time,
      compare the annual base salary threshold to competitive practice and recommend
      adjustments accordingly to the Chief Executive Officer.

    2.2  Requirements
      for Participation.
      In
      order to be eligible to participate in the Plan, an Employee selected by the
      Chief Executive Officer of the Company must (a) be actively at work for one
      or
      more of the Employers; (b) have a current state of health and physical condition
      that would satisfy customary requirements for insurability under Standard Life
      Insurance; provided, however, that no provision of this Plan shall be construed
      or interpreted to limit participation in the Plan in contravention of the
      Americans With Disabilities Act and related federal and state laws; and (c)
      consent to supply information or to otherwise cooperate as necessary to allow
      the Company to obtain life insurance on behalf of such Employee (as set forth
      under Section 6.3 of the Plan).

    2.3  Eligibility
      for Benefits.
      Subject
      to the provisions of Article III, Plan benefits may commence as of the earlier
      to occur of (a) the first day of the month following the date of the
      Participant's death or (b) if the Participant who elects to receive retirement
      benefits under Article III hereof, the Participant's First Eligible Retirement
      Date, for purposes of the benefits payable under Article III of the
      Plan.

    2.4  Relationship
      to Other Plans.
      Participation in the Plan shall not preclude or limit the participation of
      the
      Participant in any other benefit plan sponsored by one or more of the Employers
      for which such Participant otherwise would be eligible. However, any benefits
      payable under this Plan shall not be deemed salary or compensation to the
      Participant for purposes of determining benefits under any other employee
      benefit plan maintained by one or more of the Employers.

    2.5  Forfeiture
      of Benefits.
      Notwithstanding any provision of this Plan to the contrary, if any Participant
      is discharged from employment by one or more of the Employers for cause due
      to
      willful misconduct, dishonesty, or conviction of a crime or felony, all as
      determined at the sole discretion of the Chief Executive Officer of the Company,
      the rights of such Participant (or any Beneficiary of such Participant) to
      any
      present or future benefit under this Plan shall be forfeited to the extent
      not
      prohibited by applicable law.

    

      ARTICLE
        III -- SUPPLEMENTAL DEATH AND RETIREMENT BENEFITS

       

      3.1  Amount
        of Benefit.
        

      (a)   Subject
        to the provisions of Section 3.3 of the Plan, the monthly supplemental death
        and/or retirement benefits payable on behalf of (or to) a Participant as
        of such
        Participant's date of death (or First Eligible Retirement Date) will be an
        amount determined at the sole discretion of the Chief Executive Officer of
        the
        Company at the time of the Participant's commencement of participation in
        the
        Plan, as may be adjusted from time to time thereafter by the Chief Executive
        Officer of the Company. Subject to the discretion of the Chief Executive
        Officer
        of the Company, a Participant shall generally (but not definitively) be entitled
        to have a monthly supplemental death benefit paid on such Participant's behalf
        (or be entitled to receive a monthly supplemental retirement benefit) equal
        to
        the monthly death benefit or monthly retirement benefit (as applicable)
        corresponding to the Participant's Salary in effect at the date such initial
        or
        revised benefit determination is to be effective, all as set forth in the
        applicable Appendix A hereto. Changes in Salary do not automatically result
        in
        changes to a Participant's level of benefits. Without limiting the scope
        of the
        immediately preceding sentence, it is intended that adjustments to a
        Participant’s benefit level after commencement of participation in the Plan will
        be made only to the extent the Participant’s current compensation exceeds the
        then current annual base salary threshold determined pursuant to Section
        2.1 as
        a general criterion for eligibility. 

      (b)  Participants
        who died, terminated employment with, or retired from, the Employers prior
        to
        January 1, 2002, will receive benefits hereunder in accordance with the terms
        of
        the Plan as in effect at the time of the Participant's death, termination
        of
        employment or retirement from the Employers.

    

    (c)  The
      benefit amounts determined by the Chief Executive Officer of the Company
      pursuant to Section 3.1(a) above are based on the assumption that each
      Participant's health and physical condition at the time of such Participant's
      commencement of participation in the Plan meets customary requirements for
      Standard Life Insurance. Benefits under the Plan may be reduced by the Chief
      Executive Officer of the Company within a reasonable period following the
      establishment of such benefit level in accordance with Standard Underwriting
      Factors, but only with respect to that portion of the monthly death or
      retirement benefit for which the criteria for health and physical condition
      are
      not met. Participants will be notified of any such reduction within a reasonable
      period following participation in the Plan. Once benefits have been reduced
      under this Section 3.1, such benefits shall not be further reduced for the
      remainder of the Participant's participation in the Plan.

    (d)  Participants
      who die while actively employed will be considered to be 100% vested for the
      death benefit, and not subject to the vesting schedule. However, once the
      participant is no longer actively employed (e.g. resignation, termination,
      disability, etc.) Section 3.2 applies.

    3.2  Vesting.
      If a
      Participant retires or terminates employment with an Employer before the
      Participant completes at least 10 years of Participation, the monthly death
      and/or retirement benefits to which such Participant otherwise would be entitled
      under the terms of Section 3.1 hereof shall vest as follows:

    

      
        	
                Vesting
                  Schedule

              
	 	 
	
                Years
                  of Participation

              	
                Percent
                  of Section

              
	
                Completed
                  by the Participant

              	
                3.1
                  Benefits Payable

              
	 	 
	
                1

              	
                0%

              
	
                2

              	
                0%

              
	
                3

              	
                20%

              
	
                4

              	
                40%

              
	
                5

              	
                50%

              
	
                6

              	
                60%

              
	
                7

              	
                70%

              
	
                8

              	
                80%

              
	
                9

              	
                90%

              
	
                10

              	
                100%

              


      

    

     

    3.3  Participant’s
      Election of Monthly Pre Jobs Act Benefit.
      Upon
      attainment of age 65 or, as of such Participant's First Eligible Retirement
      Date
      (if later), a Participant will be entitled to determine the form of benefit
      payable under subsection (a) hereof, and the date of commencement of such
      benefits, subject to the approval of the Chief Executive Officer of the Company,
      in accordance with the terms of the Plan. The Participant may
      elect:

    (a)
      to
      defer any payments and retain a future monthly
      death benefit
      in
      amounts determined pursuant to Section 3.1 hereof, multiplied by the appropriate
      percentage amount set forth in section 3.2, or 

    (b)
      in
      lieu of any death benefits under this Plan, a
      monthly retirement benefit
      determined in accordance with Section 3.1, multiplied by the appropriate
      percentage amount set forth in Section 3.2, with no death benefit,
      or

    (c)
      a
      percentage of each benefit
      described in subsections (a and b) above. The percentage of each benefit must
      be
      in even increments of ten percent (10%).

    (i)
      If a
      Participant has elected to receive less than one hundred percent (100%) of
      such
      Participant's monthly retirement benefit (e.g. 50%), the Participant may
      subsequently elect to begin receiving an additional percentage retirement
      benefit (e.g. another 20%.) There may be no more than two (2) such additions
      during the Participant's lifetime, and no more than one (1) such addition during
      any calendar year. 

    (ii)
      Any
      such addition in retirement benefit payments will result in an equal percentage
      reduction in death benefits, to the percentage change in retirement benefit.
      

    (iii)
      Once retirement benefit payments have started, Participants shall not be
      entitled to subsequently decrease retirement benefit payments.

    (d)
      Elections under this Section 3.3 must be communicated in writing to the
      Administrator and will be effective as of the first day of the first month
      following the Administrator's receipt and the approval of such request by the
      Chief Executive Officer of the Company.

    3.4  Participant’s
      Election of Monthly Post Jobs Act Benefit. Upon
      attainment of age 65, or as of such Participant’s First Eligible Retirement Date
      (if later), the Participant’s Monthly Post Jobs Act Benefit will automatically
      be designated as a retirement benefit. A Participant may, however, make a
      one-time written election to avoid the automatic designation of the Monthly
      Post
      Jobs Act Benefit as a retirement benefit, and instead designate such benefit
      as
      a survivors benefit (or a combination of retirement and survivors benefit).
      The
      written election must be made by the Participant on or before the Participant
      reaches age 64, and once the written election is made it may not be changed.
      Should a Participant elect a retirement benefit and subsequently die before
      they
      turn 65 years old, the Monthly Post Jobs Act Benefit will revert to a survivor’s
      benefit. Should a Participant who is a Key Employee elect a retirement benefit
      and subsequently die before their First Eligible Retirement Date, the Monthly
      Post Jobs Act Benefit will revert to a survivor’s benefit.

    3.5  Payment
      of Monthly Benefits.
      

    (a) Death
      Benefits.
      Any
      death benefits payable with respect to a Participant pursuant to Sections
      3.3(a)(b) or (c) shall commence on the first day of the calendar month following
      the date of the Participant's death and shall be payable in monthly installments
      for a period of 180 months.

    (b)  Retirement
      Benefit for the Monthly Pre Jobs Act Benefit.
      The
      Monthly Pre Jobs Act Benefit elected as retirement benefits payable under this
      Plan shall commence on the Eligible Retirement Date selected by the Participant
      (upon 30 day's written notice to the Administrator) and will be payable to
      such
      Participant in monthly installments for a period of 180 months. In the event
      the
      Participant dies prior to the completion of such 180-month period, the balance
      of such retirement benefits shall be paid to the Participant's Beneficiary
      at
      such times and in such amounts as if the Participant had not died, such payment
      being made in addition to any death benefits payable under Sections 3.3(a)
      hereof. To the extent a Participant elects to commence receiving increased
      retirement benefits pursuant to Section 3.3(c) (i), the amount of increase
      of
      retirement benefits shall be in the form of a monthly benefit payable for a
      separate 180-month period.

    (c)  Retirement
      Benefit for the Monthly Post Jobs Act Benefit.
      Unless
      the Participant elects in writing to receive the Monthly Post Jobs Act Benefit
      in the form of a monthly death benefit (as specified in 3.4), the Monthly Post
      Jobs Act Benefit will take the form of a retirement payment and will be payable
      as follows:

    
      	(i)  	
              to
                a Key Employee, payments will begin the later of (I) the First Eligible
                Retirement Date, or (II) six months after the last day of the month
                during
                which such Key Employee is both no longer actively employed by the
                Employer and has attained at least age 65. If such payments begin
                on (c)
                (i) (II), the first monthly payment to the Key Employee will include
                a
                total of seven months’ payments. Also, such first monthly payment will
                include an interest credit on the first six months’ payments equivalent to
                one-half of the annual prime interest rate contained in the Wall
                Street Journal
                on
                the last business day immediately prior to payment. Payments to the
                Key
                Employee will last 173 months. Should the Key Employee die prior
                to the
                completion of the 173 month period, the balance of such retirement
                benefits shall be paid to the Participant's Beneficiary at such times
                and
                in such amounts as if the Participant had not died, such payment
                being
                made in addition to any death benefits payable under Sections 3.3(a)
                hereof.

            


    

    


    
      	(ii)  	
              to
                a Participant who is not a Key Employee, payments will begin on the
                First
                Eligible Retirement Date and be payable to such Participant in monthly
                installments for a period of 180 months. In the event the Participant
                dies
                prior to the completion of such 180-month period, the balance of
                such
                retirement benefits shall be paid to the Participant's Beneficiary
                at such
                times and in such amounts as if the Participant had not died, such
                payment
                being made in addition to any death benefits payable under Sections
                3.3(a).

            


    

    (d)  Actuarial
      Equivalent Alternative Forms for the Monthly Pre Jobs Act
      Benefit.
      The
      normal form of retirement benefit for the Monthly Pre Jobs Act Benefit to which
      a Participant shall be entitled shall be determined under paragraph 3.4(b).
      Alternatively, a participant may elect to receive their Monthly Pre Jobs Act
      Benefit in the form of a retirement benefit in one of the following actuarially
      equivalent forms (as determined by the Administrator), provided however that
      each alternative form shall also be payable for a certain period of 180 months:
      (i) the lifetime of the Participant; (ii) the lifetime of the Participant with
      the same amount payable to the Participant continued thereafter for the lifetime
      of the Participant’s spouse; or (iii) the lifetime of the Participant with 67%
      of the amount payable to the Participant continued thereafter for the lifetime
      of the Participant’s spouse. However, in no event will the Company incur more
      costs in providing the actuarial equivalent alternative form to the Participant
      than it would otherwise incur in providing the normal form of retirement
      benefit. Applying the discount rate used by the Company to calculate the FAS
      87
      expense, the present value of the Participant’s retirement benefit will be
      calculated by the Administrator. The Administrator will then purchase an annuity
      at a cost no greater than the present value of the retirement
      benefit. 

    (e)  Actuarial
      Equivalent Alternative Forms for the Monthly Post Jobs Act
      Benefit.
      There
      is no Actuarial Equivalent Alternative Forms relating to the Monthly Post Jobs
      Act Benefit.

    (f)  Single
      Sum Payment.
      Notwithstanding the provisions of subsections (a), (b) and (c) of this Section
      3.5, the Chief Executive Officer of the Company reserves the right to pay the
      Monthly Pre Jobs Act Benefit in the form of an actuarially equivalent single
      sum
      (as determined by the Administrator) when retirement or death benefits are
      payable due to termination of employment, excluding disability, or death prior
      to the Participant's attainment of age 55, or upon the death of the Participant
      and the primary beneficiary(ies). The Single Sum Payment will not apply to
      the
      Monthly Post Jobs Act Benefits. 

    3.6  Exclusions
      and Limitations.
      

    (a) No
      death
      benefits will be payable with respect to a Participant in the event of such
      Participant's death by suicide within two (2) years after commencement of
      participation in the Plan, and no benefit increase will apply in the event
      of
      any such Participant's death by suicide within two (2) years after such
      Participant becomes eligible for an increase in death benefits.

    (b)  In
      the
      event that a Participant misrepresents any health or physical condition at
      the
      time of commencement of participation in the Plan or at the time of a retirement
      or death benefit increase, no retirement or death benefit or retirement or
      death
      benefit increase will be payable under the Plan within two (2) years of such
      misrepresentation.

    3.7  Death
      of a Beneficiary.
      (a)
      In
      the event any Beneficiary predeceases the Participant, is not in existence,
      is
      not ascertainable, or is not locatable (see Section 6.11) as of the date
      benefits under the Plan become payable to such Beneficiary, Plan benefits shall
      be paid to such contingent Beneficiary or Beneficiaries as shall have been
      named
      by the Participant on the Participant's most recent Beneficiary election form
      that has been received and filed with the Administrator prior to the
      Participant's death. If no contingent Beneficiary has been named, the contingent
      Beneficiary shall be the Participant's estate.

    (b)  In
      the
      event any Beneficiary dies after commencing to receive monthly benefits under
      the Plan but prior to the payment of all monthly benefits to which such
      Beneficiary is entitled, remaining benefits shall be paid to a beneficiary
      designated by the deceased Beneficiary (the "Secondary Beneficiary"), provided
      such designation has been received and filed with the Administrator prior to
      the
      death of the Beneficiary. If no such person has been designated by the deceased
      Beneficiary, the Secondary Beneficiary shall be the estate of the Beneficiary.
      In the event the Secondary Beneficiary shall die prior to the payment of all
      benefits to which such Secondary Beneficiary is entitled, the remainder of
      such
      payments shall be made to such Secondary Beneficiary's estate. If the
      Administrator is in doubt as to the right of any person to receive benefits
      under the Plan, the Administrator may retain such amount, without liability
      for
      any interest thereon, until the rights thereto are determined, or the
      Administrator may pay a single sum amount in accordance with Section 3.5 (f)
      into any court of competent jurisdiction and such payment shall be a complete
      discharge of the liability of the Plan and the Employer.

    3.8  Discretion
      As To Benefit Amount.
      Notwithstanding the foregoing, the Chief Executive Officer of the Company may,
      with full and complete discretion, disregard Standard Underwriting Factors
      and
      customary requirements for Standard Life Insurance in establishing and/or
      increasing the amount of any Participant's retirement or death benefit under
      the
      Plan.

    3.9  Suspension
      of Benefits Upon Reemployment.
      Employment with any Employer subsequent to the commencement of retirement
      benefits under this Article III may, at the sole discretion of the Chief
      Executive Officer of the Company, result in the suspension of such benefits
      for
      the period of such employment or reemployment.

     

    ARTICLE
      IV -- REPLACEMENT RETIREMENT BENEFITS

     

    4.1  Participation.
      Benefits under this Article IV shall be payable only to those Participants
      whose
      benefits, under a Pension Plan under which they otherwise participate, are
      reduced or limited by reason of the Limitation on Benefits. Except for those
      Participants listed on Appendix B, benefits under Article IV are limited to
      Participants who retire or terminate from the Employer no earlier than the
      age
      at which there is no Pension Plan benefit reduction due to early retirement.
      Participants listed on Appendix B shall be eligible to receive benefits under
      Article IV if they begin receiving benefits under a Pension Plan at any time
      prior to age 65. Benefits under this Article IV (a) shall be payable only for
      such period that the benefits under the Pension Plan are actually reduced or
      limited and (b) shall terminate as of the last day of the month immediately
      preceding the month during which occurs the Participant's sixty-fifth
      (65th)
      birthday. Should the Participant die before their sixty-fifth (65th)
      birthday, and they had elected a joint and survivor form of payment (specified
      in 4.2 (c)), their surviving spouse will receive Article IV benefit payments
      until the date the Participant would have turned 65 years old. Furthermore,
      benefits under this Article IV also shall be payable only to those Participants
      who are active Employees on or after January 1, 1997.

    4.2  Amount
      and Method of Payment.
      (a)Amount
      of Benefit.
      The
      amount, if any, of the monthly benefit payable to or on account of a Participant
      pursuant to this Article IV shall equal the difference of (i) minus (ii)
      where:

    
      	(i)  	
              equals
                the amount of monthly retirement benefits which would be provided
                to the
                Participant under the Pension Plan without regard to the Limitation
                of
                Benefits; and

            


    

    
      	(ii)  	
              equals
                the amount of monthly retirement benefits payable to such Participant
                under the Pension Plan due to the application of the Limitation on
                Benefits;

            


    

    provided,
      however, that no benefits shall be payable to a Participant under this Article
      IV unless the amount of such monthly benefit is at least fifty dollars ($50).
      The benefit amount provided under this Section 4.2(a) shall be determined with
      reference to the form of benefit determined under section 4.2(c) hereof and
      shall be calculated in accordance with the Standard Actuarial Factors utilized
      under the Pension Plan.

    (b)  Vesting.
      A
      Participant shall be vested in benefits under this Article IV to the same extent
      as such Participant is vested in benefits under the applicable Pension
      Plan.

    (c)  Payment
      of Benefit.
      The
      benefits provided under this Article IV shall be paid to each such Participant,
      surviving spouse (as defined under the applicable Pension Plan) or joint
      annuitant (as defined under the applicable Pension Plan). Benefits due the
      Participant under Article IV will commence automatically upon separation of
      employment from the Employer regardless of the Participant’s timing of payment
      under the applicable Pension Plan, unless the Participant is a Key Employee,
      in
      which case Article IV payments will commence seven months after separation
      of
      employment from the Employer. If the Participant is a Key Employee, the payments
      otherwise due them in months one through six will be paid cumulatively on the
      seventh month after separation of employment. Also, the payment on the seventh
      month will include an interest credit on the first six months’ payments
      equivalent to one-half of the annual prime interest rate contained in the
Wall
      Street Journal
      on the
      last business day immediately prior to payment. A Participant is limited to
      receiving Article IV as either a single life annuity (i.e., the lifetime of
      the
      Participant) or a qualified joint and survivor annuity (i.e., the lifetime
      of
      the Participant with the same amount payable to the Participant continued
      thereafter for the lifetime of the Participant’s spouse). Notwithstanding the
      ability for the Participant to receive a lump-sum payment for their pension
      benefit under the applicable Pension Plan, there is no lump-sum payment
      available to Article IV benefits. Payments shall be made in accordance with,
      and
      subject to, the terms and conditions of the applicable Pension Plan; provided,
      however, that no spousal consent shall be required to commence any form of
      payment under this Article IV.

    (d)  Commencement
      and Duration of Payments.
      Subject
      to Section 4.2(c), benefits provided under this Article IV shall commence
      automatically when the Participant becomes eligible for Article IV benefits,
      without regard to payment under any Pension Plan, and shall continue to age
      65
      or the death of the Participant, if prior to age 65, and, if applicable, in
      reduced amount until the death of the Participant's spouse or joint annuitant,
      whichever is applicable.

    (e)  Treatment
      During Subsequent Employment.
      Employment with any Employer subsequent to the commencement of benefits under
      this Article IV may, at the sole discretion of the Chief Executive Office of
      the
      Company, result in the suspension of such benefits for the period of such
      employment or reemployment to the extent set forth under the applicable Pension
      Plan.

    (f)  Necessity
      of Actual Reduction.
      Notwithstanding any other provision of this Plan, no amount shall be payable
      under this Article IV unless the Participant's monthly benefit paid under the
      applicable Pension Plan is actually reduced because of application of the
      Limitation on Benefits. Benefits payable to a Participant under this Article
      IV
      shall not duplicate benefits payable to such Participant from any other plan
      or
      arrangement of the Company. In the event a change in law or regulation
      liberalizes the limitations applicable to determining the Limitation on Benefits
      such that a Participant may receive additional benefits under the applicable
      Pension Plan, and the applicable Pension Plan provides for the payment of such
      additional benefits to the Participant, the amount payable under this Article
      IV
      shall be reduced by a corresponding amount.

     

    ARTICLE
      V -- DISABILITY BENEFITS

     

    5.1  Monthly
      Disability Benefit.
      

    (a)
      If a
      Participant becomes totally disabled following commencement of participation
      in
      the Plan, the Participant shall continue to receive credit for up to 2 years
      of
      Participation under the Plan for so long as the Participant is totally disabled.
      Following termination of the participant's employment with the Employer, the
      Participant's monthly retirement benefits under Article III of the Plan shall
      commence beginning on or after the Participant's First Eligible Retirement
      Date.

    (b)  A
      Participant is "totally disabled" if such Participant is disabled within the
      meaning of the applicable long-term disability plan sponsored by such
      Participant's Employer, or as determined by Social Security.

    (c)  If
      a
      Participant who is totally disabled dies before attaining age 65, any death
      benefit payable to the Participant's Beneficiary will be determined and paid
      in
      accordance with the vesting schedule terms of Article III.

     

    ARTICLE
      VI - MISCELLANEOUS

     

    6.1  Amendment
      and Termination.
      Any
      action to amend, modify, suspend or terminate the Plan may be taken at any
      time,
      and from time to time, by resolution of the Board of Directors of the Company
      (or any person or persons duly authorized by resolution of the Board of
      Directors of the Company to take such action) in its sole discretion and without
      the consent of any Participant or Beneficiary, but no such action shall
      retroactively reduce any benefits accrued by any Participant under this Plan
      prior to the time of such action.

    6.2  No
      Guarantee of Employment.
      Nothing
      contained herein shall be construed as a contract of employment between a
      Participant and any Employer or shall be deemed to give any Participant the
      right to be retained in the employ of any Employer.

    6.3  Funding
      of Plan and Benefit Payments.
      This
      Plan is unfunded within the meaning of ERISA. Each Employer will make Plan
      benefit payments from its general assets. Each Employer may purchase policies
      of
      life insurance on the lives of Plan Participants and to refuse participation
      in
      the Plan to any Employee who, if requested to do so, declines to supply
      information or to otherwise cooperate so that the Employer may obtain life
      insurance on behalf of such Participant. The Employer will be the owner and
      the
      beneficiary of any such policy, and Plan benefits will be neither limited to
      nor
      secured by any such policy or its proceeds. Participants and their Beneficiaries
      shall have no right, title or interest in any such life insurance policies,
      in
      any other assets of any Employer or in any investments any Employer may make
      to
      assist it in meeting its obligations under the Plan. All such assets shall
      be
      solely the property of such Employer and shall be subject to the claims of
      such
      Employer's general creditors. There are no assets of any Employer that are
      identified or segregated for purposes of the payment of any benefits under
      this
      Plan. To the extent a Participant or any other person acquires a right to
      receive payments from an Employer under the Plan, such right shall be no greater
      than the right of any unsecured general creditor of such Employer and such
      person shall have only the unsecured promise of the Employer that such payments
      shall be made.

    6.4  Payment
      Not Assignable.
      Except
      in the case of a Qualified Domestic Relations Order described under Code Section
      414(p), Participants and their Beneficiaries shall not have the right to
      alienate, anticipate, commute, sell, assign, transfer, pledge, encumber or
      otherwise convey the right to receive any payments under the Plan, and any
      payments under the Plan or rights thereto shall not be subject to the debts,
      liabilities, contracts, engagements or torts of Participants or their
      Beneficiaries nor to attachment, garnishment or execution, nor shall they be
      transferable by operation of law in the event of bankruptcy or insolvency.
      Any
      attempt, whether voluntary or involuntary, to effect any such action shall
      be
      null, void and of no effect.

    6.5  Applicable
      Law.
      The
      Plan and all rights hereunder shall be governed by and construed according
      to
      the laws of the State of Delaware, except to the extent such laws are preempted
      by the laws of the United States of America.

    6.6  Claims
      Procedure.
      

    (a) Participants
      and Beneficiaries eligible for benefits under the Plan, or any person duly
      authorized by them, have the right under ERISA and the Plan to file a written
      claim to the Administrator for payment of such benefits.

    (b)  If
      the
      claim is denied in whole or in part, the claimant will receive written notice
      of
      the Administrator's decision, including the specific reason for the decision,
      within 90 days after the Administrator received the claim. If the Administrator
      needs more than 90 days to make a decision, the Administrator will notify the
      individual in writing within the initial 90-day period. An additional 90 days
      may be taken if the Administrator sends this notice. The extension notice will
      show the date by when the Administrator's decision will be sent.

    6.7  Plan
      Administration.
      

    (a) The
      Plan
      shall be administered by the Administrator. The Administrator shall serve as
      the
      final review under the Plan and shall have sole and complete discretionary
      authority to determine conclusively for all persons, and in accordance with
      the
      terms of the documents or instruments governing the Plan, any and all questions
      arising from the administration of the Plan and interpretation of all Plan
      provisions. The Administrator shall make the final determination of all
      questions relating to participation of employees and eligibility for benefits,
      and the amount and type of benefits payable to any Participant or Beneficiary.
      In no way limiting the foregoing, the Administrator shall have the following
      specific duties and obligations in connection with the administration of the
      Plan:

    
      	(i)  	
              to
                promulgate and enforce such rules, regulations and procedures as
                may be
                proper for the efficient administration of the
                Plan;

            


    

    
      	(ii)  	
              to
                determine all questions arising in the administration, interpretation
                and
                application of the Plan, including questions of eligibility and of
                the
                status and rights of Participants and any other persons
                hereunder;

            


    

    
      	(iii)  	
              to
                decide any dispute arising hereunder; provided, however, that the
                Administrator shall not participate in any matter involving any questions
                relating solely to the Administrator's own participation or benefit
                under
                this Plan;

            


    

    
      	(iv)  	
              to
                advise the Boards of Directors of the Employers regarding the known
                future
                need for funds to be available for
                distribution;

            


    

    
      	(v)  	
              to
                advise the Boards of Directors of the Employers regarding the known
                future
                need for funds to be available for
                distribution;

            


    

    
      	(vi)  	
              to
                compute the amount of benefits and other payments which shall be
                payable
                to any Participant or Beneficiary in accordance with the provisions
                of the
                Plan and to determine the person or persons to whom such benefits
                shall be
                paid;

            


    

    
      	(vii)  	
              to
                make recommendations to the Board of Directors of the Company with
                respect
                to proposed amendments to the Plan;

            


    

    
      	(viii)  	
              to
                file all reports with government agencies, Participants and other
                parties
                as may be required by law, whether such reports are initially the
                obligation of the Employers, or the
                Plan;

            


    

    
      	(ix)  	
              to
                engage an actuary to the Plan, if necessary, and to cause the liabilities
                of the Plan to be evaluated by such actuary;
                and

            


    

    
      	(x)  	
              to
                have all such other powers as may be necessary to discharge its duties
                hereunder.

            


    

    (b)  Decisions
      by the Administrator shall be final, conclusive and binding on all parties
      and
      not subject to further review.

    (c)  The
      Administrator may employ attorneys, consultants, accountants or other persons
      (who may be attorneys, consultants, actuaries, accountants or persons performing
      other services for, or are employed by, any Employer or any affiliate of any
      Employer), and the Administrator, the Employers and their other officers and
      directors shall be entitled to rely upon the advice, opinions or valuations
      of
      any such persons. No member of the Board of Directors of any Employer, the
      Chief
      Executive Officer of the Company, the Administrator, nor any other officer,
      director or employee of the Company or of any Employer acting on behalf of
      the
      Board of Directors of any Employer or the Chief Executive Officer of the Company
      or the Administrator, shall be personally liable for any action, determination
      or interpretation taken or made in good faith with respect to the Plan, and
      all
      members of the Boards of Directors of the Employers, the Chief Executive Officer
      of the Company and the Administrator and each officer or employee of the Company
      or of an Employer acting on their behalf shall be fully indemnified and
      protected by the Company for all costs, liabilities and expenses (including,
      but
      not limited to, reasonable attorneys' fees and court costs) relating to any
      such
      action, determination or interpretation.

    6.8  Binding
      Nature.
      This
      Plan shall be binding upon and inure to the benefit of the Employers and their
      successors and assigns and to the Participants, their Beneficiaries and their
      estates. Nothing in this Plan shall preclude any Employer from consolidating
      or
      merging into or with, or transferring all or substantially all of its assets
      to
      another company or corporation, whether or not such company or corporation
      assumes this Plan and any obligation of the Employer hereunder.

    6.9  Withholding
      Taxes.
      The
      Employers may withhold from any benefits payable under this Plan all federal,
      state, city or other taxes as shall be required pursuant to any law or
      governmental regulation or ruling.

    6.10  Action
      Affecting Chief Executive Officer.
      To the
      extent any action required to be taken by the Chief Executive Officer of the
      Company would decrease, increase, accelerate, delay or otherwise materially
      impact such individual's benefits under the Plan, such action shall be taken
      instead by the Compensation Committee of the Board of Directors of the
      Company.

    6.11  Payments
      Due Missing Persons.
      The
      Administrator shall make a reasonable effort to locate all persons entitled
      to
      benefits (including retirement benefits and death benefits for Beneficiaries)
      under the Plan; however, notwithstanding any provisions of this Plan to the
      contrary, if, after a period of five years from the date such benefits first
      become due, any such persons entitled to benefits have not been located, their
      rights under the Plan shall stand suspended. Before this provision becomes
      operative, the Administrator shall send a certified letter to all such persons
      at their last known address advising them that their benefits under the Plan
      shall be suspended. Any such suspended amounts shall be held by the Employer
      for
      a period of three additional years (or a total of eight years from the time
      the
      benefits first became payable) and thereafter such amounts shall be forfeited
      and non-payable.

    6.12  Liability
      Limited.
      Neither
      the Employers, the Administrator, nor any agents, employees, officers, directors
      or shareholders of any of them, nor any other person shall have any liability
      or
      responsibility with respect to this Plan, except as expressly provided
      herein.

    6.13  Incapacity.
      If the
      Administrator shall receive evidence satisfactory to it that a Participant
      or
      Beneficiary entitled to receive any benefit under the Plan is, at the time
      when
      such benefit becomes payable, a minor or is physically or mentally incompetent
      to receive such benefit and to give a valid release therefor, and that another
      person or an institution is then maintaining or has custody of such Participant
      or Beneficiary and that no guardian, committee or other representative of the
      estate of such Participant or Beneficiary shall have been duly appointed, the
      Administrator may make payment of such benefit otherwise payable to such
      Participant or Beneficiary (or to such guardian, committee or other
      representative of such person's estate) to such other person or institution,
      and
      the release of such other person or institution shall be a valid and complete
      discharge for the payment of such benefit.

    6.14  Plurals.
      Where
      appearing in the Plan, this singular shall include the plural, and vice versa,
      unless the context clearly indicates a different meaning.

    6.15  Headings.
      The
      headings and sub-headings in this Plan are inserted for the convenience of
      reference only and are to be ignored in any construction of the provisions
      hereof.

    6.16  Severability.
      In case
      any provision of this Plan shall be held illegal or void, such illegality or
      invalidity shall not affect the remaining provisions of this Plan, but shall
      be
      fully severable, and the Plan shall be construed and enforced as if said illegal
      or invalid provisions had never been inserted herein.

    6.17  Payment
      of Benefits.
      All
      amounts payable hereunder may be paid directly by the Employer or pursuant
      to
      the terms of the grantor trust, if any, established as a funding vehicle for
      benefits provided hereunder.

     

    ARTICLE
      VII -- ADDITIONAL AFFILIATED COMPANIES

     

    7.1  Participation
      in the Plan.
      

    (a) Any
      Affiliated Company may become an Employer with respect to this Plan with the
      consent of the Chief Executive Officer of the Company, upon the following
      conditions:

    
      	(i)  	
              such
                Employer shall make, execute and deliver such instruments as the
                Company
                requires; and

            


    

    
      	(ii)  	
              such
                Employer shall designate the Company, the Chief Executive Officer
                of the
                Company and the Administrator, as its agents for purposes of this
                Plan.

            


    

    (b)  Any
      such
      Employer may by action of its Board of Directors withdraw from participation,
      subject to approval by the Chief Executive Officer of the Company.

    7.2  Effect
      of Participation.
      Each
      Employer which with the consent of the Chief Executive Officer of the Company
      complies with Section 7.1(a) shall be deemed to have adopted this Plan for
      the
      benefit of its Employees who participate in this Plan.

    IN
      WITNESS WHEREOF, the Company, as the sponsoring employer of the
      Plan,

    Has
      caused this Plan document to be duly executed by its Chief Executive
      Officer on this 11th day of May, 2006.

     

    MDU
      RESOURCES GROUP, INC.

     

    By:
      /s/
      MARTIN A. WHITE

    Martin
      A.
      White

    Chairman
      of the Board and Chief 

    Executive
      Officer

    


    



    
      
        
        

      

      
        
        

        
          

        

      

       

    

    APPENDIX
      A

    SCHEDULE
      OF RETIREMENT AND SURVIVORS BENEFITS

    
      	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
               

            	 	 	 
	
              Level

            	 	
              Salary

            	 	 	 	 	 	
              
                Monthly
Retirement
                Benefit

            	 	
              Monthly

              Death


              Benefit

            	 
	
              50

            	 	
              $

            	
              50,000

            	 	 	
              -

            	 	
              $

            	
              59,999

            	 	
              $

            	
              1,330

            	 	
              $

            	
              2,660

            	 
	
              51

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              1,728

            	 	
              $

            	
              3,456

            	 
	
              52

            	 	
              $

            	
              60,000

            	 	 	
              -

            	 	
              $

            	
              74,999

            	 	
              $

            	
              1,800

            	 	
              $

            	
              3,600

            	 
	
              53

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              2,160

            	 	
              $

            	
              4,320

            	 
	
              54

            	 	
              $

            	
              75,000

            	 	 	
              -

            	 	
              $

            	
              99,999

            	 	
              $

            	
              2,580

            	 	
              $

            	
              5,160

            	 
	
              55

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              2,880

            	 	
              $

            	
              5,760

            	 
	
              56

            	 	
              $

            	
              100,000

            	 	 	
              -

            	 	
              $

            	
              124,999

            	 	
              $

            	
              3,600

            	 	
              $

            	
              7,200

            	 
	
              57

            	 	
              $

            	
              125,000

            	 	 	
              -

            	 	
              $

            	
              149,999

            	 	
              $

            	
              4,470

            	 	
              $

            	
              8,940

            	 
	
              58

            	 	
              $

            	
              150,000

            	 	 	
              -

            	 	
              $

            	
              174,999

            	 	
              $

            	
              5,360

            	 	
              $

            	
              10,720

            	 
	
              59

            	 	
              $

            	
              175,000

            	 	 	
              -

            	 	
              $

            	
              199,999

            	 	
              $

            	
              6,250

            	 	
              $

            	
              12,500

            	 
	
              60

            	 	
              $

            	
              200,000

            	 	 	
              -

            	 	
              $

            	
              224,999

            	 	
              $

            	
              7,300

            	 	
              $

            	
              14,600

            	 
	
              61

            	 	
              $

            	
              225,000

            	 	 	
              -

            	 	
              $

            	
              249,999

            	 	
              $

            	
              8,215

            	 	
              $

            	
              16,430

            	 
	
              62

            	 	
              $

            	
              250,000

            	 	 	
              -

            	 	
              $

            	
              274,999

            	 	
              $

            	
              9,125

            	 	
              $

            	
              18,250

            	 
	
              63

            	 	
              $

            	
              275,000

            	 	 	
              -

            	 	
              $

            	
              299,999

            	 	
              $

            	
              10,475

            	 	
              $

            	
              20,950

            	 
	
              64

            	 	
              $

            	
              300,000

            	 	 	
              -

            	 	
              $

            	
              324,999

            	 	
              $

            	
              12,145

            	 	
              $

            	
              24,290

            	 
	
              65

            	 	
              $

            	
              325,000

            	 	 	
              -

            	 	
              $

            	
              349,999

            	 	
              $

            	
              13,670

            	 	
              $

            	
              27,340

            	 
	
              66

            	 	
              $

            	
              350,000

            	 	 	
              -

            	 	
              $

            	
              399,999

            	 	
              $

            	
              16,110

            	 	
              $

            	
              32,220

            	 
	
              67

            	 	
              $

            	
              400,000

            	 	 	
              -

            	 	
              $

            	
              449,999

            	 	
              $

            	
              19,525

            	 	
              $

            	
              39,050

            	 
	
              68

            	 	
              $

            	
              450,000

            	 	 	
              -

            	 	
              $

            	
              499,999

            	 	
              $

            	
              22,850

            	 	
              $

            	
              45,700

            	 
	
              69

            	 	
              $

            	
              500,000

            	 	 	
              -

            	 	
              $

            	
              599,999

            	 	
              $

            	
              28,800

            	 	
              $

            	
              57,600

            	 
	
              70

            	 	
              $

            	
              600,000

            	 	 	
              -

            	 	
              $

            	
              699,999

            	 	
              $

            	
              36,500

            	 	
              $

            	
              73,000

            	 
	
              71

            	 	
              $

            	
              700,000

            	 	 	
              -

            	 	
              $

            	
              799,999

            	 	
              $

            	
              42,710

            	 	
              $

            	
              85,420

            	 
	
              72

            	 	
              $

            	
              800,000

            	 	 	
              -

            	 	
              $

            	
              899,999

            	 	
              $

            	
              49,220

            	 	
              $

            	
              98,440

            	 
	
              73

            	 	
              $

            	
              900,000

            	 	 	
              -

            	 	
              $

            	
              999,999

            	 	
              $

            	
              55,310

            	 	
              $

            	
              110,620

            	 
	
              74

            	 	
              $

            	
              1,000,000

            	 	 	
              -

            	 	
              $

            	
              1,099,999

            	 	
              $

            	
              60,200

            	 	
              $

            	
              120,400

            	 


    

     

    
       

      
        
          

        

      

       

    

    APPENDIX
      B

    


    CURRENT
      PARTICIPANTS ELIGIBLE FOR ARTICLE IV BENEFITS

    


    Steven
      L.
      Bietz

    John
      K.
      Castleberry

    Terry
      D.
      Hildestad

    Bruce
      T.
      Imsdahl

    Vernon
      A.
      Raile

    Warren
      L.
      Robinson

    Paul
      K
      Sandness

    William
      E. Schneider

    Martin
      A.
      White