MDU RESOURCES GROUP, INC.

                      Amended and Restated
            DEFERRED COMPENSATION PLAN FOR DIRECTORS
                    Effective January 1, 1992


   I. PURPOSE

      The Board of Directors of MDU Resources Group,
Inc. (the "Company") established the Deferred
Compensation Plan for Directors (the "Plan") effective
as of September l, 1988.  The Plan is hereby amended
and restated effective January 1, 1992, and is
substituted for the Restated Plan established by the
Company on August 1, 1991.  The Plan shall continue
until terminated by the Board of Directors of the
Company, subject to the provisions of Article XII,
below.

      The purpose of this Plan is to aid the Company
in attracting and retaining as Directors persons
whose abilities, experience and judgment can
contribute to the continued progress of the Company.
The Plan will provide a  method of deferring
compensation to the Directors.


  II. DEFINITIONS

      A.  Beneficiary.  "Beneficiary" means the
          person or persons designated as such in
          accordance with Article XI.

      B.  Change in Control.  "Change in
          Control" means the earliest of the
          following to occur: (a) the public
          announcement by the Company or by any
          person (which shall not include the
          Company, any subsidiary of the Company, or
          any employee benefit plan of the Company or
          of any subsidiary of the Company)
          ("Person") that such Person, who or which,
          together with all Affiliates and Associates
          (within the meanings ascribed to such terms
          in the Rule 12b-2 of the General Rules and
          Regulations under the Exchange Act) of such
          Person, shall be the beneficial owner of
          twenty percent (20%) or more of the voting
          stock of the Company outstanding; (b) the
          commencement of, or after the first public
          announcement of any Person to commence, a
          tender or exchange offer the consummation
          of which would result in any Person
          becoming the beneficial owner of voting
          stock aggregating thirty percent (30%) or
          more of the then outstanding voting stock
          of the Company; (c) the announcement of any
          transaction relating to the Company
          required to be described pursuant to the
          requirements of Item 6(e) of Schedule 14A
          of Regulation 14A under the Exchange Act;
          (d) a proposed change in constituency of
          the Board of Directors such that, during
          any period of two (2) consecutive years,
          individuals who at the beginning of such
          period constitute the Board of Directors
          cease for any reason to constitute at least
          a majority thereof, unless the election or
          nomination for election by the stockholders
          of the Company of each new Director was
          approved by a vote of least two-thirds
          (2/3) of the Directors then still in office
          who were members of the Board of Directors
          at the beginning of the period; or (e) any
          other event which shall be deemed by a
          majority of the Board of Directors to
          constitute a "change in control."

      C.  Compensation and Deferral Amount.  "Compensation"
          means any cash retainer, meeting fees and
          any other cash compensation payable to
          Eligible Directors by the Company for
          services as a Director.  This Deferred
          Compensation Plan for Directors governs any
          or all of that Compensation which the
          Participant elects to credit to his
          Deferred Compensation Account, which is
          hereafter referred to as the "Deferral
          Amount."

      D.  Deferred Compensation Account.  "Deferred
          Compensation Account" means the account
          maintained on the books of account of the
          Company for each Participant pursuant to
          Article VI.

      E.  Effective Date.  "Effective Date" means January 1,
          1992, the date on which the restated and
          amended Plan became effective.

      F.  Eligible Director.  "Eligible Director" means
          those Directors of the Company who are not
          employees of the Company.

      G.  Investment Units.  This term shall have the
          meaning defined in Article VI.B.

      H.  Market Price.  "Market Price" means the average of
          the highest and lowest transaction prices
          for the Company's common stock on the New
          York Stock Exchange for a given day.

      I.  Participant.  "Participant" means an Eligible
          Director participating in the Plan in
          accordance with the provisions of Article IV.

      J.  Plan Year.  "Plan Year" means the calendar year.


 III. ADMINISTRATION OF THE PLAN

      The Board of Directors shall be the sole
administrator of the Plan.

      The Board of Directors may from time to time establish
rules and regulations for the administration of the
Plan.

      All determinations of the  Board of Directors,
irrespective of their character or nature, including,
but not limited to, all questions of construction and
interpretation, shall be final, binding and
conclusive upon all parties.  Without limiting the
generality of the foregoing, the determination of the
Board of Directors as to whether a Participant has
terminated his services and the date thereof shall be
final, binding and conclusive upon all persons.

      The Company and/or the  Board of Directors may
consult with legal counsel, who may be counsel for
the Company or other counsel, with respect to its
obligations and duties hereunder or with respect to
any claim, action or proceeding or any other matter,
and shall not be liable for any action taken or not
taken by it in good faith pursuant to the advice of
such counsel.

    The Chairman, at the direction of the Board of Directors
shall be responsible for maintaining books and
records for the Plan and adopting standard forms for
such matters as beneficiary designations and
applications for benefits, provided such rules and
forms are not inconsistent with the provisions of the
Plan.  Such books and records shall only be open for
examination by a Participant or his duly designated
beneficiary to the extent that they specifically
involve the Deferred Compensation Account created for
his benefit or any payments which are to be made to
him or his beneficiary hereunder.  Each Participant
or his duly designated beneficiary shall be notified
no less frequently than annually of the balance in
his account.

      Neither the  Board of Directors nor any member
of the Board of Directors nor the Company nor any
other person who is acting on behalf of the Board of
Directors or the Company shall be liable for any act
or failure to act hereunder except for gross
negligence or fraud.


  IV. PARTICIPATION

      All Eligible Directors, including any person who
becomes a Director after the effective date hereof,
shall be Participants in the Plan.

      Each Participant in the Plan shall have the
right to elect to defer the payment of all or any
part of his Compensation, with such Deferral Amount
to be payable at the time or times and in the manner
hereinafter stated.

      Each Participant who elects to defer the payment
of all or any part of his Compensation shall execute
and deliver to the Board of Directors a "Notice of
Election."  Such Notice will provide the percentage
of his Compensation to be deferred, the date such
deferral is to commence and the beneficiary
designations of the Director.  Such deferral election
shall be applicable only to Compensation earned by
reason of services rendered after the date of such
Notice.

      An election to defer Compensation shall continue
in effect until revoked or modified by a subsequent
"Notice of Election," provided however, (1) that
every election to defer shall be irrevocable as to
Compensation earned prior to the date of revocation
and (2) that such election may be changed no more
often than annually.  Revocation or modification
shall be made in writing to the Board of Directors
and shall be effective upon the date stated therein.


   V. VESTING OF DEFERRED COMPENSATION ACCOUNT

      A Participant's interest in his Deferred
Compensation Account shall vest immediately with
regard to Deferral Amounts and earnings thereon.


  VI. ACCOUNTS AND VALUATIONS

      A.  Deferred Compensation Accounts.  The
          Board of Directors shall establish and
          maintain a separate Deferred Compensation
          Account for each Participant.  The
          Participant's Deferral Amount shall be
          credited to the Participant's Deferred
          Compensation Account quarterly on the last
          business day of March, June, September, and
          December in amounts as nearly equal as
          possible.

      B.  Conversion to Investment Units.  At
          the time a Deferral Amount is credited to
          the Deferred Compensation Account, it shall
          be converted to Investment Units, by
          dividing the amount deferred by the Market
          Price of the Company's stock on the first
          trading day immediately preceding the
          deferral. Fractional share Investment Units
          will be maintained in the Account.


 VII. DIVIDEND EQUIVALENTS

      If a dividend is declared on the common stock of the
Company, an equivalent amount shall be credited to
the Participant's Deferred Compensation Account for
each Investment Unit.  Such amounts shall be
converted to additional Investment Units, pursuant to
Article VI.B.


VIII. DISTRIBUTION

      A.  Conversion of Investment Units to
          Dollars.  When a Participant leaves the
          Board of Directors, dies, or becomes
          disabled, Investment Units in the
          Participant's Deferred Compensation Account
          shall be converted into dollars, on the
          dates set forth below, based on the Market
          Price of the Company's common stock on the
          date of conversion.  If the New York Stock
          Exchange is not open that day, then it
          shall be the Market Price on the next day
          the New York Stock Exchange is open.
          During the period before conversion, if a
          dividend is declared on common stock of the
          Company, an equivalent amount shall be
          credited to the Participant's Deferred
          Compensation Account for each Investment
          Unit then remaining credited and not
          converted.  Such amounts shall be converted
          into additional Investment Units.

      B.  Payment.  On the day that is six full
          calendar months after the Participant's
          date of leaving the Board, death or
          disability, 20 percent of the value of the
          Investment Units credited to the
          Participant's Deferred Compensation Account
          shall be converted to dollars and paid to
          the Participant in substantially equal
          monthly payments over a one-year period
          (the "First Year Payout").  On the day that
          is one year after the date of the first
          conversion, 25 percent of the remaining
          value of the Investment Units shall be
          converted to dollars and paid to the
          Participant in substantially equal monthly
          payments over a one-year period (the
          "Second Year Payout").  The following year,
          33 1/3 percent of the remaining value shall
          be converted and paid out as above (the
          "Third Year Payout"), the fourth year, 50
          percent of the remaining value shall be
          paid out as the "Fourth Year Payout", and
          the fifth year, the remaining balance shall
          be paid out as the "Fifth Year Payout."  As
          indicated above, "dividends" shall be
          credited on Investment Units before they
          are converted, which shall be converted
          into additional Investment Units.  No
          interest will be paid on amounts in the
          Deferred Compensation Account.

      C.  Change in Control.  The terms of this
          Article VIII.C 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 the Plan.

          Upon a Change in Control, all Investment
          Units in a Participant's Deferred Compensation
          Account shall be multiplied by the Market
          Price of the Company's common stock on
          such day.  If the New York Stock Exchange is
          not open on that day, then it shall be the
          Market Price on the next day the New York
          Stock Exchange is open. The dollar value
          of the Investment Units contained in each
          Participant's Deferred Compensation Account
          shall be paid out immediately thereafter to the
          Participant (a "Change in Control
          Payment").

          In addition, the Company shall pay to
          the Participant an additional payment (a
          "Gross-Up Payment") in an amount such that
          after payment by the Participant of all
          federal and state income taxes (including,
          without limitation, any and all federal and
          state income taxes imposed upon the Gross-
          Up Payment) the Participant retains an
          amount of the Gross-Up Payment equal to the
          federal and state income taxes imposed upon
          the Change in Control Payment.

          All determinations required to be made
          under this Article VIII.C, including when a
          Gross-Up Payment is required, the amount of
          such Gross-Up Payment, and the assumptions
          to be utilized in arriving at such
          determination, shall be made by a certified
          public accounting firm designated by the
          Participant (the "Accounting Firm"), which
          shall provide detailed supporting
          calculations both to the Company and the
          Participant within 15 business days of the
          receipt of notice from the Participant that
          there has been a Change in Control Payment
          (or such earlier time as is requested by
          the Company).  All fees and expenses of the
          Accounting Firm related to the calculations
          required by this Article VIII.C shall be
          borne solely by the Company.  Any Gross-Up
          Payment, as determined pursuant to this
          Article VIII.C, shall be paid by the
          Company to the Participant within five days
          of the receipt of the Accounting Firm's
          determination.  Any determination by the
          Accounting Firm shall be binding upon the
          Company and the Participant.


  IX. TAX WITHHOLDING UPON DISTRIBUTION

      To the extent required by law, the Company shall
withhold from payments made hereunder any taxes
required to be withheld by the federal or any state
or local government.


   X. COMMENCEMENT OF PAYMENTS

      Except as otherwise provided in this Plan,
commencement of payments under this Plan shall begin
as soon as administratively feasible after the value
of the Investment Units is determined according to
Article VIII.


  XI. BENEFICIARY DESIGNATION

      Each Participant shall have the right at any
time to designate any person or persons as
Beneficiary or Beneficiaries (both principal and
contingent) to whom payment under this Plan
shall be paid in the event of death prior to complete
distribution of the deferred amounts under the Plan.
Each beneficiary designation shall become effective
only when filed in writing with the Board of
Directors during the Participant's lifetime on a form
provided by the Board of Directors.

      The filing of a new beneficiary designation form
will cancel all beneficiary designations previously
filed.  Any finalized divorce of a Participant
subsequent to the date of filing of a beneficiary
designation form shall revoke such designation.  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.

      If a Participant fails to designate a
Beneficiary as provided above or if the beneficiary
designation is revoked by divorce, or otherwise,
without execution of a new designation, or if all
designated Beneficiaries predecease the Participant
or die prior to complete distribution of the
Participant's benefits, then the distribution of such
benefits shall be made to the Participant's estate.

      If any distribution to a Beneficiary is to be
made in installments, and the primary Beneficiary
dies before receiving all installments, the remaining
installments, if any, shall be paid to the estate of
the primary Beneficiary in a lump sum.


 XII. AMENDMENT AND TERMINATION OF PLAN

      A.  Amendment.  The Company may at any time amend the
          Plan in whole or in part, provided,
          however, that except as provided in Article
          XII.B., no amendment shall act to reduce
          the benefits under the Plan payable to any
          Participant with respect to any Deferral
          Amount credited to the Participant's
          Deferred Compensation Account prior to the
          date of the amendment.  Written notice of
          any amendments shall be given to each
          Participant.

      B.  Termination of Plan

          1.  Company's Right to Terminate.  The Board of
              Directors may at any time terminate the Plan.

          2.  Payments Upon Termination.  Upon any
              termination of the Plan under this section
              no additional Deferral Amounts will be
              credited to the Participant's Deferred
              Compensation Account.  The Investment
              Units recorded in such Account shall be
              converted into dollars pursuant to Article
              VIII.A. and paid in a lump sum to the
              Participant or the Participant's Beneficiary.


XIII. MISCELLANEOUS

      A.  Unsecured General Creditor. Participants and
          their beneficiaries, heirs, successors, and
          assigns shall have no legal or equitable
          rights, interests, or other claims in any
          property or assets of the Company, nor
          shall they be beneficiaries of, or have any
          rights, claims, or interests in any
          specified assets of the Company.  Any and
          all of the Company's assets shall be and
          remain general, unpledged, unrestricted
          assets of the Company. The Company's
          obligation under the Plan shall be that
          of an unfunded and unsecured promise of
          Company to pay money in the future.

      B.  Obligations to the Company.  If a Participant
          becomes entitled to a distribution of benefits
          under the Plan, and if at such time the Participant
          has outstanding any debt, obligation, or other
          liability representing an amount owed to the
          Company, then the Company may offset such amounts
          owing it or an affiliate against the amount of
          benefits otherwise distributable.  Such determination
          shall be made by the Board of Directors.

          Establishment of this Plan and the participation by
          any person shall not be construed to confer any right
          on the part of such person to be nominated for
          reelection, or to be reelected, to the Board of
          Directors of the Company.

      C.  Nonassignability.  Neither a Participant nor any
          other person shall have any right to commute, sell,
          assign, transfer, pledge, anticipate, mortgage, or
          otherwise encumber, transfer, hypothecate, or convey
          in advance of actual receipt the amounts, if any,
          payable hereunder, or any part thereof, which are,
          and all rights to which are, expressly declared to be
          unassignable and nontransferable.  No part of the
          amounts payable shall, prior to actual payment, be
          subject to seizure or sequestration for the payment of
          any debts, judgments, alimony or separate maintenance
          owed by a Participant or any other person, nor be
          transferable by operation of law in the event of a
          Participant's or any other person's bankruptcy or
          insolvency.

      D.  Protective Provisions.  A Participant will cooperate
          with the Company by furnishing any and all information
          requested by the Company in order to facilitate the
          payment of any amounts hereunder.  If a Participant
          refuses to cooperate, the Company shall have no further
          obligation to the Participant under the Plan.

      E.  Gender, Singular and Plural.  Wherever the context
          so requires, words in the masculine include the feminine
          and words in the feminine include the masculine and the
          definition of any term in the singular may include the
          plural.

      F.  Captions.  The captions to the articles, sections,
          and paragraphs of this Plan are for convenience only and
          shall not control or affect the meaning or construction
          of any of its provisions.

      G.  Applicable Law.  This Plan shall be construed,
          administered and governed in accordance with the laws of
          the State of North Dakota.

      H.  Validity.  In the event any provision of this Plan
          is held invalid, void, or unenforceable, the same shall
          not affect, in any respect whatsoever, the validity of
          any other provision of this Plan.

      I.  Notice.  Any notice or filing required or
          permitted to be given to the  Board of Directors shall
          be sufficient if in writing and hand delivered, or sent
          by registered or certified mail, to the principal
          office of the Company, directed to the attention of
          the Secretary of the Company.  Such notice shall be
          deemed given as of the date of delivery or, if
          delivery is made by mail, as of the date shown on the
          postmark on the receipt for registration or
          certification.