Wdesk | Exhibit




INSTRUMENT OF AMENDMENT TO THE
MDU RESOURCES GROUP, INC.
401(k) RETIREMENT PLAN




The MDU Resources Group, Inc. 401(k) Retirement Plan (as amended and restated March 1, 2011) (the “K-Plan”), is hereby further amended, as follows:




		
	1.
	Effective August 13, 2015, by replacing the table in Section D-1-2 Eligibility to Share in the Profit Sharing Feature of Supplement D-1, Provisions Relating to the Profit Sharing Feature for Certain Participating Affiliates, in its entirety, with the following: 




	
		
	Participating Affiliate
	Current Effective Date
(Original Effective Date)2

	Anchorage Sand & Gravel Company, Inc. (excluding President)
	January 1, 1999

	Baldwin Contracting Company, Inc.
	January 1, 1999

	Capital Electric Line Builders, Inc.1
	January 1, 2014

	Cascade Natural Gas Corporation
	January 1, 2011
(July 2, 2007)

	Concrete, Inc.
	January 1, 2001

	Connolly-Pacific Co.
	January 1, 2007

	DSS Company
	January 1, 2004
(July 8, 1999)

	E.S.I., Inc.
	January 1, 2008
(January 1, 2003)

	Fairbanks Materials, Inc.
	May 1, 2008

	Granite City Ready Mix, Inc.
	June 1, 2002

	Great Plains Natural Gas Co.
	January 1, 2008





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	Participating Affiliate
	Current Effective Date
(Original Effective Date)2

	Hawaiian Cement (non-union employees hired after December 31, 2005)
	January 1, 2009

	Intermountain Gas Company
	January 1, 2011

	JTL Group, Inc.5/6
	January 1, 2015
January 1, 2014

	Jebro Incorporated
	November 1, 2005

	Kent’s Oil Service4
	January 1, 2007

	Knife River Corporation – Northwest (the Central Oregon Division, f/k/a HTS)
	January 1, 2010
(January 1, 1999)

	Knife River Corporation – Northwest (the Idaho Division)
	January 1, 2015

	Knife River Corporation – Northwest (the Southern Oregon Division)
	January 1, 2012

	Knife River Corporation – Northwest (the Western Oregon Division)
	January 1, 2012

	Knife River Corporation - South
(f/k/a Young Contractors, Inc.)
	January 1, 2008
(January 1, 2007)

	LTM, Incorporated
	January 1, 2003

	Montana-Dakota Utilities Co. (including union employees)
	January 1, 2008

	On Electric Group, Inc.3
	March 7, 2011

	Wagner Industrial Electric, Inc.
	January 1, 2008

	Wagner Smith Equipment Co.
	January 1, 2008
(July 1, 2000)

	WBI Energy, Inc.1/3
	May 1, 2012







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	Participating Affiliate
	Current Effective Date
(Original Effective Date)2

	

WBI Energy Midstream, LLC1/3
	July 1, 2012
(January 1, 2001)

	WBI Energy Transmission, Inc.1/3
	July 1, 2012
(January 1, 2009)

	WHC, Ltd.
	September 1, 2001






1/Eligible employees participating in a management incentive compensation plan or an executive incentive compensation plan are not eligible for a Profit Sharing Contribution. Employees of the WBI Energy Corrosion Services division of WBI Energy Midstream, LLC are excluded from this feature.
2/In the event a Participating Affiliate adopts a Profit Sharing Feature on a date other than January 1, effective as of the date of participation in the Plan, the amount of any such contribution allocated to a Supplement D‐1 Participant shall be based upon Compensation, received while in the employ of the Participating Affiliate after the date of acquisition by the Company or any Affiliate.
3/Requirement to be an Active Employee on the last day of the Plan Year does not apply.
4/The following participants of Kent’s Oil Service are granted vesting service for prior years of service with Spirit Road Oils: Isaias Jaimes, Hideo Lewis, Christopher Niffenegger, Jose Padilla, George Velador, and Anthony Willis.
5/Eligible JTL Casper hourly employees (both union and nonunion), including those employees who participate in the Operating Engineers Local No. 800 & The Wyoming Contractors’ Association, Inc. Pension Trust Fund for Wyoming (JTL MEP employees.)
6/Eligible salaried employees of JTL hired after December 31, 2014 or any other JTL employee who transfers to a salaried position after December 31, 2014.


Explanation: This amendment recognizes that effective August 13, 2015, Oregon Electric Construction, Inc. legally changed its name to On Electric Group, Inc. with no Profit Sharing Contribution change.


		
	2.
	Effective August 13, 2015, by replacing the table in Section D-2-2 Eligibility to Share in the Retirement Contribution of Supplement D-2, Provisions Relating to the Retirement Contribution Feature for Certain Participating Affiliates, in its entirety, with the following:




	
			
	Participating Affiliate
	Current Effective Date (Original Effective Date)
	Retirement Contribution Amount - Percentage of Compensation

	Cascade Natural Gas Corporation (non-bargaining)
	January 1, 2011
(July 2, 2007)
	5%

	Cascade Natural Gas Corporation (Field Operations Bargaining Unit employees hired on or after 1/1/2007)
	July 2, 2007
	4%

	Fidelity Exploration & Production Company2
	January 1, 2006
(July 2, 2001)
	5%







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	Participating Affiliate
	Current Effective Date (Original Effective Date)
	Retirement Contribution Amount - Percentage of Compensation

	Great Plains Natural Gas Co.
	January 1, 2003
	5%

	Intermountain Gas Company
	January 1, 2011
(October 12, 2008)
	5%

	On Electric Group, Inc.
	March 7, 2011
	6%

	Rocky Mountain Contractors, Inc. (Union) 3
	January 1, 2008
	3%

	Rocky Mountain Contractors, Inc.
	January 1, 2005
	5%

	WBI Energy Midstream, LLC1
	July 1, 2012
(January 1, 2001)
	5%






1The following participants of WBI Energy Midstream, LLC are excluded:, Grady Breipohl, Jon Forbes, Richard Guderjahn, Steven Haag, Raymond Harms, Wade Hasler, Douglas Henry, Pamela Lynn, Todd Mandeville, Marlin Mogan, and Dale Sudbrack due to participation in the appropriate pension plan replacement contribution.
2The following participants of Fidelity Exploration & Production Company are excluded: Harlan R. Jirges, Marvin E. Rygh, Judy A. Schmitt, and Dennis M. Zander due to participation in the appropriate pension plan replacement contribution.
3Requirement to be compensated for 1,000 hours of service does not apply to Rocky Mountain Contractors, Inc. (Union).
Explanation: This amendment recognizes that effective August 13, 2015, Oregon Electric Construction, Inc. legally changed its name to On Electric Group, Inc. with no Retirement Contribution change.


		
	3.
	Effective August 13, 2015, by replacing the following paragraph for Oregon Electric Construction, Inc. on Schedule A to the K-Plan, in its entirety, with the following:




On Electric Group, Inc. (“OEG”) shall make a matching contribution equal to one hundred percent (100%) of each OEG employee’s participating savings contribution, up to the maximum savings contribution of two percent (2%) of compensation for each pay period. Prior to March 7, 2011, OEG did not make matching contributions for OEG employees.


Effective March 7, 2011 and as amended August 13, 2015.


Explanation: This amendment recognizes that effective August 13, 2015, Oregon Electric Construction, Inc. legally changed its name to On Electric Group, Inc. with no matching contribution change.


		
	4.
	Effective November 1, 2015, by replacing the table in Section D-2-2 Eligibility to Share in the Retirement Contribution of Supplement D-2, Provisions Relating to the Retirement Contribution Feature for Certain Participating Affiliates, in its entirety, with the following:



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	Participating Affiliate
	Current Effective Date (Original Effective Date)
	Retirement Contribution Amount - Percentage of Compensation

	Cascade Natural Gas Corporation (non-bargaining)
	January 1, 2011
(July 2, 2007)
	5%

	Cascade Natural Gas Corporation (Field Operations Bargaining Unit employees hired on or after 1/1/2007)
	July 2, 2007
	4%

	Fidelity Exploration & Production Company2
	January 1, 2006
(July 2, 2001)
	5%

	Great Plains Natural Gas Co.
	January 1, 2003
	5%

	Intermountain Gas Company
	January 1, 2011
(October 12, 2008)
	5%

	On Electric Group, Inc.
	March 7, 2011
	6%

	Rocky Mountain Contractors, Inc.
(non-bargaining)
	January 1, 2005
	5%

	WBI Energy Midstream, LLC1
	July 1, 2012
(January 1, 2001)
	5%






1The following participants of WBI Energy Midstream, LLC are excluded:, Grady Breipohl, Jon Forbes, Richard Guderjahn, Steven Haag, Raymond Harms, Wade Hasler, Douglas Henry, Pamela Lynn, Todd Mandeville, Marlin Mogan, and Dale Sudbrack due to participation in the appropriate pension plan replacement contribution.
2The following participants of Fidelity Exploration & Production Company are excluded: Harlan R. Jirges, Marvin E. Rygh, Judy A. Schmitt, and Dennis M. Zander due to participation in the appropriate pension plan replacement contribution.


Explanation: This amendment removes bargaining unit employees of Rocky Mountain Contractors, Inc. as a Participating Affiliate of Supplement D-2 (Retirement Contribution Feature) of the K-Plan as of November 1, 2015, due to participating in the Eighth District Pension Fund Annuity Plan (a multi-employer pension plan) and clarifies the 5% Retirement Contribution for Rocky Mountain Contractors, Inc. is limited to non-bargaining unit employees.




IN WITNESS WHEREOF, MDU Resources Group, Inc., as Sponsoring Employer of the K-Plan, has caused this amendment to be duly executed by a member of the MDU Resources Group, Inc. Employee Benefits Committee on this 19th day of November, 2015.
	
			
	 
	 
	 

	 
	MDU RESOURCES GROUP, INC.

	 
	EMPLOYEE BENEFITS COMMITTEE

	 
	 
	 

	 
	By:
	/s/ Doran N. Schwartz

	 
	 
	Doran N. Schwartz, Chairman

	 
	 
	 





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