MDU Performance Share Award Agreement


     

     

    Exhibit
      10.2

    


    MDU
      RESOURCES GROUP, INC.

    1997
      EXECUTIVE LONG-TERM INCENTIVE PLAN

    


    PERFORMANCE
      SHARE AWARD AGREEMENT

     

    [Date]

    


    «name»

    «streetaddress»

    «citystzip»

    


    In
      accordance with the terms of the MDU Resources Group, Inc. 1997 Executive
      Long-Term Incentive Plan (the “Plan”), pursuant to action of the Compensation
      Committee of the Board of Directors of MDU Resources Group, Inc. (the
“Committee”), MDU Resources Group, Inc. (the “Company”) hereby grants to you
      (the “Participant”) Performance Shares (the “Award”), subject to the terms and
      conditions set forth in this Award Agreement (including Annexes A and B hereto
      and all documents incorporated herein by reference), as set forth
      below:

    


    
      	
              Target
                Award:

            	
              «shares»
                Performance Shares (the “Target Award”)

            
	
              Performance
                Period:

            	
              ___________
                through

              __________
                (the “Performance Period”)[three years]

            
	
              Date
                of Grant:

            	
              ___________

            
	
              Dividend
                Equivalents:

            	
              Yes

            


    

    


    THESE
      PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN. THIS AWARD
      AND
      AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE ALSO SUBJECT TO FORFEITURE,
      RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED
      IN ARTICLE 19 OF THE PLAN. ADDITIONALLY, BY SIGNING THIS AWARD AGREEMENT YOU
      ARE
      ACKNOWLEDGING AND AGREEING THAT ANY PERFORMANCE SHARE AWARD GRANTED TO YOU
      IN
      2005 AND ANY AMOUNTS PAID OR PAYABLE OR DISTRIBUTED OR DISTRIBUTABLE PURSUANT
      TO
      ANY SUCH PRIOR 2005 AWARD SHALL ALSO BE SUBJECT TO FORFEITURE, RECAPTURE OR
      OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN ARTICLE
      19 OF THE PLAN.

    


    Further
      terms and conditions of the Award are set forth in Annexes A and B hereto,
      which
      are integral parts of this Award Agreement.

    


    All
      terms, provisions and conditions applicable to the Award set forth in the Plan
      and not set forth in this Award Agreement are hereby incorporated herein by
      reference. To the extent any provision hereof is inconsistent with a provision
      of the Plan; the provisions of the Plan will

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    govern.
      The Participant hereby acknowledges receipt of a copy of this Award Agreement,
      including Annexes A and B hereto, and a copy of the Plan and agrees to be bound
      by all the terms and provisions hereof and thereof.

    


    
      	
              MDU
                RESOURCES GROUP, INC.

            	 
	 	 
	
              By:

            	
            	
            	
            	 
	 	 
	 	 
	
              Agreed:

            	 
	 	 
	 	
            	
            	
            	
            	 
	
              Participant

            	 


    

    


    Attachments:     
      Annex A

                                 
      Annex B

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    TO

    


    MDU
      RESOURCES GROUP, INC.

    1997
      EXECUTIVE LONG-TERM INCENTIVE PLAN

    


    PERFORMANCE
      SHARE AWARD AGREEMENT

    


    It
      is
      understood and agreed that the Award of Performance Shares evidenced by the
      Award Agreement to which this is annexed is subject to the following additional
      terms and conditions.

    


    1. Nature
      of Award.
      The
      Target Award represents the opportunity to receive shares of Company common
      stock, $1.00 par value ("Shares") and Dividend Equivalents on such Shares.
      The
      number of Shares that may be earned under this Award shall be determined
      pursuant to Section 2 hereof. The amount of Dividend Equivalents that may be
      earned under this Award shall be determined pursuant to Section 4 hereof. Except
      for Dividend Equivalents, which are paid in cash, Awards will be paid in
      Shares.

    


    2. Determination
      of Number of Shares Earned.

    


    The
      number of Shares earned, if any, for the Performance Period shall be determined
      in accordance with the following formula:

    


    #
      of Shares = Payout Percentage X Target Award

    


    The
      “Payout Percentage” is based on the Company's total shareholder return ("TSR")
      relative to that of the Peer Group listed on Annex B (the “Percentile Rank”) for
      the Performance Period, determined in accordance with the following
      table:

    


    
      	
              Percentile
                Rank

            	
              Payout
                Percentage

              (%
                of Target Award)

            
	
              100th

            	
              200%

            
	
              75th

            	
              150%

            
	
              50th

            	
              100%

            
	
              40th

            	
              10%

            
	
              less
                than 40th

            	
              0%

            


    

    


    


    If
      the
      Company achieves a Percentile Ranking between the 40th and 50th percentiles,
      the
      Payout Percentage shall be equal to 10%, plus 9% for each Percentile Rank whole
      percentage above the 40th percentile. If the Company achieves a Percentile
      Ranking between the 50th and 100th percentiles, the Payout Percentage shall
      be
      equal to 100%, plus 2% for each Percentile Rank whole percentage above the
      50th
      percentile.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    The
      Percentile Rank of a given company's TSR is defined as the percentage of the
      Peer Group companies' returns falling at or below the given company's TSR.
      The
      formula for calculating the Percentile Rank follows:

    


    Percentile
      Rank = (n - r + 1)/n x 100

     

    Where:

     

    n
      = total
      number of companies in the Peer Group, including the Company

    


    r
      = the
      numeric rank of the Company's TSR relative to the Peer Group, where the highest
      return in the group is ranked number 1

    


    To
      illustrate, if the Company's TSR is the third highest in the Peer Group
      comprised of 26 companies, its Percentile Rank would be 92. The calculation
      is:
      (26 - 3 + 1)/26 x 100 = 92.

    


    The
      Percentile Rank shall be rounded to the nearest whole percentage.

    


    If
      the
      common stock of a company in the Peer Group ceases to be traded during the
      Performance Period, the company will be deleted from the Peer Group. Percentile
      Rank will be calculated without regard to the return of the deleted
      company.

    


    Total
      shareholder return is the percentage change in the value of an investment in
      the
      common stock of a company from the initial investment made on the last trading
      day in the calendar year preceding the beginning of the performance period
      through the last trading day in the final year of the performance period. It
      is
      assumed that dividends are reinvested in additional shares of common stock
      at
      the frequency paid.

    


    All
      Performance Shares that are not earned for the Performance Period shall be
      forfeited.

    


    3. Issuance
      of Shares.
      Subject
      to any restrictions on distributions of Shares under the Plan, and subject
      to
      Section 6 of this Annex A, the Shares earned under the Award, if any, shall
      be
      issued to the Participant as soon as practicable (but no later than the next
      March 15) following the close of the Performance Period.

    


    4. Dividend
      Equivalents.
      Dividend Equivalents shall be earned with respect to any Shares issued to the
      Participant pursuant to this Award. The amount of Dividend Equivalents earned
      shall be equal to the total dividends declared on a Share between the Date
      of
      Grant of this Award and the last day of the Performance Period, multiplied
      by
      the number of Shares issued to the Participant pursuant to the Award Agreement.
      Any Dividend Equivalents earned shall be paid in cash to the Participant when
      the Shares to which they relate are issued or as soon as practicable thereafter.
      If the Award is forfeited or if no Shares are issued, no Dividend Equivalents
      shall be paid.

     

    5. Termination
      of Employment.

     

    (a) If
      the Participant's employment with the Company is terminated for any
      reason

     

    
      
        
        

      

      
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    other
      than "Cause" (as defined below) (1) during the first year of the Performance
      Period, all Performance Shares (and related Dividend Equivalents) shall be
      forfeited; (2) during the second year of the Performance Period, determination
      of the Company's Percentile Rank for the Performance Period will be made by
      the
      Committee at the end of the Performance Period, and Shares (and related Dividend
      Equivalents) earned, if any, will be paid based on the Payout Percentage,
      prorated for the number of full months elapsed from and including the month
      in
      which the Performance Period began to and including the month in which the
      termination of employment occurs; and (3) during the third year of the
      Performance Period, determination of the Company's Percentile Rank for the
      Performance Period will be made by the Committee at the end of the Performance
      Period, and Shares (and related Dividend Equivalents) earned, if any, will
      be
      paid based on the Payout Percentage without prorating. 

     

    (b) If
      the Participant's employment is terminated for "Cause" (as defined below) during
      the Performance Period, all Performance Shares (and related Dividend
      Equivalents) shall be forfeited.

     

    (c) For
      purposes of the Award Agreement, the term "Cause" shall mean the Participant's
      fraud or dishonesty that has resulted or is likely to result in material
      economic damage to the Company or a Subsidiary, or the Participant's willful
      nonfeasance if such nonfeasance is not cured within ten days of written notice
      from the Company or a Subsidiary, as determined in good faith by a vote of
      at
      least two-thirds of the non-employee directors of the Company at a meeting
      of
      the Board at which the Participant is provided an opportunity to be
      heard.

    


    6. Tax
      Withholding.
      Pursuant to Article 16 of the Plan, the Committee shall have the power and
      the
      right to deduct or withhold, or require the Participant to remit to the Company,
      an amount sufficient to satisfy any Federal, state and local taxes (including
      the Participant's FICA obligations) required by law to be withheld with respect
      to the Award. The Committee may condition the delivery of Shares upon the
      Participant's satisfaction of such withholding obligations. The Participant
      may
      elect to satisfy all or part of such withholding requirement by tendering
      previously-owned Shares or by having the Company withhold Shares having a Fair
      Market Value equal to the minimum statutory withholding that could be imposed
      on
      the transaction (based on minimum statutory withholding rates for Federal,
      state, and local tax purposes, as applicable, including payroll taxes, that
      are
      applicable to such supplemental taxable income). Such election shall be
      irrevocable, made in writing, signed by the Participant, and shall be subject
      to
      any restrictions or limitations that the Committee, in its sole discretion,
      deems appropriate.

    


    7. Ratification
      of Actions.
      By
      accepting the Award or other benefit under the Plan, the Participant and each
      person claiming under or through him or her shall be conclusively deemed to
      have
      indicated the Participant's acceptance and ratification of, and consent to,
      any
      action taken under the Plan or the Award by the Company, its Board of Directors,
      or the Committee.

    


    8. Notices.
      Any
      notice hereunder to the Company shall be addressed to its office, 1200 West
      Century Avenue, P.O. Box 5650, Bismarck, North Dakota 58506; Attention:
      Corporate Secretary, and any notice hereunder to the Participant shall be
      addressed to him or her at the

     

    
      
         

      

      
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    address
      specified on the Award Agreement, subject to the right of either party to
      designate at any time hereafter in writing some other address.

    


    9. Definitions.
      Capitalized terms not otherwise defined herein or in the Award Agreement shall
      have the meanings given them in the Plan.

    


    10. Governing
      Law and Severability.
      To the
      extent not preempted by Federal law, the Award Agreement will be governed by
      and
      construed in accordance with the laws of the State of Delaware, without regard
      to conflicts of law provisions. In the event any provision of the Award
      Agreement shall be held illegal or invalid for any reason, the illegality or
      invalidity shall not affect the remaining parts of the Award Agreement, and
      the
      Award Agreement shall be construed and enforced as if the illegal or invalid
      provision had not been included.

     

    11. No
      Rights to Continued Employment.
      The
      Award Agreement is not a contract of employment. Nothing in the Plan or in
      the
      Award Agreement shall interfere with or limit in any way the right of the
      Company or any Subsidiary to terminate the Participant's employment at any
      time,
      for any reason or no reason, or confer upon the Participant the right to
      continue in the employ of the Company or a Subsidiary.

    


    
      
        
        

      

      
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    ANNEX
      B

    


    TO

    


    MDU
      RESOURCES GROUP, INC.

    1997
      EXECUTIVE LONG-TERM INCENTIVE PLAN

    


    PERFORMANCE
      SHARE AWARD AGREEMENT

    


    PEER
      GROUP COMPANIES

    


    Allegheny
      Energy, Inc.

    ALLETE,
      Inc.

    Alliant
      Energy Corporation

    Black
      Hills Corporation

    Comstock
      Resources, Inc.

    Equitable
      Resources, Inc.

    Florida
      Rock Industries, Inc.

    Hanson
      PLC ADR

    KeySpan
      Corporation

    Kinder
      Morgan, Inc.

    Martin
      Marietta Materials, Inc.

    Newfield
      Exploration Company

    NICOR,
      Inc.

    OGE
      Energy Corp.

    ONEOK,
      Inc.

    Peoples
      Energy Corporation

    Pogo
      Producing Company

    Quanta
      Services, Inc.

    Questar
      Corporation

    SCANA
      Corporation

    Stone
      Energy Corporation

    TECO
      Energy, Inc.

    UGI
      Corporation

    Vectren
      Corporation

    Vulcan
      Materials Company

    XTO
      Energy, Inc.