nonemp_dscp.htm


    


      MDU
RESOURCES GROUP, INC.

      NON-EMPLOYEE
DIRECTOR STOCK COMPENSATION PLAN

      


      


      I. Purpose

      


                 The
purpose of the MDU Resources Group, Inc. Non-Employee Director Stock
Compensation Plan is to provide ownership of the Company's stock to non-employee
members of the Board of Directors in order to improve the Company's ability to
attract and retain highly qualified individuals to serve as directors of the
Company and to strengthen the commonality of interest between directors and
stockholders.

      


      


      II. Definitions

      


      When used
herein, the following terms shall have the respective meanings set forth
below:

      


      "Agent" means a
securities broker-dealer selected by the Company and registered under the
Exchange Act.

      


      "Annual Retainer"
means the annual retainer payable by the Company to Non-Employee Directors and
shall include, for purposes of this Plan, meeting fees, cash retainers and any
other cash compensation payable to Non-Employee Directors by the Company for
services as a Director.

      


      "Annual Meeting of
Stockholders" means the annual meeting of stockholders of the Company at
which directors of the Company are elected.

      


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

      


      "Committee" means a
committee whose members meet the requirements of Section IV(A) hereof, and who
are appointed from time to time by the Board to administer the
Plan.

      


      "Common Stock" means
the common stock, $1.00 par value, of the Company.

      


      "Company" means MDU
Resources Group, Inc., a Delaware corporation, and any successor
corporation.

      


      "Effective Date" means
April 25, 1995.

      


      "Employee" means any
officer or other common law employee of the Company or of any of its business
units or divisions or of any Subsidiary.


      
        
           


        

        
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      "Exchange Act" means
the Securities Exchange Act of 1934, as amended.

      


      "Non-Employee
Director" or "Participant" means
any person who is elected or appointed to the Board of Directors of the Company
and who is not an Employee.

      


      "Plan" means the
Company's Non-Employee Director Stock Compensation Plan, adopted by the Board on
February 9, 1995, and approved by the stockholders on April 25, 1995, as it may
be amended from time to time.

      


      "Plan Year" means the
period commencing on the Effective Date of the Plan and ending the next
following December 31 and, thereafter, the calendar year.

      


      "Stock Payment" means
that portion of the Annual Retainer to be paid to Non-Employee Directors in
shares of Common Stock rather than cash for services rendered as a director of
the Company, as provided in Section V hereof, including that portion of the
Stock Payment resulting from any election specified in Section VI
hereof.

      


      "Subsidiary" means any
corporation that is a "subsidiary corporation" of the Company, as that term is
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended.

      


      


      III.
Shares of Common Stock
Subject to the Plan

      


                 Subject
to Section VII below, the maximum aggregate number of shares of Common Stock
that may be delivered under the Plan is 699,897 shares.  The Common
Stock to be delivered under the Plan will be made available from authorized but
unissued shares of Common Stock, treasury stock or shares of Common Stock
purchased on the open market.  Shares of Common Stock purchased on the
open market shall be purchased by the Agent.

      


      



      
        
           


        

        
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      IV. Administration

      
 

                 A.
The Plan will be administered by a committee appointed by the Board, consisting
of two or more persons who are not eligible to participate in the
Plan.  Members of the Committee need not be members of the
Board.  The Company shall pay all costs of administration of the
Plan.

      


                 B.
Subject to and not inconsistent with the express provisions of the Plan, the
Committee has and may exercise such powers and authority of the Board as may be
necessary or appropriate for the Committee to carry out its functions under the
Plan.  Without limiting the generality of the foregoing, the Committee
shall have full power and authority (i) to determine all questions of fact that
may arise under the Plan, (ii) to interpret the Plan and to make all other
determinations necessary or advisable for the administration of the Plan and
(iii) to prescribe, amend and rescind rules and regulations relating to the
Plan, including, without limitation, any rules which the Committee determines
are necessary or appropriate to ensure that the Company and the Plan will be
able to comply with all applicable provisions of any federal, state or local
law.  All interpretations, determinations and actions by the Committee
will be final and binding upon all persons, including the Company and the
Participants.

      


      


      V. Determination of Annual
Retainer and Stock Payments

      


                 A.
The Board shall determine the Annual Retainer payable to all Non-Employee
Directors of the Company.

      


                 B.
Each director who is a Non-Employee Director immediately following the date of
the Company's Annual Meeting of Stockholders shall receive by the fifteenth
business day following the Annual Meeting a Stock Payment of 4,050 shares of
Common Stock as a portion of the Annual Retainer payable to such director for
the Plan Year in which such date occurs.  Certificates evidencing the
shares of Common Stock constituting Stock Payments shall be registered in the
respective names of the Participants and shall be issued to each
Participant.  The cash portion of the Annual Retainer shall be paid to
Non-Employee Directors at such times and in such manner as may be determined by
the Board of Directors.

      


                 C.
Any director may decline a Stock Payment for any Plan Year; provided, however,
that no cash compensation shall be paid in lieu thereof.  Any director
who declines a Stock Payment must do so in writing prior to the performance of
any services as a Non-Employee Director for the Plan Year to which such Stock
Payment relates.


      
        
           


        

        
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                 D.
No Non-Employee Director shall be required to forfeit or otherwise return any
shares of Common Stock issued as a Stock Payment pursuant to the Plan (including
any shares of Common Stock received as a result of an election under Section VI)
notwithstanding any change in status of such Non-Employee Director which renders
him ineligible to continue as a Participant in the Plan.  Any person
who is a Non-Employee Director immediately following the Company's Annual
Meeting of Stockholders shall be entitled to receive a Stock Payment as a
portion of the applicable Annual Retainer.

      


      


      VI. Election to Increase Amount
of Stock Payment

      


                 In
lieu of receiving the cash portion of the Annual Retainer for any Plan Year, a
Participant may make a written election to reduce the cash portion of such
Annual Retainer by a specified dollar amount and have such amount applied to
purchase additional shares of Common Stock of the Company.  The
election shall be made on a form provided by the Committee and must be returned
to the Committee on or before the last business day of the year prior to the
year in which the election is to be effective.  The election form
shall state the amount by which the Participant desires to reduce the cash
portion of the Annual Retainer, which shall be applied toward the purchase of
Common Stock; provided, however, that no fractional shares shall be
purchased.  Stock to be delivered to Participants pursuant to this
election shall be delivered in December of each year.  Cash in lieu of
any fractional share shall be paid to the Participant.  An election
shall continue in effect until changed or revoked by the
Participant.  No Participant shall be allowed to change or revoke any
election for the then current year, but may change an election for any
subsequent Plan Year.  All shares of Common Stock received pursuant to
an election under this Article VI must be held by a Participant for six months
after receipt thereof.

      


      


      VII.
Adjustment For Changes
in Capitalization

      


                 In
the event of any equity restructuring (within the meaning of Financial
Accounting Standards No. 123(R)), such as a stock dividend, stock split,
spinoff, rights offering or recapitalization through a large, nonrecurring cash
dividend, the Committee shall cause an equitable adjustment to be made in the
number of shares to be granted annually and the maximum number of shares and/or
the kind of shares of Common Stock that may be delivered under the Plan to
prevent dilution or enlargement of rights. In the event of any other change in
corporate capitalization, such as a merger, consolidation or liquidation, the
Committee may, in its sole discretion, cause an equitable adjustment as
described in the foregoing sentence to be made to prevent dilution or
enlargement of rights.  Adjustments made by the Committee pursuant to
this Section VII shall be final, binding and conclusive.  The maximum
number of shares issuable under the
Plan as a result of any such adjustment shall be rounded down to the nearest
whole share.


      
        
           


        

        
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      VIII.
Amendment and
Termination of Plan

      


                 The
Board will have the power, in its discretion, to amend, suspend or terminate the
Plan at any time provided; however, that no amendment that is required by law,
rule or regulation to be approved by the Company’s stockholders shall be
effective unless such amendment shall be approved by the requisite vote of
stockholders of the Company entitled to vote thereon.

      


      


      IX. Effective Date and Duration
of the Plan

      


                 The
Plan became effective upon the Effective Date, and shall remain in effect,
subject to the right of the Board of Directors to terminate the Plan at any time
pursuant to Section VIII, until all shares subject to the Plan have been
purchased or acquired according to the Plan's provisions.

      


      


      X. Miscellaneous
Provisions

      


                 A.    Continuation
of Directors in Same Status

      


                 Nothing
in the Plan or any action taken pursuant to the Plan shall be construed as
creating or constituting evidence of any agreement or understanding, express or
implied, that the Company will retain a Non-Employee Director as a director or
in any other capacity for any period of time or at a particular retainer or
other rate of compensation, as conferring upon any Participant any legal or
other right to continue as a director or in any other capacity, or as limiting,
interfering with or otherwise affecting the right of the Company to terminate a
Participant in his capacity as a director or otherwise at any time for any
reason, with or without cause, and without regard to the effect that such
termination might have upon him as a Participant under the Plan.

       

      
        B.    Compliance with
Government Regulations

      

      


                 Neither
the Plan nor the Company shall be obligated to issue any shares of Common Stock
pursuant to the Plan at any time unless and until all applicable requirements
imposed by any federal and state securities and other laws, rules and
regulations, by any regulatory agencies or by any stock exchanges upon which the
Common Stock may be listed have been fully met.  As a condition
precedent to any issuance of shares of Common Stock and delivery of certificates
evidencing such shares pursuant to the Plan, the Board or the Committee may
require a Participant to take any such action and to make any such covenants,
agreements and representations as the Board or the Committee, as the case may
be, in its discretion deems necessary or advisable to ensure compliance with
such requirements.  The Company shall in no event be obligated to
register the shares of Common Stock deliverable under the Plan pursuant to the
Securities Act of 1933, as amended, or to qualify or register such shares under
any securities laws of any state upon their issuance under the Plan or at any
time thereafter, or to take any other action in order to cause the issuance and
delivery of such shares under the Plan or any subsequent offer, sale or other
transfer of such shares to comply with any such law, regulation or
requirement.  Participants are responsible for complying with all
applicable federal and state securities and other laws, rules and regulations in
connection with any offer, sale or other transfer of the shares of Common Stock
issued under the Plan or any interest therein including, without limitation,
compliance with the registration requirements of the Securities Act of 1933, as
amended (unless an exemption therefrom is available), or with the provisions of
Rule 144 promulgated thereunder, if applicable, or any successor
provisions.  Certificates for shares of Common Stock may be legended
as the Committee shall deem appropriate.


      
        
           


        

        
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        C.    Nontransferability of
Rights

         

      

                 No
Participant shall have the right to assign the right to receive any Stock
Payment or any other right or interest under the Plan, contingent or otherwise,
or to cause or permit any encumbrance, pledge or charge of any nature to be
imposed on any such Stock Payment (prior to the issuance of stock certificates
evidencing such Stock Payment) or any such right or interest.

      


      
        D.    Severability

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

      

       

      
        E.    Governing
Law

      

      


                 To
the extent not preempted by Federal law, the Plan shall be governed by the laws
of the State of Delaware.

      



      
        
           


        

        
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