ex-10b.htm


    
 

    MDU
RESOURCES GROUP, INC.

    


    SUPPLEMENTAL
INCOME SECURITY PLAN

    


    (As
Amended and Restated Effective as of November 13, 2008)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                	
                        Page

                      
	 
      	 
      
	
                        INTRODUCTION

                      	
                        1

                      
	 
      	 
      
	
                        ARTICLE
      I – DEFINITIONS

                      	
                        1

                      
	 
      	 
      
	
                        ARTICLE
      II -- ELIGIBILITY

                      	
                        5

                      
	 
      	 
      
	
                        ARTICLE
      III -- SUPPLEMENTAL DEATH AND RETIREMENT BENEFITS

                      	
                        7

                      
	 
      	 
      
	
                        ARTICLE
      IV -- REPLACEMENT RETIREMENT BENEFITS

                      	
                        16

                      
	 
      	 
      
	
                        ARTICLE
      V -- DISABILITY BENEFITS

                      	
                        19

                      
	 
      	 
      
	
                        ARTICLE
      VI -- MISCELLANEOUS

                      	
                        20

                      
	 
      	 
      
	
                        ARTICLE
      VII -- ADDITIONAL AFFILIATE COMPANIES

                      	
                        29

                      
	 
      	 
      
	
                        APPENDIX
      A – SCHEDULE OF RETIREMENT AND SURVIVORS BENEFITS

                      	
                        31

                      
	 
      	 
      
	
                        APPENDIX
      B – CURRENT PARTICIPANTS ELIGIBLE FOR ARTICLE IV BENEFITS

                      	
                        32

                      
	 	 
	APPENDIX
      C – MDU RESOURCES GROUP, INC. SPECIFIED EMPLOYEE POLICY REGARDING
      COMPENSATION	
                        33

                      


              

            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INTRODUCTION

    


    The objective of the MDU Resources
Group, Inc. Supplemental Income Security Plan (the "Plan") is to provide certain
levels of death 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 MDU Resources Group, Inc. ("Company") Board of
Director’s Compensation Committee (“Compensation Committee”) upon recommendation
of the Chief Executive Officer of the Company (“CEO”).  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 November 13,
2008.

    The Plan is intended to constitute an
unfunded deferred compensation plan maintained by the Company primarily for the
purpose of providing 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 Compensation Committee or any other person to whom the Compensation
Committee 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


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    which the
Company is a member and (b) has been approved by the Compensation Committee upon
recommendation of the Chief Executive Officer 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 November 13, 2008.

    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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.9           “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.

    1.10         "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.

    1.11           “Key Employee” is a
Participant  determined to be a Specified Employee under the Company’s
Specified Employee Policy
Regarding Compensation which was previously adopted by the Company and is
attached as Appendix C.

    1.12           "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.

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

    1.14           “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.

    1.15           "Participant" means a
present or former management or highly compensated Employee selected by the
Compensation Committee upon recommendation of the Chief Executive Officer of the
Company to receive benefits under this Plan.  An Employee
will


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    become a
Participant at the time such Employee commences participation hereunder pursuant
to the provisions of Section 2.1 hereof.

    1.16           "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.

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

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

    1.19           "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.

    1.20           "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.

    1.21           "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.

    1.22           "Standard Underwriting
Factors" means life insurance rating factors utilized by a commercial
life insurance company selected by the  Administrator which are
based


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    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.

    1.23           "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 Compensation Committee upon recommendation
of the Chief Executive Officer 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


    
      
         


      

      
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    threshold
to competitive practice and recommend adjustments accordingly to the
Compensation Committee.

    2.2           Requirements for
Participation.  In order to be eligible to participate in the
Plan, an Employee selected by the Compensation Committee 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) the Participant's
First Eligible Retirement Date if the Participant  elects to receive
retirement benefits under Article III hereof.

    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.


    
      
         


      

      
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    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 Compensation
Committee, 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 or 3.4 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 by the Compensation Committee upon recommendation of the
Chief Executive Officer at the time of the Participant's commencement of
participation in the Plan, and may be  increased from time to time
thereafter by the Compensation Committee upon recommendation of the Chief
Executive Officer.  Subject to the discretion of the Compensation
Committee upon recommendation of the Chief Executive Officer, a Participant
shall generally  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.   Increases in Salary do not automatically result in
increases to a Participant's level of benefits.  Without limiting the
scope of the immediately preceding sentence, it is


    
      
         


      

      
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    intended
that increases 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 Compensation Committee upon recommendation of
the Chief Executive Officer 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 Compensation Committee upon recommendation of the Chief
Executive Officer 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


    
      
         


      

      
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    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 Administrator, 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


    
      
         


      

      
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    (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.

    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


    
      
         


      

      
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    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 death benefit (or a combination of
retirement and death 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 death
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 death
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) or Section 3.4 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


    
      
         


      

      
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    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 Key Employee’s last day of employment (or the
      first business day after the Key Employee’s last day of employment should
      the last day of employment be a non-business
      day).   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

            


    


    
      
         


      

      
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    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.


    
      
         


      

      
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    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
are 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  Administrator
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


    
      
         


      

      
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    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


    
      
         


      

      
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    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 Compensation
Committee upon recommendation of 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 Pre-Jobs Act benefits under this Article III may, at the sole
discretion of the Compensation Committee upon recommendation of the Chief
Executive Officer of the Company, result in the suspension of Pre-Jobs Act
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


    
      
         


      

      
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    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.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (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
Key Employee’s last day of employment (or the first business day after the Key
Employee’s last day of employment should the last day of employment be a
non-business day).   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


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    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)           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 two (2)
years of


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    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.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    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.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    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)           Right to File a
Claim.  Participants and Beneficiaries are entitled to file a
claim with respect to benefits or other aspects of the operation of the
Plan.  The claim is required to be in writing and must be made to the
Administrator.

    (b)           Denial of
Claim.  If the claim is denied by the Administrator, the
claimant shall be notified in writing within ninety (90) days after receipt of
the claim or within one hundred eighty (180) days after such receipt if special
circumstances require an extension of time.  If special circumstances
require an extension of time in order to review the claim, the claimant will be
furnished with a written notice of the extension of time within the initial
ninety (90) day period.  The notice will include an explanation of the
special circumstances that require an extension and the date by which the
Administrator expects to make its determination.  In no event,
however, will the extension of time exceed 180 days from the date of the receipt
of the claim by the Administrator.  A written notice of denial of the
claim shall contain the following information:

     

    (i)           Specific
reason or reasons for the denial;

     

     

    (ii)           Specific
reference to the pertinent provisions of the Plan on which the denial is
based;

     


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (iii)           A
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why the material or information is
necessary; and

     

     

    (iv)           A
description of the Plan’s review procedures and the time limits applicable to
the procedures, including a statement of the claimant’s right to bring a civil
action under Section 502(a) of ERISA following a denial upon review of the
claim.

     

    (c)           Claims Review
Procedure.

    (i)           Participants
or Beneficiaries may request that the Administrator review the denial of the
claim.  Such request must be made within sixty (60) days following the
date the claimant received written notice of the denial of the
claim.  The Administrator shall afford the claimant a full and fair
review of the decision denying the claim and shall:

     

    (A)           Provide,
upon request and free of charge, reasonable access to and copies of all
documents, records, and other information relevant to the claim;
and

     

     

    (B)           Permit
the claimant to submit written comments, documents, records, and other
information relating to the claim.

     

     

    (ii)           The
decision on review by the Administrator shall be in writing and shall be issued
within sixty (60) days following receipt of the request

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    for
review.  The period for decision may be extended to a date not later
than one-hundred and twenty (120) days after such receipt if the Administrator
determines that special circumstances require extension.  If special
circumstances require an extension of time, the claimant shall be furnished
written notice prior to the termination of the initial sixty (60) day
period which explains the special circumstances requiring an extension of time
and the date by which the Administrator expects to render its decision on
review.  The decision on review shall include:

     

     

    (A)           Specific
reason or reasons for the adverse determination;

     

     

    (B)           References
to the specific provisions in the Plan on which the determination is
based;

     

     

    (C)           A
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of all documents, records, and other
information relevant to the claimant’s claim; and

     

     

    (D)           A statement of the
claimant’s right to bring an action under Section 502(c) of
ERISA.

     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


                                                    
(iii)           Any
action required or authorized to be taken by the claimant pursuant to this
Section may be taken by a representative authorized in writing by the claimant
to represent the claimant.

     

    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

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    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
      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;

            


    

    
      	
               
      

            	
              (vi)

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

            


    

    
      	
               
      

            	
              (vii)

            	
              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;

            


    

    
      	
               
      

            	
                             
      (viii)

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

            


    

    
      	
               
      

            	
              (ix)

            	
              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


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    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 , 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  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  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,


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    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


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    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 Compensation Committee upon recommendation of the Chief Executive
Officer, upon the following conditions:

    
      	
               
      

            	
              (i)

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

            


    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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 Compensation Committee upon
recommendation of the Chief Executive Officer.

    7.2           Effect of
Participation.  Each Employer which with the consent of the
Compensation Committee upon recommendation 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.

    


    



    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    APPENDIX  A

    SCHEDULE
OF RETIREMENT AND SURVIVORS BENEFITS

    
      
        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                  Monthly

                	 
      	
                  Monthly

                	 
      
	 
      	
                  Level

                	
                  Salary

                	 
      	 
      	 
      	
                  Retirement
      Benefit

                	 
      	
                  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

                	 
      


        

      

    

    



    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    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


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    APPENDIX
C

    


    MDU RESOURCES GROUP,
INC.

    Specified Employee Policy
Regarding Compensation

    


    Effective
November 14, 2007, for purposes of all plans, agreements and other arrangements
of MDU Resources Group, Inc. (the “Company”) and its affiliates that are subject
to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
the determination of employees who are “Specified Employees,” shall be
determined under this policy (“Policy”).

    


    
      	
              1.

            	
              Establishment of Specified
      Employee List.  Between January 1st
      and April 1st
      of each calendar year, the Company shall establish a “Specified Employee
      List.”  The Specified Employee List shall become effective on
      April 1st
      of the calendar year in which the Specified Employee List is established
      and shall cease to be effective on March 31st
      of the following calendar year.  Any employee who, as of his or
      her termination of service, is on the Specified Employee List then in
      effect shall be considered a “Specified Employee” for purposes of Section
      409A.

            


    

    


    
      	
              2.

            	
              Inclusion on the Specified
      Employee List.  The Specified Employee List shall include
      all employees who, at any time during the Determination Year, met the
      requirements of Code Section 416(i)(l)(A)(i), (ii) or (iii) and the
      related regulations (but without regard to Code Section
      415(i)(5)).  For this purpose, “Determination Year” shall mean
      the calendar year ending on the December 31st
      prior to the April 1st
      when the Specified Employee List becomes effective.  For
      purposes of determining which employees met the requirements of Code
      Section 416(i)(l)(A)(i), (ii) or (iii) and the related regulations (but
      without regard to Code Section 415(i)(5)), the term compensation shall
      have the meaning set forth in Treas. Reg.
  §1.415(c)-2(a).

            


    

    


    
      	
              3.

            	
              Delayed
      Payments.  If any employee is determined to be a
      Specified Employee under this Policy, any payment made to such employee
      under any plan, agreement or arrangement that is subject to Code Section
      409A may not be made before the date that is six months after the date of
      such separation from service (or, if earlier than the end of such
      six-month period, the date of death of the Specified
      Employee).  This Policy shall not apply to any payment that is
      not treated as deferred compensation under, or is otherwise excluded from,
      the requirements of Code Section 409A and the regulations promulgated
      thereunder.

            


    

    


    
      	
              4.

            	
              Changes to
      Policy.  The Company may amend or modify this Policy at
      any time; provided, however, that any changes made to the period during
      which the Specified Employee List is effective or the Determination Year
      shall not take effect for a period of at least 12 months and any changes
      made to the definition of compensation shall not take effect until the
      next following Specified Employee Effective
  Date.

            


    

    



    
      
         


      

      
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