MDU RESOURCES GROUP INC
1997 EXECUTIVE LONG-TERM INCENTIVE PLAN
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<TYPE>EX-10
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<FILENAME>exhlongterm.txt
<DESCRIPTION>1997 EXECUTIVE LONG-TERM INCENTIVE PLAN
<TEXT>


                   MDU RESOURCES GROUP, INC.
            1997 EXECUTIVE LONG-TERM INCENTIVE PLAN

Article 1. Establishment, Purpose and Duration

      1.1  Establishment of the Plan.  MDU Resources Group,
Inc., a Delaware corporation (hereinafter referred to as the
"Company"),  hereby  establishes an  incentive  compensation
plan  to  be  known as the "MDU Resources Group,  Inc.  1997
Executive Long-Term Incentive Plan" (hereinafter referred to
as  the  "Plan"), as set forth in this document.   The  Plan
permits  the  grant  of Nonqualified Stock  Options  (NQSO),
Incentive  Stock  Options (ISO), Stock  Appreciation  Rights
(SAR),  Restricted  Stock,  Performance  Units,  Performance
Shares and other awards.

      The  Plan shall become effective when approved by  the
stockholders  at the annual meeting on April 22,  1997  (the
"Effective Date"), and shall remain in effect as provided in
Section 1.3 herein.

      1.2  Purpose of the Plan.  The purpose of the Plan  is
to  promote the success and enhance the value of the Company
by  linking the personal interests of Participants to  those
of Company stockholders and customers.

      The Plan is further intended to provide flexibility to
the  Company in its ability to motivate, attract and  retain
the  services of Participants upon whose judgment,  interest
and  special effort the successful conduct of its operations
is largely dependent.

      1.3  Duration of the Plan.  The Plan shall commence on
the  Effective Date, as described in Section 1.1 herein, and
shall remain in effect, subject to the right of the Board of
Directors  to  terminate the Plan at any  time  pursuant  to
Article 15 herein, until all Shares subject to it shall have
been   purchased  or  acquired  according  to   the   Plan's
provisions.  However, in no event may an Award be made under
the Plan on or after the day immediately preceding the tenth
anniversary of the Effective Date.

Article 2. Definitions

      Whenever  used in the Plan, the following terms  shall
have the meanings set forth below and, when such meaning  is
intended, the initial letter of the word is capitalized:

      2.1  "Award"  means, individually or collectively,  a
grant under the Plan of NQSOs, ISOs, SARs, Restricted Stock,
Performance Units, Performance Shares or any other  type  of
award permitted under Article 10 of the Plan.

      2.2  "Award Agreement" means an agreement entered into
by each Participant and the Company, setting forth the terms
and   provisions  applicable  to  an  Award  granted  to   a
Participant under the Plan.

      2.3  "Base Value" of an SAR shall have the meaning set
forth in Section 7.1 herein.

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

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

      2.6  "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

      2.7  "Committee" means the Committee, as specified  in
Article  3,  appointed by the Board to administer  the  Plan
with respect to Awards.

      2.8  "Company"  means MDU Resources  Group,  Inc.,  a
Delaware  corporation, or any successor thereto as  provided
in Article 17 herein.

      2.9  "Covered Employee" means any Participant who would
be  considered a "Covered Employee" for purposes of  Section
162(m) of the Code.

      2.10 "Director" means any individual who is a member of
the Board of Directors of the Company.

      2.11 "Disability"    means   "permanent   and   total
disability" as defined under Section 22(e)(3)of the Code.

      2.12 "Dividend Equivalent" means, with respect to Shares
subject  to an Award, a right to be paid an amount equal  to
dividends declared on an equal number of outstanding Shares.

      2.13 "Eligible  Employee" means an  Employee  who  is
eligible to participate in the Plan, as set forth in Section
5.1 herein.

      2.14 "Employee"  means  any full-time  or  regularly-
scheduled  part-time  employee of  the  Company  or  of  the
Company's Subsidiaries, who is not covered by any collective
bargaining  agreement to which the Company  or  any  of  its
Subsidiaries  is a party.  Directors who are  not  otherwise
employed  by  the Company shall not be considered  Employees
for  purposes  of  the  Plan.  For  purposes  of  the  Plan,
transfer of employment of a Participant between the  Company
and  any  one  of its Subsidiaries (or between Subsidiaries)
shall not be deemed a termination of employment.

      2.15 "Exchange Act" means the Securities Exchange  Act
of  1934, as amended from time to time, or any successor act
thereto.

      2.16 "Exercise Period" means the period during which an
SAR  or  Option is exercisable, as set forth in the  related
Award Agreement.

      2.17 "Fair Market Value" shall mean the average of the
high  and  low  sale prices as reported in the  consolidated
transaction reporting system or, if there is no such sale on
the relevant date, then on the last previous day on which  a
sale was reported.

      2.18 "Freestanding SAR" means an SAR that is  granted
independently of any Option.

      2.19 "Incentive Stock Option" or "ISO" means an option
to purchase Shares, granted under Article 6 herein, which is
designated  as  an Incentive Stock Option and satisfies  the
requirements of Section 422 of the Code.

      2.20 "Nonqualified  Stock Option" or  "NQSO"  means  an
option  to purchase Shares, granted under Article 6  herein,
which  is not intended to be an Incentive Stock Option under
Section 422 of the Code.

      2.21 "Option" means an Incentive Stock  Option  or  a
Nonqualified Stock Option.

      2.22 "Option Price" means the price at which a  Share
may be purchased by a Participant pursuant to an Option,  as
determined  by  the Committee and set forth  in  the  Option
Award Agreement.

      2.23 "Participant" means an Employee of the Company who
has outstanding an Award granted under the Plan.

      2.24  "Performance Goals" means the performance  goals
established by the Committee, which shall be based on one or
more of the following measures:  sales or revenues, earnings
per  share,  shareholder  return and/or  value,  funds  from
operations, operating income, gross income, net income, cash
flow,  return on equity, return on capital, earnings  before
interest,   operating   ratios,   stock   price,    customer
satisfaction,   accomplishment  of  mergers,   acquisitions,
dispositions or similar extraordinary business transactions,
profit  returns and margins, financial return ratios  and/or
market  performance.   Performance  goals  may  be  measured
solely on a corporate subsidiary or business unit basis,  or
a   combination  thereof.   Performance  goals  may  reflect
absolute  entity  performance or a  relative  comparison  of
entity  performance to the performance of a  peer  group  of
entities or other external measure.

      2.25 "Performance Unit" means an Award granted to  an
Employee, as described in Article 9 herein.

      2.26 "Performance Share" means an Award granted to  an
Employee, as described in Article 9 herein.

      2.27 "Period of Restriction" means the period  during
which  the transfer of Restricted Stock is limited  in  some
way, as provided in Article 8 herein.

      2.28 "Person" shall have the meaning ascribed to  such
term  in  Section 3(a)(9) of the Exchange Act,  as  used  in
Sections  13(d) and 14(d) thereof, including  usage  in  the
definition of a "group" in Section 13(d) thereof.

      2.29  "Qualified Restricted Stock" means an  Award  of
Restricted Stock designated as Qualified Restricted Stock by
the  Committee at the time of grant and intended to  qualify
for  the  exemption  from  the limitation  on  deductibility
imposed  by Section 162(m) of the Code that is set forth  in
Section 162(m)(4)(C).

      2.30 "Restricted Stock" means an Award of Shares granted
to a Participant pursuant to Article 8 herein.

      2.31 "Shares" means the shares of common stock  of  the
Company.

      2.32 "Stock Appreciation Right" or "SAR" means a right,
granted  alone  or  in  connection with  a  related  Option,
designated  as an SAR, to receive a payment on the  day  the
right  is  exercised, pursuant to the  terms  of  Article  7
herein.   Each  SAR shall be denominated  in  terms  of  one
Share.

      2.33 "Subsidiary"  means any corporation  that  is  a
"subsidiary  corporation" of the Company  as  that  term  is
defined in Section 424(f) of the Code.

      2.34 "Tandem  SAR" means an SAR that  is  granted  in
connection  with  a  related Option, the exercise  of  which
shall  require forfeiture of the right to purchase  a  Share
under  the  related  Option (and when a Share  is  purchased
under   the  Option,  the  Tandem  SAR  shall  be  similarly
canceled).

Article 3. Administration

      3.1  The Committee.  The Plan shall be administered by
the  Compensation Committee of the Board, or  by  any  other
Committee  appointed  by  the Board.   The  members  of  the
Committee shall be appointed from time to time by, and shall
serve at the discretion of, the Board of Directors.

      3.2  Authority of the Committee.  The Committee shall
have  full  power except as limited by law, the Articles  of
Incorporation and the Bylaws of the Company, subject to such
other  restricting  limitations  or  directions  as  may  be
imposed  by the Board and subject to the provisions  herein,
to  determine the size and types of Awards; to determine the
terms  and  conditions of such Awards in a manner consistent
with  the Plan; to construe and interpret the Plan  and  any
agreement  or  instrument entered into under  the  Plan;  to
establish,  amend  or  waive rules and regulations  for  the
Plan's  administration; and (subject to  the  provisions  of
Article 15 herein) to amend the terms and conditions of  any
outstanding  Award.  Further, the Committee shall  make  all
other determinations which may be necessary or advisable for
the  administration of the Plan.  As permitted by  law,  the
Committee   may  delegate  its  authorities  as   identified
hereunder.

      3.3  Restrictions  on  Share  Transferability.   The
Committee  may  impose  such  restrictions  on  any   Shares
acquired  pursuant to Awards under the Plan as it  may  deem
advisable,  including, without limitation,  restrictions  to
comply  with  applicable Federal securities laws,  with  the
requirements of any stock exchange or market upon which such
Shares  are then listed and/or traded and with any blue  sky
or state securities laws applicable to such Shares.

      3.4  Approval.   The  Board or  the  Committee  shall
approve  all  Awards made under the Plan and  all  elections
made by Participants, prior to their effective date, to  the
extent  necessary  to  comply  with  Rule  16b-3  under  the
Exchange Act.

      3.5  Decisions  Binding.   All  determinations   and
decisions  made by the Committee pursuant to the  provisions
of  the  Plan and all related orders or resolutions  of  the
Board shall be final, conclusive and binding on all persons,
including   the   Company,   its  stockholders,   Employees,
Participants and their estates and beneficiaries.

      3.6  Costs.   The  Company shall  pay  all  costs  of
administration of the Plan.

Article 4. Shares Subject to the Plan

      4.1  Number of Shares.  Subject to Section 4.2 herein,
the  maximum number of Shares available for grant under  the
Plan  shall  be  5,800,000.   Shares  underlying  lapsed  or
forfeited Awards, or Awards that are not paid in Shares, may
be  reused for other Awards.  Shares granted pursuant to the
Plan  may  be (i) authorized but unissued Shares  of  Common
Stock,  (ii)  treasury shares, or (iii) shares purchased  on
the open market.

      4.2  Adjustments in Authorized Shares.  In the event of
any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock split, stock dividend, split-
up,  share  combination  or other change  in  the  corporate
structure   of  the  Company  affecting  the  Shares,   such
adjustment shall be made in the number and class  of  Shares
which may be delivered under the Plan, and in the number and
class  of  and/or  price  of Shares subject  to  outstanding
Awards  granted under the Plan, as may be determined  to  be
appropriate  and  equitable by the Committee,  in  its  sole
discretion,  to prevent dilution or enlargement  of  rights;
provided, however, that the number of Shares subject to  any
Award  shall always be a whole number.  Notwithstanding  the
foregoing,  (i)  each such adjustment  with  respect  to  an
Incentive  Stock  Option  shall comply  with  the  rules  of
Section  424(a) of the Code and (ii) in no event  shall  any
adjustment  be  made which would render any Incentive  Stock
Option granted hereunder to be other than an incentive stock
option for purposes of Section 422 of the Code.

      4.3  Individual Limitations.  Subject to Section  4.2
herein, (i) the total number of Shares with respect to which
Options or SARs may be granted in any calendar year  to  any
Covered Employee shall not exceed 1,000,000 Shares; (ii) the
total  number of shares of Qualified Restricted  Stock  that
may  be granted in any calendar year to any Covered Employee
shall not exceed 1,000,000 Shares; (iii) the total number of
Performance Shares or Performance Units that may be  granted
in  any  calendar  year to any Covered  Employee  shall  not
exceed  1,000,000 Shares or Units, as the case may be;  (iv)
the  total number of Shares that are intended to qualify for
deduction under Section 162(m) of the Code granted  pursuant
to  Article  10 herein in any calendar year to  any  Covered
Employee  shall not exceed 1,000,000 Shares; (v)  the  total
cash  Award that is intended to qualify for deduction  under
Section  162(m)  of the Code that may be  paid  pursuant  to
Article  10  herein  in any calendar  year  to  any  Covered
Employee shall not exceed $6,000,000; and (vi) the aggregate
number  of Dividend Equivalents that are intended to qualify
for  deduction  under Section 162(m)  of  the  Code  that  a
Covered Employee may receive in any calendar year shall  not
exceed $6,000,000.

Article 5. Eligibility and Participation

      5.1  Eligibility.  Persons eligible to participate  in
the  Plan  include  all officers and key  employees  of  the
Company   and  its  Subsidiaries,  as  determined   by   the
Committee, including Employees who are members of the Board,
but excluding Directors who are not Employees.

      5.2  Actual Participation.  Subject to the provisions
of  the  Plan, the Committee may, from time to time,  select
from  all  eligible Employees those to whom Awards shall  be
granted  and shall determine the nature and amount  of  each
Award.

Article 6. Stock Options

      6.1  Grant  of  Options.  Subject to  the  terms  and
conditions  of  the  Plan, Options  may  be  granted  to  an
Eligible  Employee at any time and from  time  to  time,  as
shall be determined by the Committee.

      The  Committee  shall  have  complete  discretion  in
determining the number of Shares subject to Options  granted
to  each  Participant  (subject to Article  4  herein)  and,
consistent  with the provisions of the Plan, in  determining
the  terms  and conditions pertaining to such Options.   The
Committee may grant ISOs, NQSOs, or a combination thereof.

      6.2  Option Award Agreement.  Each Option grant shall
be evidenced by an Option Award Agreement that shall specify
the  Option  Price, the term of the Option,  the  number  of
Shares to which the Option pertains, the Exercise Period and
such  other  provisions  as the Committee  shall  determine,
including  but  not  limited  to  any  rights  to   Dividend
Equivalents.  The Option Award Agreement shall also  specify
whether the Option is intended to be an ISO or an NQSO.

      The Option Price for each Share purchasable under  any
Incentive Stock Option granted hereunder shall be  not  less
than one hundred percent (100%) of the Fair Market Value per
Share  at  the  date  the Option is granted;  and  provided,
further,  that  in  the  case of an Incentive  Stock  Option
granted  to  a person who, at the time such Incentive  Stock
Option is granted, owns shares of stock of the Company or of
any Subsidiary which possess more than ten percent (10%)  of
the total combined voting power of all classes of shares  of
stock  of the Company or of any Subsidiary, the Option Price
for  each  Share  shall  be not less than  one  hundred  ten
percent  (110%) of the Fair Market Value per  Share  at  the
date  the  Option  is  granted.  The Option  Price  will  be
subject  to adjustment in accordance with the provisions  of
Section 4.2 of the Plan.

      No  Incentive  Stock  Option by  its  terms  shall  be
exercisable after the expiration of ten (10) years from  the
date  of grant of the Option; provided, however, in the case
of an Incentive Stock Option granted to a person who, at the
time  such  Option is granted, owns shares of stock  of  the
Company  or  of  any  Subsidiary possessing  more  than  ten
percent  (10%)  of the total combined voting  power  of  all
classes  of  shares  of  stock of  the  Company  or  of  any
Subsidiary, such Option shall not be exercisable  after  the
expiration  of five (5) years from the date such  Option  is
granted.

      6.3  Exercise  of  and Payment for Options.   Options
granted  under the Plan shall be exercisable at  such  times
and  be  subject to such restrictions and conditions as  the
Committee shall in each instance approve.

      A Participant may exercise an Option at any time during
the  Exercise  Period.  Options shall be  exercised  by  the
delivery  of a written notice of exercise to the Company  or
its  designee,  setting  forth the  number  of  Shares  with
respect  to which the Option is to be exercised, accompanied
by provisions for full payment for the Shares.

      The Option Price upon exercise of any Option shall  be
payable  either:  (a)  in  cash or its  equivalent,  (b)  by
tendering  previously acquired Shares  having  an  aggregate
Fair Market Value at the time of exercise equal to the total
Option  Price  (provided that the Shares which are  tendered
must have been held by the Participant for at least six  (6)
months  prior to their tender to satisfy the Option  Price),
(c) by share withholding, (d) by cashless exercise or (e) by
a combination of (a),(b),(c), and/or (d).

      As  soon  as  practicable after receipt of  a  written
notification  of  exercise of an Option and  provisions  for
full  payment  therefor, there shall  be  delivered  to  the
Participant,  in the Participant's name, Share  certificates
in  an  appropriate amount based upon the number  of  Shares
purchased under the Option(s).

      6.4  Termination  of Employment.  Each  Option  Award
Agreement   shall  set  forth  the  extent  to   which   the
Participant  shall  have the right to  exercise  the  Option
following  termination of the Participant's employment  with
the Company and its Subsidiaries.  Such provisions shall  be
determined in the sole discretion of the Committee  (subject
to  applicable law), shall be included in the  Option  Award
Agreement  entered  into  with  Participants,  need  not  be
uniform  among all Options granted pursuant to the  Plan  or
among Participants and may reflect distinctions based on the
reasons for termination of employment.  If the employment of
a  Participant  by  the  Company or  by  any  Subsidiary  is
terminated  for any reason other than death,  any  Incentive
Stock  Option  granted  to  such  Participant  may  not   be
exercised later than three (3) months (one (1) year  in  the
case  of  termination due to Disability) after the  date  of
such termination of employment.

      6.5  Transferability of Options.  Except as otherwise
determined  by  the Committee and set forth  in  the  Option
Award  Agreement, no Option granted under the  Plan  may  be
sold, transferred, pledged, assigned, or otherwise alienated
or  hypothecated,  other than by will  or  by  the  laws  of
descent  and  distribution, and all Incentive Stock  Options
granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.

Article 7. Stock Appreciation Rights

      7.1  Grant  of  SARs.   Subject  to  the  terms  and
conditions of the Plan, an SAR may be granted to an Eligible
Employee  at  any  time and from time to time  as  shall  be
determined  by  the  Committee.   The  Committee  may  grant
Freestanding SARs, Tandem SARs or any combination  of  these
forms of SAR.

      The  Committee  shall  have  complete  discretion  in
determining  the number of SARs granted to each  Participant
(subject  to  Article  4 herein) and,  consistent  with  the
provisions  of  the  Plan,  in  determining  the  terms  and
conditions pertaining to such SARs.

      The  Base Value of a Freestanding SAR shall equal  the
Fair  Market  Value of a Share on the date of grant  of  the
SAR.   The Base Value of Tandem SARs shall equal the  Option
Price of the related Option.

      7.2  SAR  Award Agreement.  Each SAR grant  shall  be
evidenced  by an SAR Award Agreement that shall specify  the
number of SARs granted, the Base Value, the term of the SAR,
the  Exercise  Period  and  such  other  provisions  as  the
Committee shall determine.

      7.3  Exercise and Payment of SARs.  Tandem SARs may be
exercised  for  all  or part of the Shares  subject  to  the
related  Option upon the surrender of the right to  exercise
the  equivalent portion of the related Option.  A Tandem SAR
may  be exercised only with respect to the Shares for  which
its related Option is then exercisable.

      Notwithstanding any other provision of the Plan to the
contrary, with respect to a Tandem SAR granted in connection
with  an  ISO: (i) the Tandem SAR will expire no later  than
the  expiration of the underlying ISO; (ii) the value of the
payout  with  respect to the Tandem SAR may be for  no  more
than  one  hundred percent (100%) of the difference  between
the  Option Price of the underlying ISO and the Fair  Market
Value  of  the Shares subject to the underlying ISO  at  the
time  the Tandem SAR is exercised; and (iii) the Tandem  SAR
may  be  exercised only when the Fair Market  Value  of  the
Shares  subject to the ISO exceeds the Option Price  of  the
ISO.

      Freestanding SARs may be exercised upon whatever terms
and  conditions  the  Committee,  in  its  sole  discretion,
imposes upon them.

      A  Participant may exercise an SAR at any time  during
the  Exercise  Period.   SARs  shall  be  exercised  by  the
delivery  of  a written notice of exercise to  the  Company,
setting  forth  the  number of SARs being  exercised.   Upon
exercise  of  an  SAR, a Participant shall  be  entitled  to
receive payment from the Company in an amount equal  to  the
product of:

      (a)  the excess of (i) the Fair Market Value of  a
           Share  on the date of exercise over (ii) the  Base
           Value multiplied by

      (b)  the  number of Shares with respect to  which
           the SAR is exercised.

      At the sole discretion of the Committee, the payment to
the  Participant upon SAR exercise may be in cash, in Shares
of equivalent value, or in some combination thereof.

      7.4  Termination  of  Employment.   Each  SAR  Award
Agreement   shall  set  forth  the  extent  to   which   the
Participant  shall  have  the  right  to  exercise  the  SAR
following  termination of the Participant's employment  with
the Company and its Subsidiaries.  Such provisions shall  be
determined in the sole discretion of the Committee, shall be
included  in  the  SAR  Award Agreement  entered  into  with
Participants,  need not be uniform among  all  SARs  granted
pursuant  to the Plan or among Participants and may  reflect
distinctions  based  on  the  reasons  for  termination   of
employment.

      7.5  Transferability of SARs.   Except  as  otherwise
determined by the Committee and set forth in the  SAR  Award
Agreement,  no  SAR  granted under the  Plan  may  be  sold,
transferred,  pledged, assigned, or otherwise  alienated  or
hypothecated, other than by will or by the laws  of  descent
and  distribution,  and all SARs granted  to  a  Participant
under  the  Plan  shall be exercisable  during  his  or  her
lifetime  only  by  such Participant or  his  or  her  legal
representative.

Article 8. Restricted Stock

      8.1  Grant of Restricted Stock.  Subject to the terms
and  conditions of the Plan, Restricted Stock may be granted
to Eligible  Employees at any time and from time to time, as
shall be determined by the Committee.

      The  Committee  shall  have  complete  discretion  in
determining the number of shares of Restricted Stock granted
to  each  Participant  (subject to Article  4  herein)  and,
consistent  with the provisions of the Plan, in  determining
the  terms  and  conditions pertaining  to  such  Restricted
Stock.

      In addition, the Committee may, prior to or at the time
of   grant,  designate  an  Award  of  Restricted  Stock  as
Qualified Restricted Stock, in which event it will condition
the  grant  or  vesting, as applicable,  of  such  Qualified
Restricted  Stock  upon the attainment  of  the  Performance
Goals selected by the Committee.

      8.2  Restricted Stock Award Agreement.  Each Restricted
Stock  grant shall be evidenced by a Restricted Stock  Award
Agreement  that  shall  specify the  Period  or  Periods  of
Restriction,  the number of Restricted Stock Shares  granted
and such other provisions as the Committee shall determine.

      8.3  Transferability.   Restricted  Stock   granted
hereunder  may not be sold, transferred, pledged,  assigned,
or  otherwise alienated or hypothecated until the end of the
applicable   Period  of  Restriction  established   by   the
Committee  and  specified  in  the  Restricted  Stock  Award
Agreement.  All rights with respect to the Restricted  Stock
granted  to a Participant under the Plan shall be  available
during  his or her lifetime only to such Participant or  his
or her legal representative.

      8.4  Certificate Legend.  Each certificate representing
Restricted  Stock granted pursuant to the Plan  may  bear  a
legend substantially as follows:

      "The sale or other transfer of the shares of stock
      represented    by   this   certificate,    whether
      voluntary, involuntary or by operation of law,  is
      subject to certain restrictions on transfer as set
      forth  in MDU Resources Group, Inc. 1997 Executive
      Long-Term  Incentive  Plan, and  in  a  Restricted
      Stock  Award Agreement.  A copy of such  Plan  and
      such  Agreement may be obtained from MDU Resources
      Group, Inc."

      The  Company  shall  have  the  right  to  retain  the
certificates representing Restricted Stock in the  Company's
possession until such time as all restrictions applicable to
such Shares have been satisfied.

      8.5  Removal of Restrictions.  Restricted Stock shall
become freely transferable by the Participant after the last
day  of the Period of Restriction applicable thereto.   Once
Restricted  Stock  is  released from the  restrictions,  the
Participant shall be entitled to have the legend referred to
in Section 8.4 removed from his or her stock certificate.

      8.6  Voting Rights.  During the Period of Restriction,
Participants  holding  Restricted Stock  may  exercise  full
voting rights with respect to those Shares.

      8.7  Dividends and Other Distributions.  Subject to the
Committee's  right to determine otherwise  at  the  time  of
grant,   during  the  Period  of  Restriction,  Participants
holding  Restricted  Stock shall receive  all  regular  cash
dividends paid with respect to all Shares while they are  so
held.   All  other distributions paid with respect  to  such
Restricted  Stock shall be credited to Participants  subject
to    the   same   restrictions   on   transferability   and
forfeitability as the Restricted Stock with respect to which
they  were paid and shall be paid to the Participant  within
forty-five  (45)  days following the  full  vesting  of  the
Restricted  Stock  with respect to which such  distributions
were made.

      8.8  Termination of Employment.  Each Restricted Stock
Award  Agreement  shall set forth the extent  to  which  the
Participant  shall  have  the  right  to  receive   unvested
Restricted  Stock following termination of the Participant's
employment  with  the  Company and its  Subsidiaries.   Such
provisions shall be determined in the sole discretion of the
Committee,  shall be included in the Restricted Stock  Award
Agreement  entered  into  with  Participants,  need  not  be
uniform  among  all  grants  of Restricted  Stock  or  among
Participants  and  may  reflect distinctions  based  on  the
reasons for termination of employment.

Article 9. Performance Units and Performance Shares

      9.1  Grant of Performance Units and Performance Shares.
Subject to the terms and conditions of the Plan, Performance
Units  and/or  Performance  Shares  may  be  granted  to  an
Eligible  Employee at any time and from  time  to  time,  as
shall be determined by the Committee.

      The  Committee  shall  have  complete  discretion  in
determining   the   number  of  Performance   Units   and/or
Performance  Shares granted to each Participant (subject  to
Article 4 herein) and, consistent with the provisions of the
Plan, in determining the terms and conditions pertaining  to
such Awards.

      9.2  Performance   Unit/Performance   Share   Award
Agreement.    Each   grant  of  Performance   Units   and/or
Performance Shares shall be evidenced by a Performance  Unit
and/or  Performance Share Award Agreement that shall specify
the  number  of Performance Units and/or Performance  Shares
granted,  the initial value (if applicable), the Performance
Period,  the Performance Goals and such other provisions  as
the Committee shall determine, including but not limited  to
any rights to Dividend Equivalents.

      9.3  Value  of Performance Units/Performance  Shares.
Each  Performance Unit shall have an initial value  that  is
established  by  the Committee at the time  of  grant.   The
value  of  a  Performance Share shall be equal to  the  Fair
Market   Value  of  a  Share.   The  Committee   shall   set
Performance Goals in its discretion which, depending on  the
extent  to  which  they are met, will determine  the  number
and/or  value of Performance Units/Performance  Shares  that
will  be  paid  out to the Participants.   The  time  period
during  which  the Performance Goals must be  met  shall  be
called a "Performance Period."

      9.4  Earning of Performance Units/Performance Shares.
After  the  applicable  Performance Period  has  ended,  the
holder  of  Performance Units/Performance  Shares  shall  be
entitled to receive a payout with respect to the Performance
Units/Performance Shares earned by the Participant over  the
Performance  Period, to be determined as a function  of  the
extent  to  which the corresponding Performance  Goals  have
been achieved.

      9.5  Form  and  Timing  of  Payment  of  Performance
Units/Performance  Shares.  Payment  of  earned  Performance
Units/Performance Shares shall be made following  the  close
of the applicable Performance Period.  The Committee, in its
sole     discretion,    may    pay    earned     Performance
Units/Performance  Shares in cash or  in  Shares  (or  in  a
combination  thereof), which have an aggregate  Fair  Market
Value   equal   to  the  value  of  the  earned  Performance
Units/Performance  Shares at the  close  of  the  applicable
Performance Period.  Such Shares may be granted  subject  to
any restrictions deemed appropriate by the Committee.

      9.6  Termination  of  Employment.   Each  Performance
Unit/Performance Share Award Agreement shall set  forth  the
extent  to  which the Participant shall have  the  right  to
receive   a   Performance  Unit/Performance  Share   payment
following  termination of the Participant's employment  with
the  Company  and  its  Subsidiaries  during  a  Performance
Period.   Such provisions shall be determined  in  the  sole
discretion of the Committee, shall be included in the  Award
Agreement  entered  into  with  Participants,  need  not  be
uniform  among  all  grants of Performance Units/Performance
Shares  or  among Participants and may reflect  distinctions
based on reasons for termination of employment.

      9.7  Transferability.  Except as otherwise determined
by   the   Committee  and  set  forth  in  the   Performance
Unit/Performance   Share   Award   Agreement,    Performance
Units/Performance  Shares  may  not  be  sold,  transferred,
pledged,  assigned or otherwise alienated  or  hypothecated,
other   than  by  will  or  by  the  laws  of  descent   and
distribution,  and a Participant's rights  with  respect  to
Performance Units/Performance Shares granted under the  Plan
shall be available during the Participant's lifetime only to
such Participant or the Participant's legal representative.

Article 10.  Other Awards

      The  Committee  shall have the right  to  grant  other
Awards  which may include, without limitation, the grant  of
Shares  based on attainment of Performance Goals established
by  the Committee, the payment of Shares in lieu of cash, or
cash based on attainment of Performance Goals established by
the  Committee, and the payment of Shares in  lieu  of  cash
under  other  Company incentive or bonus programs.   Payment
under or settlement of any such Awards shall be made in such
manner and at such times as the Committee may determine.

Article 11.  Beneficiary Designation

      Each Participant under the Plan may, from time to time,
name  any  beneficiary or beneficiaries (who  may  be  named
contingently or successively) to whom any benefit under  the
Plan is to be paid in case of his or her death before he  or
she  receives  any  or  all  of  such  benefit.   Each  such
designation shall revoke all prior designations by the  same
Participant,  shall be in a form prescribed by the  Company,
and will be effective only when filed by the Participant  in
writing  with the Company during the Participant's lifetime.
In  the  absence of any such designation, benefits remaining
unpaid  at  the  Participant's death shall be  paid  to  the
Participant's estate.

      The  spouse  of a married Participant domiciled  in  a
community   property  jurisdiction   shall   join   in   any
designation of beneficiary or beneficiaries other  than  the
spouse.

Article 12.  Deferrals

      The  Committee may permit a Participant to  defer  the
Participant's receipt of the payment of cash or the delivery
of  Shares  that would otherwise be due to such  Participant
under the Plan.  If any such deferral election is permitted,
the Committee shall, in its sole discretion, establish rules
and procedures for such payment deferrals.

Article 13.  Rights of Employees

      13.1 Employment.  Nothing in the Plan shall interfere
with  or  limit  in  any way the right  of  the  Company  to
terminate any Participant's employment at any time, for  any
reason  or  no reason in the Company's sole discretion,  nor
confer  upon  any Participant any right to continue  in  the
employ of the Company.

      13.2 Participation.  No Employee shall have the right
to  be  selected  to receive an Award under  the  Plan,  or,
having  been so selected, to be selected to receive a future
Award.

Article 14.  Change in Control

      The  terms of this Article 14 shall immediately become
operative,  without further action or consent by any  person
or  entity,  upon  a Change in Control, and  once  operative
shall  supersede and take control over any other  provisions
of this Plan.

      Upon a Change in Control

      (a) Any   and  all  Options  and  SARs  granted
          hereunder shall become immediately exercisable;

      (b) Any  restriction  periods  and  restrictions
          imposed   on   Restricted  Shares  and   Qualified
          Restricted Shares shall be deemed to have  expired
          and   such   Restricted   Shares   and   Qualified
          Restricted Shares shall become immediately  vested
          in full; and

      (c) The  target  payout  opportunity  attainable
          under all outstanding Awards of Performance Units,
          Performance  Shares  and  other  Awards  shall  be
          deemed  to  have been fully earned for the  entire
          Performance Period(s) as of the effective date  of
          the  Change in Control.  The vesting of all Awards
          denominated in Shares shall be accelerated  as  of
          the  effective date of the Change in Control,  and
          there  shall  be paid out in cash to  Participants
          immediately  following the effective date  of  the
          Change  in Control the full amount of the targeted
          cash    payout   opportunities   associated   with
          outstanding cash-based Awards.

Article 15.  Amendment, Modification and Termination

      15.1 Amendment,  Modification and  Termination.   The
Board  may, at any time and from time to time, alter, amend,
suspend  or terminate the Plan in whole or in part, provided
that  no  amendment shall be made which shall  increase  the
total number of Shares which may be issued and sold pursuant
to  Incentive  Stock  Options, reduce the  minimum  exercise
price in the case of an Incentive Stock Option or modify the
provisions of the Plan relating to eligibility with  respect
to  Incentive Stock Options unless such amendment is made by
or with the approval of the stockholders within 12 months of
the  effective  date of such amendment,  but  only  if  such
approval  is  required by any applicable provision  of  law.
The Board of Directors of the Company is also authorized  to
amend the Plan and the Options granted hereunder to maintain
qualification  as  "incentive  stock  options"  within   the
meaning of Section 422 of the Code, if applicable.

      15.2 Awards  Previously  Granted.   No  termination,
amendment or modification of the Plan shall adversely affect
in  any material way any Award previously granted under  the
Plan, without the written consent of the Participant holding
such   Award,  unless  such  termination,  modification   or
amendment  is  required  by applicable  law  and  except  as
otherwise provided herein.

Article 16.  Withholding

      16.1 Tax Withholding.  The Company shall have the power
and   the  right  to  deduct  or  withhold,  or  require   a
Participant to remit to the Company, an amount sufficient to
satisfy  Federal,  state  and  local  taxes  (including  the
Participant's  FICA  obligation)  required  by  law  to   be
withheld with respect to an Award made under the Plan.

      16.2 Share  Withholding.  With respect to withholding
required  upon  the exercise of Options or  SARs,  upon  the
lapse of restrictions on Restricted Stock, or upon any other
taxable  event  arising  out of or as  a  result  of  Awards
granted  hereunder, Participants may elect  to  satisfy  the
withholding  requirement, in whole or in part, by  tendering
previously-owned  Shares or by having the  Company  withhold
Shares having a Fair Market Value on the date the tax is  to
be  determined equal to the statutory total tax which  could
be  imposed  on  the  transaction.  All elections  shall  be
irrevocable, made in writing and signed by the Participant.

Article 17. Successors

      All  obligations of the Company under the  Plan,  with
respect to Awards granted hereunder, shall be binding on any
successor  to  the  Company, whether the existence  of  such
successor  is  the result of a direct or indirect  purchase,
merger,  consolidation or otherwise, of all or substantially
all of the business and/or assets of the Company.

Article 18.  Legal Construction

      18.1 Gender  and  Number.   Except  where  otherwise
indicated  by  the context, any masculine term  used  herein
also  shall  include the feminine, the plural shall  include
the singular and the singular shall include the plural.

      18.2 Severability.  In the event any provision of  the
Plan  shall  be held illegal or invalid for any reason,  the
illegality  or  invalidity shall not  affect  the  remaining
parts  of  the  Plan, and the Plan shall  be  construed  and
enforced as if the illegal or invalid provision had not been
included.

      18.3 Requirements of Law.  The granting of Awards  and
the  issuance of Shares under the Plan shall be  subject  to
all  applicable  laws, rules and regulations,  and  to  such
approvals   by   any  governmental  agencies   or   national
securities exchanges as may be required.

      18.4 Governing Law.  To the extent not  preempted  by
Federal  law, the Plan, and all agreements hereunder,  shall
be  construed in accordance with, and governed by, the  laws
of the State of Delaware.

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</DOCUMENT>
