MDU RESOURCES GROUP INC
DEFERRED COMPENSATION PLAN FOR DIRECTORS
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN FOR DIRECTORS
<TEXT>






                    MDU RESOURCES GROUP, INC

                      Amended and Restated
            DEFERRED COMPENSATION PLAN FOR DIRECTORS
                    Effective January 1, 1992


  I.  PURPOSE

      The  Board of Directors of MDU Resources Group,  Inc.  (the
"Company")  established  the  Deferred  Compensation   Plan   for
Directors  (the "Plan") effective as of September l,  1988.   The
Plan  is  hereby amended and restated effective January 1,  1992,
and  is  substituted  for the Restated Plan  established  by  the
Company  on  August  1,  1991.  The  Plan  shall  continue  until
terminated  by the Board of Directors of the Company, subject  to
the provisions of Article XII, below.

      The purpose of this Plan is to aid the Company in attracting
and  retaining  as Directors persons whose abilities,  experience
and  judgment  can contribute to the continued  progress  of  the
Company.    The   Plan  will  provide  a   method  of   deferring
compensation to the Directors.


 II.  DEFINITIONS

      A.  Beneficiary.  "Beneficiary" means the  person  or
          persons  designated as such in accordance with  Article
          XI.

      B.  Change in Control.  "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 of Directors such that, during any period
          of  two  (2) consecutive years, individuals who at  the
          beginning  of  such  period  constitute  the  Board  of
          Directors 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  least  two-thirds
          (2/3)  of  the Directors then still in office who  were
          members  of the Board of Directors at the beginning  of
          the  period;  or  (e) any other event  which  shall  be
          deemed  by  a  majority of the Board  of  Directors  to
          constitute a "change in control".

      C.  Compensation and Deferral Amount.  "Compensation"
          means  any  cash retainer, meeting fees and  any  other
          cash compensation payable to Eligible Directors by  the
          Company  for  services  as a Director.   This  Deferred
          Compensation Plan for Directors governs any or  all  of
          that  Compensation  which  the  Participant  elects  to
          credit  to his Deferred Compensation Account, which  is
          hereafter referred to as the "Deferral Amount."

      D.  Deferred   Compensation   Account.    "Deferred
          Compensation  Account" means the account maintained  on
          the   books  of  account  of  the  Company   for   each
          Participant pursuant to Article VI.

      E.  Effective Date.  "Effective Date" means January 1,
          1992,  the date on which the restated and amended  Plan
          became effective.

      F.  Eligible  Director.   "Eligible  Director"  means
          those Directors of the Company who are not employees of
          the Company.

      G.  Investment  Units.   This  term  shall  have  the
          meaning defined in Article VI.B.

      H.  Market Price.  "Market Price" means the average of
          the  highest  and  lowest transaction  prices  for  the
          Company's  common stock on the New York Stock  Exchange
          for a given day.

      I.  Participant.   "Participant"  means  an  Eligible
          Director  participating in the Plan in accordance  with
          the provisions of Article IV.

      J.  Plan Year.  "Plan Year" means the calendar year.


III.  ADMINISTRATION OF THE PLAN

      The Board of Directors shall be the sole administrator  of
the Plan.

      The   Board  of  Directors may from time to time  establish
rules and regulations for the administration of the Plan.

      All determinations of the  Board of Directors, irrespective
of  their character or nature, including, but not limited to, all
questions  of  construction and interpretation, shall  be  final,
binding  and  conclusive upon all parties.  Without limiting  the
generality of the foregoing, the determination of the   Board  of
Directors as to whether a Participant has terminated his services
and  the date thereof shall be final, binding and conclusive upon
all persons.

      The Company and/or the  Board of Directors may consult with
legal  counsel,  who  may be counsel for  the  Company  or  other
counsel, with respect to its obligations and duties hereunder  or
with  respect  to any claim, action or proceeding  or  any  other
matter, and shall not be liable for any action taken or not taken
by it in good faith pursuant to the advice of such counsel.

      The   Chairman, at the direction of the Board of  Directors
shall  be responsible for maintaining books and records  for  the
Plan  and adopting standard forms for such matters as beneficiary
designations and applications for benefits, provided  such  rules
and  forms are not inconsistent with the provisions of the  Plan.
Such  books and records shall only be open for examination  by  a
Participant or his duly designated beneficiary to the extent that
they  specifically  involve  the  Deferred  Compensation  Account
created  for his benefit or any payments which are to be made  to
him  or his beneficiary hereunder.  Each Participant or his  duly
designated beneficiary shall be notified no less frequently  than
annually of the balance in his account.

      Neither the  Board of Directors nor any member of the  Board
of  Directors nor the Company nor any other person who is  acting
on  behalf  of  the  Board of Directors or the Company  shall  be
liable  for any act or failure to act hereunder except for  gross
negligence or fraud.


 IV.  PARTICIPATION

      All Eligible Directors, including any person who becomes  a
Director  after the effective date hereof, shall be  Participants
in the Plan.

      Each  Participant in the Plan shall have the right to elect
to defer the payment of all or any part of his Compensation, with
such  Deferral Amount to be payable at the time or times  and  in
the manner hereinafter stated.  A Participant must defer at least
$1,000 per year.

      Each Participant who elects to defer the payment of all  or
any  part  of his Compensation shall execute and deliver  to  the
Board  of  Directors a "Notice of Election."   Such  Notice  will
provide  the  percentage of his Compensation to be deferred,  the
date   such   deferral  is  to  commence  and   the   beneficiary
designations  of the Director.  Such deferral election  shall  be
applicable  only  to  Compensation earned by reason  of  services
rendered after the date of such Notice.

      An  election to defer Compensation shall continue in effect
until  revoked or modified by a subsequent "Notice of  Election,"
provided  however,  (1) that every election  to  defer  shall  be
irrevocable  as  to  Compensation earned prior  to  the  date  of
revocation  and  (2) that such election may be  changed  no  more
often than annually.  Revocation or modification shall be made in
writing to the Board of Directors and shall be effective upon the
date stated therein.


  V.  VESTING OF DEFERRED COMPENSATION ACCOUNT

      A  Participant's  interest  in  his  Deferred  Compensation
Account  shall  vest immediately with regard to Deferral  Amounts
and earnings thereon.


 VI.  ACCOUNTS AND VALUATIONS

      A.  Deferred  Compensation Accounts.  The   Board  of
          Directors  shall  establish  and  maintain  a  separate
          Deferred Compensation Account for each Participant. The
          Participant's Deferral Amount shall be credited to  the
          Participant's  Deferred Compensation Account  quarterly
          on the first day of March, June, September and December
          in amounts as nearly equal as possible.

      B.  Conversion to Investment Units.  At  the  time  a
          Deferral   Amount   is   credited   to   the   Deferred
          Compensation   Account,  it  shall  be   converted   to
          Investment  Units, by dividing the amount  deferred  by
          the  Market Price of the Company's stock on  the  first
          trading   day   immediately  preceding  the   deferral.
          Fractional share Investment Units will be maintained in
          the Account.


VII.  DIVIDEND EQUIVALENTS

      If  a  dividend  is  declared on the common  stock  of  the
Company,   an  equivalent  amount  shall  be  credited   to   the
Participant's  Deferred Compensation Account for each  Investment
Unit.   Such  amounts shall be converted to additional Investment
Units, pursuant to Article VI.B.


VIII. DISTRIBUTION

      A.  Conversion of Investment Units to Dollars.  When a
          Participant  leaves  the Board of Directors,  dies,  or
          becomes disabled, the number of Investment Units in his
          Deferred  Compensation Account shall be  multiplied  by
          the  Market Price of the Company's common stock on  the
          day that is six full calendar months after the date  of
          his  leaving,  death, or disability.  If the  New  York
          Stock  Exchange is not open that day then it  shall  be
          the  Market  Price on the next day the New  York  Stock
          Exchange is open.  During this six month period,  if  a
          dividend is declared on common stock of the Company, an
          equivalent   amount   shall   be   credited   to    the
          Participant's  Deferred Compensation Account  for  each
          Investment Unit. Such amounts shall be credited in cash
          and  shall  not  be converted to additional  Investment
          Units.

      B.  Payment.  The dollar value of the Investment Units
          contained  in  the Participant's Deferred  Compensation
          Account  shall  be  paid to him in substantially  equal
          monthly  payments over five years, with interest  at  a
          fixed  rate over the five-year period.  The fixed  rate
          shall be the prime rate plus 1 percentage point on  the
          day  the  value  of the Investment Units is  determined
          according to this Article VIII.  The "prime rate,"  for
          purposes of this paragraph, shall be the base  rate  on
          corporate  loans posted by at least 75 percent  of  the
          nation's 30 largest banks as reported daily in The Wall
          Street Journal.

      C.  Change  in  Control.  The terms of  this  Article
          VIII.  C  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 the Plan.

          Upon a Change in Control, all Investment Units in
          a  Participant's Deferred Compensation Account shall be
          multiplied by the Market Price of the Company's  common
          stock  on such day.  If the New York Stock Exchange  is
          not open on that day, then it shall be the Market Price
          on  the  next day the New York Stock Exchange is  open.
          The  dollar value of the Investment Units contained  in
          each  Participant's Deferred Compensation Account shall
          be  paid  out immediately thereafter to the Participant
          (a "Change in Control Payment").

          In  addition,  the  Company  shall  pay  to  the
          Participant   an   additional  payment   (a   "Gross-Up
          Payment") in an amount such that after payment  by  the
          Participant  of  all  federal and  state  income  taxes
          (including, without limitation, any and all federal and
          state  income taxes imposed upon the Gross-Up  Payment)
          the  Participant  retains an  amount  of  the  Gross-Up
          Payment  equal  to the federal and state  income  taxes
          imposed upon the Change in Control Payment.

          All determinations required to be made under this
          Article  VIII.C, including when a Gross-Up  Payment  is
          required, the amount of such Gross-Up Payment, and  the
          assumptions  to  be  utilized  in  arriving   at   such
          determination,  shall  be made by  a  certified  public
          accounting  firm  designated by  the  Participant  (the
          "Accounting   Firm"),  which  shall  provide   detailed
          supporting  calculations both to the  Company  and  the
          Participant within 15 business days of the  receipt  of
          notice  from  the  Participant that there  has  been  a
          Change in Control Payment (or such earlier time  as  is
          requested  by the Company).  All fees and  expenses  of
          the   Accounting  Firm  related  to  the   calculations
          required  by this Article VIII.C shall be borne  solely
          by  the  Company.  Any Gross-Up Payment, as  determined
          pursuant to this Article VIII.C, shall be paid  by  the
          Company  to  the Participant within five  days  of  the
          receipt  of  the Accounting Firm's determination.   Any
          determination by the Accounting Firm shall  be  binding
          upon the Company and the Participant.

 IX.  TAX WITHHOLDING UPON DISTRIBUTION

      To  the  extent required by law, the Company shall withhold
from payments made hereunder any taxes required to be withheld by
the federal or any state or local government.


  X.  COMMENCEMENT OF PAYMENTS

      Except as otherwise provided in this Plan, commencement  of
payments  under this Plan shall begin as soon as administratively
feasible  after the value of the Investment Units  is  determined
according to Article VIII.


 XI.  BENEFICIARY DESIGNATION

      Each  Participant  shall have the  right  at  any  time  to
designate  any  person or persons as Beneficiary or Beneficiaries
(both  principal and contingent) to whom payment under this  Plan
shall   be   paid  in  the  event  of  death  prior  to  complete
distribution  of  the  deferred amounts  under  the  Plan.   Each
beneficiary designation shall become effective only when filed in
writing  with  the  Board of Directors during  the  Participant's
lifetime on a form provided by the Board of Directors.

      The filing of a new beneficiary designation form will cancel
all  beneficiary  designations previously filed.   Any  finalized
divorce  of a Participant subsequent to the date of filing  of  a
beneficiary designation form shall revoke such designation.   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.

      If  a  Participant  fails  to designate  a  Beneficiary  as
provided  above or if the beneficiary designation is  revoked  by
divorce, or otherwise, without execution of a new designation, or
if all designated Beneficiaries predecease the Participant or die
prior  to  complete  distribution of the Participant's  benefits,
then  the  distribution of such benefits shall  be  made  to  the
Participant's estate.

      If  any  distribution to a Beneficiary is  to  be  made  in
installments,  and the primary Beneficiary dies before  receiving
all  installments, the remaining installments, if any,  shall  be
paid to the estate of the primary Beneficiary in a lump sum.


XII.  AMENDMENT AND TERMINATION OF PLAN

      A.  Amendment.  The Company may at any time amend the
          Plan  in  whole  or  in part, provided,  however,  that
          except  as  provided  in Article XII.B.,  no  amendment
          shall act to reduce the benefits under the Plan payable
          to  any Participant with respect to any Deferral Amount
          credited  to  the  Participant's Deferred  Compensation
          Account  prior  to the date of the amendment.   Written
          notice  of  any  amendments  shall  be  given  to  each
          Participant.

      B.  Termination of Plan

          1.  Company's Right to Terminate.  The Board
              of Directors may at any time terminate the Plan.

          2.  Payments Upon Termination.   Upon  any
              termination  of  the Plan under  this  section  no
              additional  Deferral Amounts will be  credited  to
              the  Participant's Deferred Compensation  Account.
              The  Investment  Units recorded  in  such  Account
              shall  be  converted  into  dollars  pursuant   to
              Article  VIII.A.  and paid in a lump  sum  to  the
              Participant or the Participant's Beneficiary.

XIII. MISCELLANEOUS

      A.  Unsecured  General  Creditor.   Participants  and
          their  beneficiaries,  heirs, successors,  and  assigns
          shall have no legal or equitable rights, interests,  or
          other  claims in any property or assets of the Company,
          nor shall they be beneficiaries of, or have any rights,
          claims,  or  interests in any specified assets  of  the
          Company.  Any and all of the Company's assets shall  be
          and  remain general, unpledged, unrestricted assets  of
          the  Company. The Company's obligation under  the  Plan
          shall  be that of an unfunded and unsecured promise  of
          Company to pay money in the future.

      B.  Obligations  to the Company.   If  a  Participant
          becomes  entitled to a distribution of  benefits  under
          the  Plan,  and  if  at such time the  Participant  has
          outstanding  any  debt, obligation, or other  liability
          representing  an amount owed to the Company,  then  the
          Company  may  offset  such  amounts  owing  it  or   an
          affiliate  against  the  amount of  benefits  otherwise
          distributable.  Such determination shall be made by the
          Board of Directors.

          Establishment of this Plan and the  participation
          by  any  person  shall not be construed to  confer  any
          right  on  the part of such person to be nominated  for
          reelection,  or  to  be  reelected,  to  the  Board  of
          Directors of the Company.

      C.  Nonassignability.  Neither a Participant nor  any
          other  person  shall have any right to  commute,  sell,
          assign,  transfer,  pledge,  anticipate,  mortgage,  or
          otherwise encumber, transfer, hypothecate, or convey in
          advance  of actual receipt the amounts, if any, payable
          hereunder,  or  any part thereof, which  are,  and  all
          rights   to  which  are,  expressly  declared   to   be
          unassignable  and nontransfer-able.   No  part  of  the
          amounts  payable  shall, prior to  actual  payment,  be
          subject to seizure or sequestration for the payment  of
          any  debts,  judgments, alimony or separate maintenance
          owed  by  a  Participant or any other  person,  nor  be
          transferable  by operation of law in  the  event  of  a
          Participant's  or  any  other  person's  bankruptcy  or
          insolvency.

      D.  Protective   Provisions.   A  Participant   will
          cooperate  with the Company by furnishing any  and  all
          information  requested  by  the  Company  in  order  to
          facilitate the payment of any amounts hereunder.  If  a
          Participant  refuses to cooperate,  the  Company  shall
          have no further obligation to the Participant under the
          Plan.

      E.  Gender, Singular and Plural.  Wherever the context
          so   requires,  words  in  the  masculine  include  the
          feminine   and  words  in  the  feminine  include   the
          masculine  and  the  definition  of  any  term  in  the
          singular may include the plural.

      F.  Captions.  The captions to the articles, sections,
          and  paragraphs  of this Plan are for convenience  only
          and  shall  not  control  or  affect  the  meaning   or
          construction of any of its provisions.

      G.  Applicable  Law.  This Plan shall  be  construed,
          administered and governed in accordance with  the  laws
          of the State of North Dakota.

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

      I.  Notice.   Any  notice  or  filing  required   or
          permitted to be given to the  Board of Directors  shall
          be sufficient if in writing and hand delivered, or sent
          by  registered  or  certified mail,  to  the  principal
          office of the Company, directed to the attention of the
          Secretary of the Company.  Such notice shall be  deemed
          given  as  of  the date of delivery or, if delivery  is
          made  by mail, as of the date shown on the postmark  on
          the receipt for registration or certification.

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