Mdu Resources Group Inc Sample Contracts

EXHIBIT 1. UNDERWRITING AGREEMENT ENTERED INTO AMONG MDU RESOURCES GROUP, INC., A.G. EDWARDS & SONS, INC. AND EDWARD D. JONES & CO., L.P.]
Underwriting Agreement • February 5th, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
CREDIT AGREEMENT
Credit Agreement • August 3rd, 2005 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
MDU RESOURCES GROUP, INC., ISSUER TO THE BANK OF NEW YORK, TRUSTEE INDENTURE DATED AS OF [ ], 200[ ]
Indenture • March 31st, 2003 • Mdu Resources Group Inc • Gas & other services combined • New York
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Supplemental Indenture • March 31st, 2003 • Mdu Resources Group Inc • Gas & other services combined
MDU RESOURCES GROUP, INC., Issuer TO THE BANK OF NEW YORK, Trustee Indenture
Indenture • January 21st, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
PURCHASE AGREEMENT ------------------
Purchase Agreement • April 22nd, 1998 • Mdu Resources Group Inc • Gas & other services combined • Oregon
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Supplemental Indenture • January 21st, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 1 - UNDERWRITING AGREEMENT ENTERED INTO BETWEEN MDU RESOURCES GROUP, INC. AND UBS SECURITIES LLC.]
Underwriting Agreement • December 17th, 2003 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND EVERUS CONSTRUCTION GROUP, INC. DATED AS OF OCTOBER 31, 2024
Separation and Distribution Agreement • November 1st, 2024 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 31, 2024 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Everus Construction Group, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Exhibit 10.3 MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 21st, 2007 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
DISTRIBUTION AGREEMENT
Distribution Agreement • February 22nd, 2019 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

MDU Resources Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each, an “Agent,” and together, the “Agents”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of up to 10,000,000 shares (the “Maximum Number”) of Common Stock, $1.00 par value per share (the “Common Stock”), of the Company on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.

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Rights Agent Agreement • November 12th, 1998 • Mdu Resources Group Inc • Gas & other services combined • Delaware
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF MAY 30, 2023
Stockholder and Registration Rights Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

TAX MATTERS AGREEMENT DATED AS OF OCTOBER 31, 2024 BY AND BETWEEN MDU RESOURCES GROUP, INC. AND EVERUS CONSTRUCTION GROUP, INC.
Tax Matters Agreement • November 1st, 2024 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2024, by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”) and Everus Construction Group, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

TRANSITION SERVICES AGREEMENT by and between MDU Resources Group, Inc. and Knife river holding company
Transition Services Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of May 30, 2023, by and between MDU Resources Group. Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”).

MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT February 16, 2017
Performance Share Award Agreement • February 21st, 2017 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

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

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 19, 2019 among
Credit Agreement • February 21st, 2020 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 20th, 2008 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

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

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 15th, 2014 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Indemnification Agreement (this “Agreement”) dated the [•] day of [•], 20[•], by and between MDU Resources Group, Inc., a Delaware corporation (the “Company”), and [•], an individual (the “Indemnitee”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2007 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

AGREEMENT by and between MDU Resources Group, Inc., a Delaware corporation (the "Company") and John G. Harp (the "Executive"), dated as of the 11th day of August, 2005.

MDU RESOURCES GROUP, INC.7,500,000 Shares of Common StockEQUITY DISTRIBUTION AGREEMENTDated: May 20, 2013
Equity Distribution Agreement • May 20th, 2013 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
To: MDU Resources Group, Inc.
Confirmation • December 5th, 2025 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF May 30, 2023
Employee Matters Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This EMPLOYEE MATTERS AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”).

MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN ANNUAL INCENTIVE AWARD AGREEMENT [Date]
Annual Incentive Award Agreement • February 18th, 2015 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

In accordance with the terms of the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee"), MDU Resources Group, Inc. (the "Company") hereby grants to you (the "Participant") an opportunity to receive an annual incentive award for calendar year 20[**] (the "Award"), subject to the terms and conditions set forth in this Award Agreement (including Annexes A and B hereto and all documents incorporated herein by reference), as set forth below:

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • November 1st, 2024 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2024 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Everus Construction Group, Inc., a Delaware corporation (“SpinCo”).

To: MDU Resources Group, Inc.
Confirmation • December 29th, 2025 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT February 13, 2020
Performance Share Award Agreement • February 21st, 2020 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

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

MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT February 17, 2022
Performance Share Award Agreement • February 23rd, 2022 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

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

AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 2nd, 2019 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of December 31, 2018, by and among MDU Resources Group, Inc., a Delaware corporation (the “Company”), MDUR Newco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (“Holdco”), and MDU Newco Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (“Merger Sub”).