8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 13, 2008

MDU Resources Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware	1-3480	41-0423660
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1200 West Century Avenue P.O. Box 5650 Bismarck, North Dakota  58506-5650 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (701) 530-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan

On August 13, 2008, the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee") approved a revised form of Performance Share Award Agreement (the "Agreement") to be used for future awards under the Long-Term Performance-Based Incentive Plan.  The Agreement requires forfeiture of performance shares (and related dividend equivalents) if the participant’s employment with MDU Resources Group, Inc. (the "Company") or any of its subsidiaries is terminated for any reason before the participant, as of the effective date of termination, has reached age 55 and completed 10 years of service. Performance shares (and related dividend equivalents) for those participants whose employment with the Company is terminated after the participant has reached age 55 and completed 10 years of service would be governed by the current provisions of the Agreement.  As is currently provided in the Agreement, participants whose employment is terminated for cause (as defined in the Agreement) would forfeit any performance shares (and related dividend equivalents). The Agreement is filed as Exhibit 10.1 hereto.

Election of New Directors

On August 14, 2008, the Board of Directors of the Company (the "Board") elected A. Bart Holaday and Thomas C. Knudson to the Board, effective November 1, 2008, to serve until the 2009 Annual Meeting of Stockholders.  Mr. Holaday will serve on the Audit Committee, and Mr. Knudson will serve on the Compensation Committee.  The press release announcing these appointments is filed as Exhibit 99.1 hereto.

ITEM 9.01                                FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended August 13, 2008
99.1	Press release issued August 14, 2008

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  August 19, 2008

MDU Resources Group, Inc.

By /s/ Paul K. Sandness                                                         

       Paul K. Sandness

       General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended August 13, 2008
99.1	Press release issued August 14, 2008

EX-10.1

Exhibit 10.1

Exhibit 10.1

MDU RESOURCES GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

                                                                                          {    }

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:

Target Award:	{    }Performance Shares (the "Target Award")
Performance Period:	{    } through {    } (the "Performance Period")
Date of Grant:	{    }
Dividend Equivalents:	Yes

THESE PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN.  THIS AWARD AND AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE ALSO SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN ARTICLE 19 OF THE PLAN.  

Further terms and conditions of the Award are set forth in Annexes A and B hereto, which are integral parts of this Award Agreement.

All terms, provisions and conditions applicable to the Award set forth in the Plan and not set forth in this Award Agreement are hereby incorporated herein by reference.  To the extent any provision hereof is inconsistent with a provision of the Plan; the provisions of the Plan will govern.  The Participant hereby acknowledges receipt of a copy of this Award Agreement, including Annexes A and B hereto, and a copy of the Plan and agrees to be bound by all the terms and provisions hereof and thereof.

 MDU RESOURCES GROUP, INC.

By:    _________________________________

          Terry D. Hildestad

          President and

          Chief Executive Officer

Agreed:

___________________

Participant

ANNEX A

TO

MDU RESOURCES GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

It is understood and agreed that the Award of Performance Shares evidenced by the Award Agreement to which this is annexed is subject to the following additional terms and conditions.

1.           Nature of Award.  The Target Award represents the opportunity to receive shares of Company common stock, $1.00 par value ("Shares") and Dividend Equivalents on such Shares.  The number of Shares that may be earned under this Award shall be determined pursuant to Section 2 hereof.  The amount of Dividend Equivalents that may be earned under this Award shall be determined pursuant to Section 4 hereof.  Except for Dividend Equivalents, which are paid in cash, Awards will be paid in Shares.

2.           Determination of Number of Shares Earned.

The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula:

# of Shares = Payout Percentage X Target Award

The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the following table:

Percentile Rank	Payout Percentage (% of Target Award)
100th	200%
75th	150%
50th	100%
40th	10%
less than 40th	0%

If the Company achieves a Percentile Ranking between the 40th and 50th percentiles, the Payout Percentage shall be equal to 10%, plus 9% for each Percentile Rank whole percentage above the 40th percentile.  If the Company achieves a Percentile Ranking between the 50th and 100th percentiles, the Payout Percentage shall be equal to 100%, plus 2% for each Percentile Rank whole percentage above the 50th percentile.

The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR.  The formula for calculating the Percentile Rank follows:

Percentile Rank = (n - r + 1)/n x 100

Where:

n = total number of companies in the Peer Group, including the Company

r = the numeric rank of the Company's TSR relative to the Peer Group, where the highest return in the group is ranked number 1

To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 26 companies, its Percentile Rank would be 92.  The calculation is: (26 - 3 + 1)/26 x 100 = 92.

The Percentile Rank shall be rounded to the nearest whole percentage.

If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group.  Percentile Rank will be calculated without regard to the return of the deleted company.

Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period.  It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid.

All Performance Shares that are not earned for the Performance Period shall be forfeited.

3.           Issuance of Shares. Subject to any restrictions on distributions of Shares under the Plan, and subject to Section 6 of this Annex A, the Shares earned under the Award, if any, shall be issued to the Participant as soon as practicable (but no later than the next March 10) following the close of the Performance Period.

4.           Dividend Equivalents. Dividend Equivalents shall be earned with respect to any Shares issued to the Participant pursuant to this Award.  The amount of Dividend Equivalents earned shall be equal to the total dividends declared on a Share between the Date of Grant of this Award and the last day of the Performance Period, multiplied by the number of Shares issued to the Participant pursuant to the Award Agreement.  Any Dividend Equivalents earned shall be paid in cash to the Participant when the Shares to which they relate are issued or as soon as practicable thereafter, but no later than the next March 10 following the close of the Performance Period.  If the Award is forfeited or if no Shares are issued, no Dividend Equivalents shall be paid.

5.           Termination of Employment.

(a)           If the Participant's employment with the Company is terminated (1) for "Cause" (as defined below) at any time or (2) for any reason other than "Cause" (as defined below) before the Participant, as of the effective date of termination, has reached age 55 and completed 10 "Years of Service" (as defined below), all Performance Shares (and related Dividend Equivalents) shall be forfeited.

(b)           If the Participant's employment with the Company is terminated for any reason other than "Cause" (as defined below) after the Participant, as of the effective date of termination, has reached age 55 and completed 10 Years of Service (as defined below) (1) during the first year of the Performance Period, all Performance Shares (and related Dividend Equivalents) shall be forfeited; (2) during the second year of the Performance Period, determination of the Company's Percentile Rank for the Performance Period will be made by the Committee at the end of the Performance Period, and Shares (and related Dividend Equivalents) earned, if any, will be paid based on the Payout Percentage, prorated for the number of full months elapsed from and including the month in which the Performance Period began to and including the month in which the termination of employment occurs; and (3) during the third year of the Performance Period, determination of the Company's Percentile Rank for the Performance Period will be made by the Committee at the end of the Performance Period, and Shares (and related Dividend Equivalents) earned, if any, will be paid based on the Payout Percentage without prorating.

(c)           For purposes of the Award Agreement, the term "Cause" shall mean the Participant's fraud or dishonesty that has resulted or is likely to result in material economic damage to the Company or a Subsidiary, or the Participant's willful nonfeasance if such nonfeasance is not cured within ten days of written notice from the Company or a Subsidiary, as determined in good faith by a vote of at least two-thirds of the non-employee directors of the Company at a meeting of the Board at which the Participant is provided an opportunity to be heard.  For purposes of the Award Agreement, the term "Years of Service" shall mean the years a Participant is employed by the Company and/or a Subsidiary.

6.           Tax Withholding. Pursuant to Article 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any Federal, state and local taxes (including the Participant's FICA obligations) required by law to be withheld with respect to the Award.  The Committee may condition the delivery of Shares upon the Participant's satisfaction of such withholding obligations.  The Participant may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding that could be imposed on the transaction (based on minimum statutory withholding rates for Federal, state, and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income).  Such election shall be irrevocable, made in writing, signed by the Participant, and shall be

subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

7.           Ratification of Actions. By accepting the Award or other benefit under the Plan, the Participant and each person claiming under or through him or her shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, its Board of Directors, or the Committee.

8.           Notices. Any notice hereunder to the Company shall be addressed to its office, 1200 West Century Avenue, P.O. Box 5650, Bismarck, North Dakota 58506; Attention: Corporate Secretary, and any notice hereunder to the Participant shall be addressed to him or her at the address specified on the Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.

9.           Definitions. Capitalized terms not otherwise defined herein or in the Award Agreement shall have the meanings given them in the Plan.

10.           Governing Law and Severability. To the extent not preempted by Federal law, the Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions.  In the event any provision of the Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

11.           No Rights to Continued Employment.  The Award Agreement is not a contract of employment.  Nothing in the Plan or in the Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Participant's employment at any time, for any reason or no reason, or confer upon the Participant the right to continue in the employ of the Company or a Subsidiary.

ANNEX B

TO

MDU RESOURCES GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

PEER GROUP COMPANIES

Alliant Energy Corporation

Berry Petroleum Company – CL A

Black Hills Corporation

Comstock Resources, Inc.

Dycom Industries, Inc.

EMCOR Group Inc.

Encore Acquisition Company

Equitable Resources, Inc.

Granite Construction Incorporated

Martin Marietta Materials, Inc.

National Fuel Gas Company

Northwest Natural Gas Company

NSTAR

OGE Energy Corp.

ONEOK, Inc.

Quanta Services, Inc.

Questar Corporation

SCANA Corporation

Southwest Gas Corporation

St. Mary Land & Exploration Company

Swift Energy Company

US Concrete, Inc.

Vectren Corporation

Vulcan Materials Company

Whiting Petroleum Corporation

EX-99.1

Exhibit 99.1

Exhibit 99.1

A. Bart Holaday, Thomas C. Knudson Elected to MDU Resources Board of Directors

BISMARCK, N.D. – August 14, 2008 – MDU Resources Group, Inc. (NYSE:MDU) today announced that A. Bart Holaday and Thomas C. Knudson have been elected to the company's board of directors, effective Nov. 1.

"Bart and Tom bring a wealth of valuable senior leadership experience that will help guide the continued growth of our company," said MDU Resources Chairman Harry J. Pearce.  "They are widely respected for their expertise in oil and natural gas development, which is one of our core businesses.  In addition, Bart's experience with equity investing, and Tom's knowledge of sustainable business development, will enhance the existing knowledge of our board."

In addition to their general board responsibilities, Holaday will serve on the board'sAudit Committee and Knudson will serve on the Compensation Committee.

Holaday is widely known in the alternative assets/private equity industry.  He headed the Private Markets Group of UBS Asset Management and its predecessor entities for 15 years prior to his retirement in 2001.  During that time he managed more than $19 billion in investments in venture capital, buyouts, real estate, timber, and oil and gas.

Prior to that he was a vice president and principal of the InnoVen Venture Capital Group.  He was founder and president of Tenax Oil and Gas Corporation, an onshore Gulf Coast exploration and production company.  He also has 12 years of senior management experience with both Gulf Oil and the federal government, including the Department of Defense, Department of the Interior and the Federal Energy Administration.

Holaday has a bachelor's degree in engineering sciences from the U.S. Air Force Academy.  He was a Rhodes Scholar, earning a bachelor's degree and a master's degree in politics, philosophy and economics from Oxford University.  He also earned a law degree from George Washington Law School, and is a Chartered Financial Analyst.  In 2005, he was awarded an honorary Doctor of Letters from the University of North Dakota.

He is a member of the board of directors of Adams Street Partners, Alerus Financial, Jamestown College, the U.S. Air Force Academy Endowment (chairman), the Falcon Foundation (vice president), the Center for Innovation Foundation at UND (chairman) and the University of North Dakota Foundation, and is chairman and CEO of the Dakota Foundation. He is a past member of the board of directors of the National Venture Capital Association and Walden University, and the U.S. Securities and Exchange Commission advisory committee on the regulation of the capital markets.  The North Dakota native currently lives in Placitas, New Mexico and Grand Forks, North Dakota with his wife Lynn.

Knudson is president of Tom Knudson Interests, LLC, which provides consulting services in energy, sustainable development and leadership. He also is the chairman of Bristow Group Inc. and a director of Natco Group Inc.

Knudson retired in 2004 from ConocoPhillips.  His diverse career at Conoco included work in engineering, operations, business development and commercial assignments.  He was managing director and chief executive officer of DuPont Scandinavia in Stockholm, Sweden, and vice president and general manager of Conoco's midstream natural gas business.  In 1997, he became chairman of Conoco Exploration Production Europe Limited, and was accountable for Conoco's upstream businesses in Europe and the former Soviet Union.  Knudson returned to Houston in mid-2000 to become senior vice president of human resources, information management and communications, serving as a member of the management and executive committees of both Conoco and ConocoPhillips.

Knudson has a bachelor's degree in aerospace engineering from the U.S. Naval Academy and a master's degree in aerospace engineering from the U.S. Naval Postgraduate School.  He served as a naval aviator, flying combat missions in Vietnam, and was a lieutenant commander in 1974 when he was honourably discharged.

Knudson was the founding chairman of the Business Council for Sustainable Development in both the United States and the United Kingdom.  He has served on the boards of a number of petroleum industry associations, Covenant House Texas, The Houston Museum of Natural Science and Alpha USA, and chairs the Board of Alpha Houston. He has served as an adjunct professor of management at the Jones School at Rice University. A native of Texas, he currently lives in Houston with his wife Candy.

Media Advisory – Photos of A. Bart Holaday and Thomas C. Knudson are available for downloading at http://www.mdu.com/information_news/images/.

MDU Resources Group, Inc., a member of the S&P MidCap 400 index, provides value-added natural resource products and related services that are essential to energy and transportation infrastructure. The company operates in three core lines of business: energy, construction materials and utility resources. MDU Resources includes natural gas and oil production, natural gas pipelines and energy services, construction materials and contracting, construction services, and electric and natural gas utilities. For more information about MDU Resources, see the company's Web site at www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

Financial contacts:

Vernon A. Raile,

Executive Vice President, Treasurer and Chief Financial Officer

(701) 530-1003

Phyllis A. Rittenbach

Director of Investor Relations

(701) 530-1057

Media contacts:

Rick Matteson

Director of Communications and Public Affairs

(701) 530-1700

Laura Lueder

Corporate Public Relations Manager

(701) 530-1095