MDU Resources Group, Inc. - Board Committees and Charters

The MDU Resources Board of Directors has four committees charged with four specific purposes. A breakdown of the committees, their purpose and membership follows:

Audit Committee
The Audit Committee assists the Board in fulfilling its oversight responsibilities to the stockholders, and serves as a communication link among the Board, management, the independent auditors, and the internal auditors. The Audit Committee (a) assists the Board's oversight of (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditor's qualifications and independence, and (iv) the performance of the Company's internal audit function and independent auditors; and (b) prepares the report that Securities and Exchange Commission rules require be included in the Company's annual proxy statement.

Members:
  Dennis W. Johnson, Chairman
Richard H. Lewis
  John L. Olson
  John K. Wilson

Committee Charter

Compensation Committee
The Compensation Committee discharges the Board's responsibilities relating to compensation of the Company's executives, and produces an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations.

Members:
   Thomas Everist - Chairman
   Karen B. Fagg
   Patricia L. Moss

Committee Charter

Finance Committee
The Finance Committee was dissolved at the February 2006 board meeting.

Nominating and Governance Committee
The Nominating and Governance Committee provides recommendations to the Board with respect to (a) Board organization, membership, and function, (b) committee structure and membership, (c) succession planning for the executive management of the Company and (d) corporate governance principles applicable to the Company. The Committee identifies individuals qualified to become directors, and recommends to the Board the nominees for directors at the next annual meeting of shareholders. The Committee identifies and recommends to the Board individuals qualified to become principal officers of the Company. The Committee recommends to the Board the nominees for membership on each committee of the Board.

Members:
  John L. Olson - Chairman
  Karen B. Fagg
  Richard H. Lewis
Sister Thomas Welder

Committee Charter