CERTIFICATE OF ADJUSTMENT
TO PURCHASE PRICE AND REDEMPTION PRICE
as amended and restated
pursuant to the Rights Agreement, dated as of November 12, 1998
("Rights Agreement"), between MDU Resources Group, Inc.
and Xxxxx Fargo Bank Minnesota, N.A., Rights Agent
The undersigned, MDU Resources Group, Inc., a Delaware
corporation (the "Company"), does hereby certify, pursuant
to Section 12 of the Rights Agreement, that:
- on October 29, 2003 (the "Effective Date"), for
shareholders of record on October 10, 2003, the Company
split its common stock, $1.00 per share ("Common Stock"), on
a three-for-two basis;
- pursuant to Section 11(n) of the Rights Agreement, as
of the Effective Date, each right, as defined in the
preamble to the Rights Agreement (each, a "Right" and,
collectively, the "Rights"), entitles the registered holder
thereof, until the earlier of the close of business on
December 31, 2008 or the redemption or exchange of the
Rights, to purchase from the Company two-thirds of one one-
thousandth (.001) of one share of Series B Preference Stock,
without par value, of the Company, at a purchase price of
$125 per one one-thousandth of a Right; and
- pursuant to Section 23(a) of the Rights Agreement, as
of the Effective Date, each Right shall be redeemable by the
Company at a redemption price of $.00667 per Right.
The Certificate of Adjustment, dated October 29, 2003, be,
and it hereby is, rescinded.
IN WITNESS WHEREOF, this certificate has been duly
executed this 2nd day of February, 2004.
MDU RESOURCES GROUP, INC.
By: /s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Senior Vice President and
Chief Accounting Officer
