Annual Share Allocation. On the Annual Allocation Date of each Plan Year, there shall be allocated to the Deferred Stock Account of each person who # is a Deferred Stock Participant on the Annual Valuation Date of that Plan Year or # was a Deferred Stock Participant at any time subsequent to the last Annual Valuation Date, as part of his or her compensation for service on the Board of Directors, the number of Shares specified from time to time by resolution of the Board of Directors. This allocation shall in no event be more than the lesser of # 7,500 Shares or # the number of Shares equal in value to ​ minus the director’s total cash compensation for the Plan Year (including for this purpose, but not limited to, any cash compensation deferred into this Plan pursuant to an election under [Section 4(a)] above), as of the Annual Valuation Date.

Annual Allocation Date. The last Business Day in November of each calendar year, or such other annual date, not earlier than the third Monday in February, established by the Committee as the date as of which Shares are allocated to each Share Account in accordance with [Section 6].

Allocation. The Tax Incidents shall be allocated as follows:

Allocation At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a schedule (the “Allocation Schedule”) allocating the Purchase Price among the assets sold by Seller (the “Allocation”) The Allocation Schedule shall be prepared in accordance with Section 1060 of the Internal Revenue Code (“Code”) The Allocation Schedule shall be deemed final unless Buyer notifies Seller in writing that Buyer objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Buyer In the event of any such objection, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within sixty (60) days after the delivery of the Allocation Schedule to Buyer, such dispute shall be resolved by the parties The fees and expenses of such accounting firm shall be borne equally by Seller, on the one hand, and Buyer, on the other Seller and Buyer each agree to file and cause to be filed all of their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule

Allocation. In the event a claim is based partially on an indemnified claim and partially on a non-indemnified claim or based partially on a claim indemnified by one Party and partially on a claim indemnified by the other Party, any payments in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party,

Share. A share of common stock of the Company.

In the case of Monthly Compensation or an annual Share allocation not qualifying as “performance-based compensation” within the meaning of [Section 409A], prior to the beginning of the Plan Year with respect to which the compensation is earned; and

“Annual Allocation Date” means the date as of which the annual allocation of Shares described in [Section 5(c)] is credited to the Deferred Stock Account, which shall be as soon as administratively feasible after the Annual Valuation Date, but in no event later than the last Business Day in November of the applicable Plan Year.

To share in the allocation of any retirement contribution made by Knife River Corporation for a Plan Year, Eligible Employees described above must be credited with at least 1,000 Hours of Service in that Plan Year; provided, however, that if the Participant’s failure to be credited with 1,000 Hours of Service in that Plan Year is due to the Participant’s # Disability, # death, or # termination of employment on or after attaining Normal Retirement Age during such Plan Year (provided the Participant is not terminated for cause), such Participant shall nevertheless be entitled to share in the allocation of the retirement contribution for such Plan Year. Any Participant who is not a Highly Compensated Employee who has met the eligibility requirements above as of June 30 each Plan Year shall receive a pro rata allocation mid-year based on Compensation paid through June 30. The final annual allocation shall be reduced by any such mid-year allocation. Participants who meet the requirements of this [Section D.1-2]2] are referred to herein as “[Schedule D.1] Participants.”

“Annual Valuation Date” means the Valuation Date in November of each Plan Year, on which the annual allocation of Shares referenced in [Section 5(c)] is valued.