Named Fiduciaries. The Plan shall be administered by the Committee, which shall consist of at least one officer of the Company or Affiliate and certain other individuals appointed by the Chief Executive Officer of the Company or Affiliate who are employed by the Company or Affiliate. Notwithstanding the foregoing, the Employee Benefits Committee of MDU Resources Group, Inc., shall serve as the Committee prior to the Knife River Spinoff Effective Date.

Designation. There is hereby designated a series of Preferred Stock denominated as “Series B Preferred Stock,” consisting of 5,000,000 shares, $.001 par value per share, having the powers, preferences, rights and limitations set forth below.

Prudent Actions by Plan Fiduciaries. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

Designation; Rank. This series of Preferred Stock shall be designated and known as “Series A Preferred Stock.” The number of shares constituting the Series A Preferred Stock shall be four million five hundred thousand (4,500,000) shares. Except as otherwise provided herein, the Series A Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu to the common stock, par value $0.00001 per share (the “Common Stock”) and any other classes of capital stock of [[Organization A:Organization]].

Rate Designation. Borrower shall designate each Loan as a SOFR Loan or a Base Rate Loan in the Request for Borrowing or Request for Conversion/Continuation given to Agent in accordance with Section 2.6 or Section 2.7, as applicable. Each Base Rate Loan under the Revolving Credit Facility shall be in a minimum principal amount of $500,000 and, thereafter, in integral multiples of $100,000, unless such Advance is being made to pay any interest, fees, or expenses then due hereunder, in which case such Advance may be in the amount of such interest, fees, or expenses, and each SOFR Loan under the Revolving Credit Facility shall be in a minimum principal amount of $500,000 and, thereafter, in integral multiples of $100,000.

Beneficiary Designation. The Participant may, pursuant to the Plan and on a form provided by the Company, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

Beneficiary Designation. The Participant may designate on the attached beneficiary designation the person or persons to receive payment of Vested RSUs in the event of the Participant’s death. In the event the Participant fails to designate a beneficiary, amounts payable in the event of Participant’s death shall be paid to the Participant’s estate.

A Director or former Director may designate a beneficiary to receive distributions from the Plan in accordance with the provisions of Section 7 upon the death of the Director. The beneficiary designation may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary, except as required under applicable law.

Each Non-Employee Director may designate a beneficiary for each outstanding grant of Restricted Stock and for payment of his Deferred Accounts in the event of his death. If no beneficiary is designated or the beneficiary does not survive the Non-Employee Director, the award shall be made to the Non-Employee Director’s surviving spouse or, if there is none, to his estate.

■Prudent Actions by Plan Fiduciaries