The Plan shall be administered by the Compensation Committee of the Board, or such other Committee, appointed by the Board consisting of three (3) or more members of the Board all of whom are intended to be “non-employee directors” within the meaning of Section 16 of the Exchange Act and the regulations promulgated thereunder and “outside directors” within the contemplation of Section 162(m) of the Code; provided, however, that, if at any time no Compensation Committee or other Committee has been appointed or is eligible to act in the circumstances, the Plan shall be administered by the Board. As used herein, the term “Administrator” means the Board, the Compensation Committee or any of the Board’s other Committees as shall be administering the Plan or any individual delegated authority to act as the Administrator in accordance with this Section 2.

DTC Eligibility. ​, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

-2 Eligibility Participation in the retirement contribution for any Plan Year is limited to Eligible Employees hired after December 31, 2005, by Knife River Corporation

-2 Eligibility Participation in the retirement contribution for a Plan Year is limited to individuals who were active participants in one of the following plans as of December 31, 2009:

-2 Eligibility To share in the allocation of any retirement contribution made by JTL for a Plan Year, a Participant must be an Eligible Employee of JTL Unless specifically bargained for, Employees covered by a collective bargaining agreement shall not be eligible to share in this retirement contribution feature Participants who meet the preceding requirements are referred to herein as “[Schedule D3] Participants”

-2 Eligibility To share in the allocation of any retirement contribution made by HC for a Plan Year, a Participant must be an Eligible Employee of HC who was an active participant in the Pension Plan for Bargaining Unit Employees of Hawaiian Cement, Maui Concrete and Aggregate Division as of June 30, 2015 Participants who meet the preceding requirements are referred to herein as “[Schedule D4] Participants”

Retirement Eligibility. If, on or after the first anniversary of the Grant Date (and prior to the Vesting Date), the Grantee attains age 60 and completes 5 years of continuous employment with the Company and its Affiliates, then the RSU shall vest as of such date.

-2 Eligibility Participation in the retirement contributions for any Plan Year is limited to Eligible Employees of this [Schedule C1] Employers The current and original effective dates for each [Schedule C1] Employer’s retirement contribution feature are listed in the following table

Wells Fargo management, supervisors, individual contributors and other groups of team members who are in a position to control or influence business results are eligible to participate in the Plan (“Participants”). Business unit managers, in consultation with their Human Resources partners, are responsible for identifying Participants within their business units who are eligible to participate in the Plan.

Grants may only be made to employees, consultants and other service providers to the Company.