Accelerated Vesting; Vesting Notwithstanding Termination. Your Restricted Stock will vest earlier than described in Paragraph 3(a), and such earlier vesting date shall also be considered a “Vesting Date,” under the following circumstances:

The terms and conditions pursuant to which an Option vests in the Participant and becomes exercisable shall be determined by the Administrator and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator. At any time after the grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the vesting of the Option.

-4 Vesting Notwithstanding anything in Section 4.2 to the contrary, [Schedule D.1] Participants shall be vested in their Retirement Contribution Accounts upon completing three years of Vesting Service. For this purpose, a “Year of Vesting Service” means a Plan Year in which the [Schedule D.1] Participant is credited with at least 1,000 Hours of Service. Service with Knife River Corporation and Affiliates shall be recognized for purposes of this Section D.1-4, including, but not limited to, service that occurred prior to the Effective Date, applying these rules as if Knife River Corporation and its affiliates at that time were Affiliates under the Plan. Notwithstanding the foregoing, a [Schedule D.1] Participant shall be fully vested in his or her Retirement Contribution Account upon death, Disability, or attaining Normal Retirement Age.

Vesting Conditions. Your Incentive Bonus will be subject to repayment in accordance with the provisions of this Section 2.

General Vesting. Except as otherwise provided in [Sections 3(b) and 4] below, your Award shall vest on <> (the “Vesting Date”) if you remain a member of the Board of Directors of ​ or one of its Subsidiaries continuously through the Vesting Date.

Vesting Acceleration. Effective as of January 1, 2019, # Gulf Power Company will cease to be an Employing Company under the Plan; and # Participants who cease to be Employees due to the sale of Gulf Power Company will be deemed to be fully vested in their Accounts for all purposes hereunder.

Scheduled Vesting. The number of Units that have been earned during the Performance Period, as determined by the Committee in accordance with [Exhibit 1], will vest on the Scheduled Vesting Date, so long as your Service has been continuous from the Grant Date to the Scheduled Vesting Date. For these purposes, the “Scheduled Vesting Date” means the date the Committee certifies # the degree to which

This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

Vesting Schedule. The Option will become vested and exercisable as follows: