MDU Resources Group, Inc. 401(k) Retirement Plan, as restated as of January 1, 2017

Eligibility for Participation. Each Eligible Employee who was a Participant in the Plan immediately prior to the Effective Date shall continue to participate in the Plan as of the Effective Date.

Each other Eligible Employee who is not a Participant prior to the Effective Date or who becomes an Eligible Employee on and after the Effective Date shall become a Participant on the date he or she becomes an Eligible Employee, provided such Eligible Employee complies with any enrollment procedures established by the Committee.

A Participant shall terminate active participation in the Plan upon any of the following events:

Death

Retirement

Disability

Other termination of employment with the Employer

A Participant who elects, pursuant to Section 4.5(b), to make a complete or partial withdrawal from the Savings Contribution Account, Matching Contribution Account, and Rollover Account after age 59-1/2 shall not be deemed to terminate participation in the Plan by such election alone.

A Participant who ceases to be an Eligible Employee (other than by termination of employment), or discontinues savings contributions under Section 3.1, or enters the military service of the United States, shall also be an inactive Participant with respect to the Deferred Savings Feature of the Plan; provided, however that,

Reemployment. An Eligible Employee or Participant who terminates employment with the Employer and who is subsequently reemployed as an Eligible Employee shall become a Participant on the date of his or her reemployment, provided such Eligible Employee complies with an enrollment procedures established by the Committee. Notwithstanding any provision of the Plan to the contrary, an individual rehired after January 1, 2011 as a student, intern or temporary employee as defined by the payroll practices of the Employer will not be an Eligible Employee and will not become a Participant in the Plan, except that Davis-Bacon Employees described in Paragraph G-4 of Supplement G to the Plan who are temporary employees will become Eligible Employees upon the completion of one Hour of Service.

Maximum. A Participant may contribute, by payroll deduction, any whole percentage of the Participant’s Compensation for each pay period to the Participant’s Savings Contribution Account, subject to the following maximum percentages: (i) 50% of the Participant’s Compensation if the Participant is not a Highly Compensated Employee, and (ii) 22% of the Participant’s Compensation if the Participant is a Highly Compensated Employee.

Savings contributions on behalf of a Participant shall constitute Employer contributions to the Plan and shall be credited to such Participant’s Savings Contribution Account, subject to Section 3.5. An Employer may withhold a Participant’s Savings Contributions from any portion of the Participant’s taxable income (without regard to whether such taxable income constitutes “Compensation” under the Plan) so long as the applicable deferral limits set forth in Section 3.1(a) above are not exceeded.

Upon becoming a Participant, and at any time thereafter, each Participant may elect the percentage of Compensation to be contributed as a Savings Contribution to the Plan. Any such election will take effect as soon as administratively feasible. Each election by a Participant under this Section shall be made pursuant to the method established by the Committee for this purpose.

Effective September 1, 2007, if a Participant fails to make an election within thirty (30) days of becoming a Participant, the Participant shall be deemed to have elected to have three percent (3%) of Compensation withheld and contributed to the Plan, effective as soon as administratively feasible following the thirty (30) day period. Prior to the date an automatic deferral election is effective, the Participant shall receive a notice that explains the automatic deferral feature, the Eligible Employee’s right to elect not to have Compensation automatically reduced, and the procedure for making an alternate election. An automatic deferral election shall be treated, for all purposes of the Plan, as a voluntary deferral election.

Effective January 1, 2017, if a Participant fails to make an election within thirty (30) days of becoming a Participant, the Participant shall be deemed to have elected to have four percent (4%) of Compensation withheld and contributed to the Plan, effective as soon as administratively feasible following the thirty (30) day period. Prior to the date an automatic deferral election is effective, the Participant shall receive a notice that explains the

Notwithstanding a Participant’s election under Subsection 3.1(c) or deemed election under Subsection 3.1(d) or (e) above, each Participant who is contributing less than fifteen percent (15%) of Compensation to the Plan on January 16, 2012, and January 1 of each year thereafter, shall be deemed to have elected to increase the Participant’s deferral percentage by one percent (1%) on and after March 1, 2012, and January 1 of each year thereafter; provided, however, that this Subsection 3.1(f) shall not apply to any Participant who has elected to opt out of the automatic deferral escalation feature.

Savings Contributions must be contributed to the Trust Fund as soon as practicable, but in no event later than the fifteenth (15th) business day of the month following the month in which such deferrals were made. Savings Contributions made pursuant to Subsection 3.1(d), (e), or (f) above shall be invested pursuant to Subsection 5.2(a) below.

Suspension of Participant Contribution. A Participant may suspend the amount of savings contributions at any time as provided in Section 3.1 (c). Such suspension will take effect as soon as administratively feasible. A Participant will not be permitted to make up suspended savings contributions to the Plan.

Standard Match. Each Employer shall make a contribution for each pay period equal to fifty percent (50%) of the savings contribution made by the Employer under Section 3.1 for such pay period on behalf of the Participants employed by that Employer provided, however, that a Participant’s savings contributions in excess of six percent (6%) of Compensation for such pay period shall not be eligible for matching contributions. Notwithstanding the immediately preceding sentence, an Employer, by resolution of its board of directors and subject to the approval of the Committee, may provide for a standard matching contribution on behalf of Participants employed by that Employer that differs from the matching contribution stated above. In which case, the matching contribution so adopted by the Employer and approved by the Committee shall be set forth in a separate schedule forming a part of the Plan and shall be applicable to that Employer in lieu of the matching contribution stated above until changed by action of the Board of Directors of the Employer and approved by the Committee. Matching contributions on behalf of a Participant shall be made in cash and credited to such Participant’s Matching Contribution Account.

Employer Contributions. Each Employer, in its sole discretion, may make either or both of the following types of contributions to the Plan on behalf of Participants employed by that Employer.

Profit Sharing. Each Employer may establish a “Profit Sharing Feature” by which a contribution to the Plan may be allocated to Participants pursuant to criteria related to the Employer’s annual performance, as established by resolution of its governing entity and subject to the approval of the Committee. Each Profit Sharing Feature shall be set forth in a supplement forming part of the Plan and shall be applicable to that Participating Affiliate until changed by action of the governing entity of the Participating Affiliate and approved by the Committee. Any such contribution will be made in accordance with Section 5.1 and will be invested pursuant to the Participant’s current election of investment of future contributions.

Retirement Contribution. Each Employer may establish a “Retirement Contribution Feature” by which a contribution to the Plan will be allocated to Participants pursuant to a specific formula established by resolution of its governing entity and subject to the approval of the Committee. Each Retirement Contribution Feature shall be set forth in a supplement forming part of the Plan and shall be applicable to that Participating Affiliate until changed by action of the governing entity of the Participating Affiliate and approved by the Committee. Any such contribution will be

For each Plan Year, the Plan shall comply with Code Section 401(k)(3). Specifically, if the Actual Deferral Percentage (as defined in paragraph (c) below) of Compensation for Participants who are Highly Compensated Employees is more than the amount permitted under the special limitations set forth in paragraph (b) of this Section 3.5, the savings contributions made by the Highly Compensated Employees will be reduced (in the order of those Highly Compensated Employees with the highest dollar contribution amount) to the extent necessary to meet the requirements of paragraph (b) below. The Employer shall pay directly to the Participant any excess amounts withheld for contribution. Any excess savings contributions made to the Trust Fund, plus any related earnings thereon, shall be distributed to such Participants before the end of the Plan Year following the Plan Year in which such excess savings contributions are made. Amounts to be distributed to a Participant pursuant to the previous sentence shall be reduced by the amounts (if any) to be distributed to that Participant pursuant to paragraph (g) below.

The Actual Deferral Percentage for any Plan Year beginning on or after January 1, 1987 of all Eligible Employees who are Highly Compensated Employees shall not exceed, alternatively: (I) 125 percent of the Actual Deferral Percentage for all Eligible Employees who are not Highly Compensated Employees, or (II) 200 percent of the Actual Deferral Percentage for Eligible Employees who are not Highly Compensated Employees, provided that the Actual Deferral Percentage for all Highly Compensated Employees does not exceed the Actual Deferral Percentage for all other Eligible Employees by more than 2 percentage points.

For purposes of this Section 3.5, the Actual Deferral Percentage for a Plan Year shall be the average of the ratios, calculated separately for each Eligible Employee in each group, of the amount of savings contributions credited to the Savings Contribution Account on behalf of each Eligible Employee for such Plan Year to the Eligible Employee’s Section 415 Compensation (as defined in Section 3.7) for such Plan Year.

If a reduction in the amount of savings contributions on behalf of a Participant is required because of the application of (a) above, the reduction shall be treated as taxable earnings to the Participant for the pay period in which the reduction occurs, and the Employer shall withhold any taxes required by law on such taxable earnings.

If a distribution of excess deferral contributions (and related earnings) is required because of the application of (a) above, the Employer shall withhold any taxes required by law on such distribution.

In the event an active Participant is required to reduce savings contributions to the Plan as a result of the application of the provisions of (a) above, the matching contribution under Section 3.3 made on behalf of the Participant for the remainder of the Plan Year shall be applied to the reduced amount of savings contributions.

Notwithstanding the foregoing provisions of this Section 3.5, the maximum amount of savings contributions credited to the Savings Contribution Account on behalf of a Participant in any calendar year may not exceed $18,000, as may be adjusted in accordance with regulations prescribed by the Secretary of the Treasury to reflect increases in the cost of living, and any such contributions made to the Savings Contribution Account in excess of such $18,000 amount (as adjusted), plus any related earnings on such excess amount, shall be distributed to the Participant no later than April 15 following the close of the calendar year in which such excess contributions are made. The amount of savings contributions distributed to a Participant pursuant to the immediately preceding sentence shall be reduced by the amount of savings contributions distributed to such Participant pursuant to paragraph (a) above for the same Plan Year.

The earnings allocable to distributions of savings contributions exceeding the limits of paragraph (b) or (g) shall be the sum of: (i) the earnings attributable to the Participant’s savings contributions for the year multiplied by a fraction, the numerator of which is the applicable excess amount, and the denominator of which is the balance in the Savings Contribution Account of the Participant on the last day of such year reduced by gains (or increased by losses) attributable to such account for the year; and (ii) ten percent (10%) of the amount determined under (i) multiplied by the number of whole calendar months between the end of the Plan Year and the date of distribution, counting the month of distribution if distribution occurs after the fifteenth (15th) of such month.

All employees who are eligible to make savings contributions under the Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code, effective for contributions made after December 31, 2001. Such catch-up contributions shall not be taken into account for purposes of implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable by reason of the making of such catch-up contributions. Pre-tax deferrals are matched up to the maximum

For each Plan Year, the Plan shall comply with Code Section 401(m)(2). Specifically, if the Contribution Percentage (as defined in paragraph (c) below) for Participants who are Highly Compensated Employees is more than the amount permitted under the special limitations set forth under paragraph (b) of this Section 3.6, the Employer matching contributions credited to the Matching Contribution Accounts of those Participants who are Highly Compensated Employees shall be reduced (in the order of the Highly Compensated Employees with the highest dollar amount of matching contribution) to the extent necessary to meet the requirements of paragraph (b) below. Any excess matching contributions made to the Trust Fund, plus any related earnings thereof, shall be distributed to such Participants before the end of the Plan Year following the Plan Year in which such excess matching contributions are made. The earnings allocable to distributions of savings contributions exceeding the limits of paragraph (b) or (g) shall be the sum of: (i) the earnings attributable to the Participant’s savings contributions for the year multiplied by a fraction, the numerator of which is the applicable excess amount, and the denominator of which is the balance in the Savings Contribution Account of the Participant on the last day of such year reduced by gains (or increased by losses) attributable to such account for the year; and (ii) ten percent (10%) of the amount determined under (i) multiplied by the number of whole calendar months between the end of the Plan Year and the date of distribution, counting the month of distribution if distribution occurs after the fifteenth (15th) of such month. In addition, if the Employer or the Committee determines that contributions or matching contributions would be in excess of the special limitations set forth under paragraph

The Contribution Percentage for any Plan Year of all Eligible Employees who are Highly Compensated Employees shall not exceed, alternatively: (A) 125 percent of the Contribution Percentage for all Eligible Employees who are not Highly Compensated Employees, or (B) 200 percent of the Contribution Percentage for Eligible Employees who are not Highly Compensated Employees, provided that the Contribution Percentage for all Highly Compensated Employees does not exceed the Contribution Percentage for all other Eligible Employees by more than 2 percentage points.

For purposes of this Section 3.6, the Contribution Percentage for a Plan Year shall be the average of the ratios, calculated separately for each Eligible Employee in each group, of the amount of matching contributions to the Matching Contribution Account on behalf of each Eligible Employee for such Plan Year to the Eligible Employee's Section 415 Compensation (as defined in Section 3.7) for such Plan Year.

If a reduction in the amount of savings contributions on behalf of a Participant is required because of the application of paragraph (a) above, the reduction shall be treated as taxable earnings to the Participant for the pay period in which the reduction occurs, and the Employer shall withhold any taxes required by law on such taxable earnings.

If a distribution of excess savings contributions or excess matching contributions (and related earnings) is required because of the application of a) above, the Employer shall withhold any taxes required by law on such distribution.

In the event an active Participant is required to reduce savings contributions to the Plan as a result of the application of the provisions of paragraph (a) above, the matching contribution under Section 3.3 made on behalf of the Participant for the remainder of the Plan Year shall be applied to the reduced amount of savings contributions.

Contribution Limitation. Notwithstanding any provision of the Plan to the contrary, and except to the extent permitted under Section 414(v) of the Code, the “annual additions” (as defined below) to a Participant’s Accounts shall not exceed the lesser of (a) 100 percent of the Participant’s total “Section 415 compensation” (as defined below) or (b) $53,000, as adjusted for cost-of-living increases under Section 415(d) of the Code. Plan benefits shall be paid in accordance with Section 415 of the Code and applicable Treasury Regulations issued thereunder, the requirements of which are incorporated herein by reference to the extent not specifically provided herein.

Rollover Contributions. At the direction of the Committee, and in accordance with such uniform rules as the Committee may from time to time establish, rollovers described in Section 402(c) of the Code, rollovers from an annuity contract described in Section 403(b) of the Code, rollovers from an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that is not tax-exempt, and rollovers from an Eligible Employee under another plan which meets the requirements of Section 401(a) of the Code, including after-tax employee contributions, may be received by the Trustee and will be credited to an Account established in the name of the Eligible Employee. Any rollover contribution made in accordance with the preceding sentence must be made in cash; rollover contributions of property other than cash will not be accepted. Any amount received

The Employer shall maintain, or cause to be maintained, records which reflect the interest of each Participant’s Savings Contribution Account, Matching Contribution Account, ESOP Account, Rollover Account, and Profit Sharing Account, as applicable, including all contributions, income, gains or losses, and withdrawals with respect to such Accounts. Records for the Participants’ Accounts shall be maintained in accordance with procedural rules as determined by the Committee. As of such valuation dates as the Committee shall determine, but not less frequently than once each Plan Year, the Committee shall determine the value of each Participant’s Accounts.

At least once each Plan Year, the Employer shall cause to be furnished to each Participant a statement of the contributions made by the Employer on the Participant’s behalf, and the value of the Participant’s Accounts, as well as such information as may be necessary to set forth earnings, gains, or losses with respect to the Participant’s Accounts.

A Participant will, at all times, have a fully vested and nonforfeitable right to the value of the Participant’s Savings Contribution Account, Matching Contribution Account, Rollover Account, and ESOP Account. As described in any Plan supplement adding a Profit Sharing feature, a number of years of service may be required for the Participant to be fully vested in their Profit Sharing Account. If a Participant terminates employment before becoming fully or partially vested in their Profit Sharing Account, the non-vested portion in such account shall be forfeited as of the last day of the Plan Year in which the Participant terminates employment with

If a Participant’s employment with the Company and all Affiliates terminates before becoming vested in their Profit Sharing Account, and such Participant is subsequently reemployed by the Company or an Affiliate, the following special rules shall apply:

A “1-Year Break In Service” means a Plan Year in which a terminated Participant completes less than 500 Hours of Service.

If the Participant was not vested at his or her prior termination of employment, the Participant’s years of vesting service prior to the termination of employment shall be aggregated with years of vesting service accrued upon reemployment only if number of their consecutive 1-Year Breaks in Service is less than five (5).

In the case of a Maternity or Paternity Absence (as defined below), a Participant shall be credited, for the first Plan Year in which they otherwise would have incurred a 1-Year Break In Service (and solely for purposes of determining whether such a Break In Service has occurred), with the Hours of Service which normally would have been credited to the Participant but

If a Participant terminated employment with the Company and all Affiliates before the Participant was fully vested in the Participant’s Profit Sharing Account, and is reemployed by the Company or an Affiliate before incurring five (5) consecutive 1-Year Breaks In Service, the forfeiture which resulted from their earlier termination of employment (unadjusted by subsequent gains or losses if the Participant received a prior distribution from the Plan) shall be recredited to the Participant’s Profit Sharing Account as of the accounting date coincident with or next following the date of their reemployment.

The amount credited to a Participant’s Accounts, to the extent such Participant is vested in such Accounts, shall become payable to the Participant (or the beneficiary, as applicable) subject to Section 4.6 upon any of the following events:

Retirement;

Disability;

Death;

Other termination of employment with the Employer;

As a hardship withdrawal under Section 4.5(a);

As a withdrawal after age 59-1/2 pursuant to Section 4.5(b).

Method of Payment. Participants (or their beneficiaries), in accordance with such uniform rules as the Committee may establish, shall elect distribution of their Accounts in one of the following methods:

as a single sum distribution; or

in annual installments over a period of time, not to exceed five (5) years.

Hardship Withdrawal. A Participant may apply for a hardship withdrawal at any time. The withdrawal must be for an immediate and heavy financial need of the Participant for which funds are not reasonably available from other resources of the Participant. If approved, such withdrawal shall equal the lesser of: 1) the amount required to be distributed to meet the need created by the hardship, (including any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the withdrawal), or 2) the value of the Participant’s Savings Contribution Account (excluding earnings credited to such Account after December 31, 1988), Matching Contribution Account, ESOP Account, Rollover Account, and vested portion of the Profit Sharing Account. Immediate and heavy financial needs are limited to amounts necessary for:

Unreimbursed medical expenses (as defined in Section 213 of the Code, determined without regard to whether the expense exceeds 7½% of

Preventing foreclosure on or eviction from the Participant’s principal residence.

Costs directly related to the purchase of the Participant’s principal residence, not including mortgage payments.

Tuition, room and board, and related educational fees for the next 12 months of post-secondary education for the Participant or the Participant’s spouse, children, or dependents.

Funeral or burial expenses for the Participant’s deceased parent, spouse, children or dependents.

Expenses for repair of damages to the Participant’s principal residence that would qualify for a casualty loss deduction under Section 165 of the Code (determined without regard to whether the loss exceeds ten percent (10%) of adjusted gross income).

Withdrawal After Age 59-1/2. A Participant who has attained age 59-1/2 may withdraw, by written election to the Committee once per Plan Year, all or any portion of the Participant’s Savings Contributions Account, Matching Contribution Account, ESOP Account, Rollover Account, and vested portion of the Profit Sharing Account, in cash or in the form of Common Stock.

Rollover Withdrawal. A Participant may withdraw, at any time by written election, all or any portion of the Participant’s Rollover Account.

When Distributions May Commence. If a Participant has incurred a distribution event described in Section 4.3 and requests a distribution of the Account, amounts credited to such Participant’s Accounts will be paid as soon as practicable after such amounts are ascertained. In accordance with Section 414(u)(12) of the Code, a Participant receiving a differential wage payment (as defined in Section 3401(h)(2) of the Code) shall be treated as having been severed from employment with the Employers and Affiliates for purposes of taking a distribution of his or her Account during any period the Participant performs service in the uniformed services while on active duty for a period of more than 30 days. If a Participant elects to receive a distribution pursuant to the preceding sentence, such Participant shall not be permitted to make Savings Contributions under Section 3.1 of the Plan during the six-month period beginning on the date of the distribution.

When Distributions Must Commence

Accounts Not Exceeding $1,000. If a Participant incurs a distribution event described in Section 4.3(a)(i)-(iv) and the value of the Account (excluding any loan offset amount) does not then exceed $1,000, such Account shall be distributed as soon as practicable after such amounts are ascertained without the need for the Participant’s consent to such distribution.

Accounts in Excess of $1,000. If a Participant incurs a distribution event described in Section 4.3(a)(i)-(iv) payment of a Participant’s Accounts shall commence not later than the 60th day after the end of the calendar year in which the latest of the following events occurs:

the Participant attains age 62;

the tenth anniversary of the year in which the Participant commenced participation in the Plan occurs; or

the Participant terminates employment with the Company and all Affiliates; provided, however, that the Participant may elect to defer distribution of the Accounts (by not requesting a distribution) until attainment of age 70-1/2. As a result, if the Participant’s Account (excluding the balance in the Participant’s Rollover Account and any loan offset amount) exceeds $1,000, a distribution will not be made to the Participant before attainment of age 70-1/2 without consent. Upon a Participant’s attainment of age 70-1/2, distribution of the Account shall commence as soon as practicable after such amounts are ascertained. If a Participant dies before age 70-1/2 and the Participant’s surviving spouse is the beneficiary, the surviving spouse may elect to defer distribution of the Participant’s Account until the Participant would have attained age 70-1/2.

Minimum Distribution Rules for Employees Who Continue in Service After Attaining Age 70-1/2. All distributions under the Plan shall be made in accordance with Code Section 401(a)(9) and the regulations promulgated thereunder.

5% Owners in Service After Attaining Age 70-1/2. With regard to a Participant who is a 5% owner (as defined in Code Section 416), payment of a benefit under the Plan shall commence no later than the April 1 next following the calendar year in which such Participant attains age 70-1/2, regardless of whether the Participant has retired or otherwise terminated employment as of such date.

All Other Participants in Service After Attaining Age 70-1/2. With regard to Participants other than 5% owners who continue to be an active employee after attaining age 70-1/2, distribution of their Accounts is not required until they terminate employment.

Distributions Made in Accordance with Code Section 401(A)(31). This Section applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. With respect to any portion of a distribution from the Plan on behalf of a deceased Participant made on or after January 1 2007, if a direct trustee-to-trustee transfer is made to an individual retirement plan described in Section 408(a) or (b) of the Code (an “IRA”), which IRA is established for the purpose of receiving the distribution on behalf of an individual who is a designated beneficiary (as defined by Section 401(a)(9)(E) of the Code) of the Participant and who is not the surviving spouse of the Participant, then the transfer shall be treated as an eligible rollover distribution for purposes of this Plan and Section 402(c) of the Code. For purposes

Loans to Participants. While it is the primary purpose of the Plan to accumulate retirement funds for Participants, it is recognized that under some circumstances it is in the best interest of Participants to permit loans to be made to them while they continue in the active service of the Employer. Accordingly, the Committee, pursuant to such rules as it may from time to time establish and upon application by a Participant supported by such evidence as the Committee requests, may make loans to Participants subject to the following:

The amount of any loan made to a Participant, when added to the outstanding balance of all other loans made to the Participant from all qualified plans maintained by the Employer and any Affiliates shall not exceed the lesser of:

$50,000, reduced by the excess (if any) of:

the highest outstanding balance during the one-year period ending immediately preceding the date of the loan, over

the outstanding balance on the date of the loan, of all such loans from all such plans, or

one-half of the Participant’s total vested account balances under the Plan.

Each loan must be evidenced by a promissory note prepared in a form approved by the Committee and shall bear interest at a commercially reasonable rate as determined by the Committee; provided however, that the applicable interest rate shall not exceed six percent (6%) during any period that the Participant receiving the loan is on military leave, in accordance with the Service members Civil Relief Act. The repayment of any loan must be made in at least quarterly installments of principal and interest; provided, however, that this quarterly amortization requirement shall not apply while a Participant is on a leave of absence (for a period, not longer than one year), if the following conditions are met: (i) the Participant is on leave either without pay from the Employer, or at a rate of pay (after income and employment tax withholding) that is less than the amount of the installment payments required under the terms of the loan; (ii) the loan must be repaid by the latest date permitted under Section 4.8(c), below, and (iii) the installments due after the leave of absence ends (or if earlier, upon the expiration of the first year of the leave of absence) must not be less than those required under the terms of the original loan.

Each loan shall specify a repayment period that shall not extend beyond five years. If a Participant’s employment is involuntarily terminated in connection with the sale, outsourcing or other divestiture of an Employer, then the Committee may establish uniform rules pursuant to which a Participant may elect a rollover of his or her outstanding loan to an eligible retirement plan. However, the five-year limit shall not apply to any loan used to acquire any dwelling unit which, within a reasonable time, is to be used (determined at the time the loan is made) as the principal residence of the Participant, in which event the time limit shall be fifteen years.

Effective Date. The provisions of this Article will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

Precedence. The requirements of this Article will take precedence over any inconsistent provisions of the Plan; provided, however, that this Article shall not require the Plan to provide any form of benefit, or any option, not otherwise provided under the Plan.

Requirements of Treasury Regulations Incorporated. All distributions required under this Article will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

TEFRA Section 242(b) Elections. Notwithstanding the other provisions of this Article, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

Definitions. For purposes of this Article IV A, Minimum Distribution Requirements terms shall have the same meaning contained in Article I, unless an alternate definition is listed hereinafter in Section 4A.5, in which case the definition in hereinafter in Section 4A.5 shall control.

Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

Death of Participant before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2, if later.

If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, and if distribution is to be made over the life or over a certain period not exceeding the life expectancy of the Designated Beneficiary (if permitted under Section 4 of the Plan), distribution to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, or if the provisions of subsection (i) and (ii) do not otherwise apply, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 4A.2(b), other than Section 4A.2(b)(i), will apply as if the surviving spouse were the Participant.

Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year, distributions will be made in accordance with Sections 4A.3 and 4A.4. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

the quotient obtained by dividing the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

if the Participant’s sole Designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using

Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 4A.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

Participant Survived by Designated Beneficiary. Subject to the provisions of this Article, if the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s Designated Beneficiary, determined as follows:

The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age

If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s Designated Beneficiary, determined as provided in Section 4A.4(a).

No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of

Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 4A.2(b)(i), this Section 4A.4(b) will apply as if the surviving spouse were the Participant.

Designated Beneficiary. The individual who is designated as the Beneficiary under Section 6.6 of the Plan and is the designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 4A.2(b). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

Participant’s Account Balance. The Account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

Required Beginning Date. The date specified in Section 4.6 of the Plan.

Election to Receive Required Minimum Distributions for 2009. Notwithstanding any other provision of this Section 4A of the Plan, a Participant or Beneficiary who would have been required to receive a required minimum distribution for 2009 but for the enactment of section 401(a)(9)(H) of the Code (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are: (i) equal to the 2009 RMDs; or (ii) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. In addition, notwithstanding Section 4.7 of the Plan, and solely for purposes of

Making of Contributions. Once each month, or as otherwise determined by the Committee subject to the Employer’s consent, the Employer will pay over contributions to the Trustee to be held in trust and invested as herein provided and as set out more fully in the Trust Agreement. The Employer’s matching contributions and Profit Sharing contributions, if any, shall not be made later than the due date for filing the Employer’s federal income tax return for the Tax Year, including any extensions thereof. The contributions to this Plan when taken together with all other contributions made by the Employer to other qualified retirement plans shall not exceed the maximum amount deductible under Section 404 of the Code.

Each Participant’s Accounts and earnings credited to such Accounts on and after the Effective Date will be invested in one or more of the Investment Funds. Each Participant will designate the proportion (expressed as a percentage in multiples of one percent (1%)) of such Participant’s Accounts to be invested in each Investment Fund. Such designation, once made, can be changed at any time and will take effect as soon as administratively feasible. Participants may also, at any time and independent of changing their election of investment of future savings contributions, transfer the amount equivalent to the Participant’s interest or any partial interest (expressed as a percentage in multiples of one percent (1%) or in dollars) from one Investment Fund to another. Any designation made under this Section 5.2(a) shall be made pursuant to the method established by the Committee for this purpose.

Each Participant shall have an interest in each Investment Fund in which the Participant has elected to have invested all or any part of the Participant’s savings contributions under Section 3.1. The Participant’s interest at any time in the Investment Funds shall be equal to such contributions, adjusted from time to time to reflect the proportionate share of the income and losses realized by such Investment Funds and of the net appreciation or depreciation in the value of such Investment Funds.

Moreover, for any period in which the Plan is an “applicable defined contribution plan” as defined in Section 401(a)(35) of the Code by virtue of the Plan holding applicable publicly traded employer securities, the Company shall permit Participants, beneficiaries, and alternate payees to direct the investment of their accounts under rules and procedures that comply with Section 401(a)(35) of the Code and applicable Treasury Regulations thereunder.

One of the Investment Funds shall be a fund invested primarily in Common Stock (the “Common Stock Investment Fund”). The Common Stock Investment Fund is intended to be a permanent Investment Fund under the Plan, unless the Committee concludes that it is clearly imprudent to continue the Common Stock Investment Fund as an Investment Fund under the Plan. The Committee will evaluate the prudence of maintaining the Common Stock Investment Fund not on the basis of the risk of the Common Stock Investment Fund standing alone, but in light of the availability of other Investment Funds under the Plan and the ability of Participants

Voting of Common Stock of the Company. Each Participant shall have the right to direct the Trustee as to the manner in which shares of Common Stock allocated to the Participant’s Accounts are to be voted. The Company shall furnish the Trustee and the Participants with notices and information statements when voting rights are to be exercised, in such time and manner as may be required by applicable law and the Certificate of Incorporation and Bylaws of the Company. Such statements shall be substantially the same for Participants as for holders of Common Stock in general. The Participant may, in the Participant’s discretion, grant proxies for the exercise of the Participant’s voting rights under this Section 5.3 in accordance with proxy provisions of general application. The Trustee shall vote such Common Stock in accordance with the direction of the Participant. Fractional shares of Common Stock allocated to Participants Accounts shall be combined to the largest number of whole shares and voted by the Trustee to the extent possible to reflect the voting direction of the Participants holding fractional shares. Subject to the terms of the immediately following sentence, the Trustee shall vote Allocated Shares of the Company’s Common Stock for which it has not received valid direction proxies (the “Non‑Directed Shares”) and any shares that have not been allocated to Plan participants’ accounts in accordance with the Board’s recommendation on all of the matters.

Tendering of Stock. A Participant (or in the event of death, the beneficiary) shall have the right to instruct the Trustee in writing as to the manner in which to respond to a tender or exchange offer in any and all shares of Common Stock credited to such Participant’s Accounts. The Employer shall notify each Participant (or beneficiary) and utilize its best efforts to distribute or cause to be distributed in a timely fashion such information as will be distributed to shareholders of the Employer in connection with any such tender or exchange offer, together with a form requesting confidential instruction to the Trustee as to the

Dividend Election. Effective as of May 25, 2006, each Participant (or, where applicable, a Participant’s Designated Beneficiary or an alternate payee) will have the right to elect to receive a cash payment of the dividends, if any, paid on all shares (vested or unvested) of Common Stock in the Participant’s ESOP Account or to reinvest such vested dividends in Common Stock in the Participant’s ESOP Account. Participants shall be fully vested in all dividends, if any, paid on the shares of Common Stock held in the Participant’s ESOP Account. If a Participant (or the Participant’s Designated Beneficiary or an alternate payee) does not make an affirmative election under this Section, the Participant will be deemed to have elected to reinvest vested dividends in the ESOP account. The Committee will establish rules and procedures for the election, including the procedures for determining the number of shares of Common Stock in each Participant’s ESOP Account on the record date of the dividend. Reinvested dividends will be paid to the Plan and credited to the Participant’s ESOP Account. If a Participant elects to receive dividends in cash, such dividends shall be paid to the Participant by the Plan and shall not constitute Eligible Rollover Distributions under Section 4.7. Partial elections (i.e., electing to receive part of a dividend in cash and to reinvest part) shall not be permitted.

Named Fiduciaries. The Plan shall be administered by the Committee consisting of the Chief Financial Officer of the Company, and between four to ten other individuals appointed by the Chief Executive Officer of the Company who are employed by the Company.

Administrative Powers and Duties. In administering the Plan, the Committee shall have such duties and powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following:

To construe and interpret the provisions of the Plan and make factual determinations thereunder, including the discretionary power to determine the rights or eligibility of employees or Participants and any other persons, and the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies, or omissions, and such determinations shall be binding on all parties;

To prescribe procedures to be followed for the proper and efficient administration of the Plan;

To prepare and distribute information explaining the Plan;

To receive from the Employer and from all Participants such information as shall be necessary for the proper administration of the Plan;

To prepare such reports with respect to the administration of the Plan as are reasonable and appropriate, including the power and authority to cause to be prepared, to execute, and to deliver any governmental filings related to the Plan including, without limitation, annual reports (Form 5500 series) and Internal Revenue Service determination letter filings;

To furnish each Participant a statement showing the status of that Participant’s Accounts;

To appoint or employ individuals to assist in the administration of the Plan, including the power and authority to establish one or more committees to handle Participant claims under the Plan and to appoint or remove, for any reason, members of any such committee;

To monitor the Plan to meet the anti-discrimination rules of the Internal Revenue Code;

To keep such accounts and records as the Employer may deem necessary or proper in the performance of its duties under the Plan; and

As described in Article IX, to extend the Plan to Affiliates.

The Committee shall make all determinations as to the right of any such person to a benefit under the Plan. Any Participant, beneficiary, or the authorized representative of either of the foregoing may file a request for benefits under the Plan. Such request shall be deemed filed when made in writing, addressed, or hand-delivered to the Committee.

The Committee shall determine the entitlement of each claimant to the benefit requested within ninety (90) days after the request is filed unless an extension of

In the event that a claimant’s request for benefits is denied in whole or in part, such claimant shall be furnished with a written notice of the Committee’s decision which sets forth (1) the specific reason or reasons for denial, (2) specific reference to the pertinent Plan provisions upon which the denial is based, (3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why any such material or information is necessary, and (4) appropriate information as to the steps to be taken if the claimant wishes to submit the claim for review.

Any claimant whose request for benefit is denied in whole or in part by the Committee shall be entitled to request the Committee to give further consideration to the claim by filing with such Committee (either by the claimant or through the claimant’s authorized representative) a written request for such a review. The claimant desiring a review may submit written issues and comments to the Committee for its consideration and shall be entitled to review any documents pertinent to such Committee’s decision. The Committee, in its sole discretion, may request a meeting to clarify any matters which it deems appropriate. Subject to the

Any request for a review of the Committee’s decision must be filed within sixty (60) days after receipt by the claimant of written notification of denial of the request for benefits. If no request is received within such time limit, the denial of benefits determined by the Committee shall be final. If a request for review is filed, the Committee shall promptly consider such request and shall render its decision thereon within sixty (60) days after the receipt of the request for review, absent special circumstances (such as the need to hold a hearing), which require an extension of time for processing. In no event shall the decision be rendered more than one hundred and twenty (120) days after the receipt of a request for a review. In the event that at the time such a request for review is filed the Committee has established a practice of holding regularly scheduled meetings on at least a quarterly basis, such decision shall be made at the next ensuing regular meeting unless the request for review is filed within thirty (30) days preceding the date of such meeting. In such event, a decision may be made by the Committee no later than the date of the second ensuing regularly scheduled meeting following the receipt of the request for review, unless special circumstances require a further extension of time for processing. In no event may the decision be rendered later than the third meeting of the Committee following the receipt of the request for review.

Benefits under this Plan will be paid only if the Committee, or its delegate, determines in its sole discretion that the claimant is entitled to them. Subject to applicable law, any interpretation of the provisions of the Plan and any decisions on any matter within the discretion of the Committee made by the Committee in good

After exhaustion of the Plan’s claim procedures, any further legal action taken against the Plan or its fiduciaries by any claimant for benefits under the Plan must be filed in a court of law no later than the earliest of (1) sixty (60) days after the Committee’s (or its delegate’s) final decision regarding the claim appeal, (2) three years after the date on which the Participant or other claimant commenced payment of the Plan benefits at issue in the judicial proceeding, or (3) the statutory deadline for filing a claim or lawsuit with respect to the Plan benefits at issue in the judicial proceeding as determined by applying the most analogous statute of limitations for the state of North Dakota. No action at law or in equity shall be brought to recover benefits under this Plan until the appeal rights herein provided have been exercised and the Plan benefits requested in such appeal have been denied in whole or in part.

Applications and Forms. Any action permitted or required to be taken by a Participant or a Participant’s beneficiary shall be made pursuant to one of the following methods: (i) by filing a written election, (ii) by telephone through a telephone system established by the Committee for this purpose, or (iii) by any other method designated by the Committee. A Participant or a Participant’s beneficiary shall furnish all pertinent information requested by the Committee.

Facility of Distribution and Payment. Whenever, in the Committee’s opinion, a person entitled to receive any distribution or payment under the Plan is under a legal disability or is so incapacitated as to be unable to manage financial affairs, the Committee may make distribution or payment to such person or the person’s legal representative or to a relative of such person in such manner as the Committee considers available. Any distribution or

Beneficiary Designations. A Participant shall designate a beneficiary or multiple or contingent beneficiaries to whom distribution of the Participant’s interest in the Plan shall be made in the event of death prior to the full receipt thereof; provided, however, that in the event the Participant is married on the date of death, such beneficiary shall be deemed to be the Participant’s surviving spouse. The Participant may elect to change or revoke a designated beneficiary at any time; provided, however, that in the event prior to such change or revocation such beneficiary is the Participant’s surviving spouse, such election shall not be effective unless such surviving spouse provides written consent which acknowledges the effect of such election and is witnessed by a Plan representative or a notary public. The affirmative designation of any beneficiary and any elected change or revocation thereof by a Participant shall be made on forms provided by the Committee and shall not in any event be effective unless and until filed with the Committee. If no designated or deemed beneficiary survives the Participant or former Participant, or if any unmarried Participant or former Participant fails to designate a beneficiary under the Plan, the amount payable upon the death of the Participant or former Participant shall be paid to the Participant’s estate.

Form and Method of Designation. The affirmative designation of any beneficiary and any elected change or revocation thereof by a Participant shall be made on forms provided by the Committee and shall, not in any event, be effective unless and until filed with the Committee. The Committee and all other parties involved in making payment to a beneficiary may rely on the latest beneficiary designation on file with the Committee at the time of payment or may make payment pursuant to Section 6.3 if an effective designation is not on file, shall be fully protected in doing so, and shall have no liability whatsoever to

Administrative Expenses. Unless paid by the Company and except as otherwise provided below, all reasonable costs, charges, and expenses incurred in the administration of this Plan, including expenses incurred by the Committee, compensation to the Trustee, compensation to an investment manager, and any compensation to agents, attorneys, actuaries, accountants, record keepers, and other persons performing services on behalf of this Plan or for the Committee will be paid from the Trust Fund in such portions as the Committee may direct. As directed by the Committee, expenses to be paid from the Trust Fund may be drawn from (a) Participants’ Accounts, in the form of a flat fee, charges for specific services, or a percentage of the value of each Account, (b) earnings or gains in each Investment Fund or (c) forfeitures under Section 4.2. Expenses directly related to the investment of a particular Investment Fund (such as brokerage, postage, express and insurance charges, and transfer taxes) shall be paid from that Investment Fund. The Company, in its discretion, may decide to pay the expenses incurred in operating and administering the Plan only for certain groups of Employers or certain groups of Participants.

Trust Agreement. All assets of the Plan shall be held under the Trust Agreement between the Company and the Trustee designated by the Company which shall serve at the pleasure thereof. The Trust Agreement shall provide, among other things, for a Trust Fund to be administered by the Trustee to which all contributions shall be paid, and the Trustee shall have such rights, powers, and duties as the Company shall from time to time determine. All assets of the Trust Fund shall be held, invested, and reinvested in accordance with the provisions of the Trust Agreement.

Reversion. At no time, prior to the satisfaction of all liabilities with respect to Participants and their beneficiaries, shall any part of the assets of the Plan be used for or diverted to purposes other than for the exclusive benefit of such persons; provided, however, Employer contributions may be returned to the Employer (i) if made by the Employer by a mistake of fact, within one year after the payment of the contribution, or (ii) if a contribution is conditioned upon the deductibility of such contribution under Section 404 of the Code, then to the extent the deduction is disallowed, within one year of the disallowance of the deduction. The amount of any contribution that may be returned to the Employer must be reduced by any portion thereof previously distributed from the Trust Fund and by any losses of the Trust Fund allocable thereto, and in no event may the return of such contribution cause any Participant’s account balances to be less than the amount of such balances had the contribution not been made under the Plan.

Amendments. The Company reserves the right to make, from time to time, any amendment or amendments to the Plan which do not cause any part of the Accounts to be used for or diverted to any purpose other than the exclusive benefit of Participants or their beneficiaries and which do not operate retroactively so as to affect adversely the rights of any Participant or beneficiary of the Plan prior to such action. The Company has delegated to the Committee the authority to cause to be prepared, to approve, and to execute any amendments, including for the purpose of merging, consolidating, freezing, or completing the termination of the Plan or Trust; provided, however, the Board of Directors of the Company shall approve any amendment that would result in:

The greater of a 5 percent or $500,000 increase in the cost of funding or administering a Plan, unless:

the Committee reasonably believes that such amendment or action is necessary to bring the Plan or Trust into compliance with ERISA, or any other applicable law, or to maintain the Plan’s or Trust’s qualification under, or compliance with, provisions of the Internal Revenue Code, as from time to time in effect, or

such amendment or action is necessary to implement the provisions of any collective bargaining or other agreement validly executed by any employer participating in the Plan;

Disqualification, termination or partial termination of the Plan or loss of tax-exempt status of the Trust;

Violation of the terms and conditions of any collective bargaining agreement for the Plan and Trust subject to such agreements;

The appointment or removal of a Plan or Trust trustee, investment manager, custodian or other professional firm engaged by the Committee in connection with the investment or management of the Plan’s or Trust’s assets;

A change in the membership or structure, or a material change in the powers, duties or responsibilities, of the Committee or a change in the indemnification of any fiduciary of the Plan or Trust (except that the Committee may amend any Plan to transfer to the Committee any or all of the powers, rights, responsibilities and duties described in Section 6.2 which are currently granted by the Plan neither to the Committee nor to the Company or this Board); or

An increase in the duties or responsibilities of the Board of Directors of the Company under any such Plan or Trust.

Right to Terminate. The Company expects to continue the Plan indefinitely, but the continuance of the Plan and the payment of contributions are not assumed as contractual obligations. If the Plan shall be terminated, the Trustee shall continue to hold, invest, and administer the Trust Fund in accordance with the provisions of the Trust Agreement and shall make distributions there from in accordance with the provisions of the Plan, as then in effect, pursuant to instructions filed with the Trustee by the Committee upon such termination or from time to time thereafter, subject to Section 8.4.

Action by the Company. Any action by the Company to amend or terminate the Plan may be taken by resolution of the Board of Directors or by any person or persons duly authorized by resolution of the Board of Directors to take such action.

Distribution of Accounts upon Plan Termination. The distribution of Participants’ Accounts after termination of the Plan may, in the Company’s discretion, be deferred until receipt of

(a)    Adoption. In the event the Plan is adopted by appropriate action of an Affiliate which the Committee authorizes to adopt the Plan, the Committee may determine the effective date of the Plan as to any such Affiliate and each such Affiliate shall thereupon be a Participating Affiliate and included within the term “Employer.” The Committee may also determine the extent to which service of the employees of any such Affiliate prior to such effective date including with a Predecessor Employer shall be counted as credited service and may otherwise determine the terms and conditions upon which any such Affiliate may adopt the Plan.

No Guarantee of Employment. Nothing contained in the Plan shall be construed as a contract of employment between the Employer and any Eligible Employee or Participant, or a right of any Eligible Employee or Participant to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of its employees.

Nonalienation of Benefits. Except to the extent otherwise provided by Section 401(a)(13) (C) or by the issuance of a qualified domestic relations order (within the meaning of Section 414(p), or such successor Section, of the Code), benefits payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of the Participant, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or otherwise dispose of any right to benefits payable under the Plan, shall be void.

Missing Persons. Any communication, statement, or notice addressed and mailed, postage prepaid, to a Participant for beneficiary, at the latest post office address as stated on the books and records of the Company shall, without limitation, constitute an effective notice upon such person for all purposes of the Plan, and the Employer shall not be obligated to search for or ascertain the whereabouts of any such person. If any such person is notified of entitlement to payment under the Plan, and also is notified of the provisions of this paragraph, and such person fails to claim the benefits or to make the person’s whereabouts known within one year thereafter, the remaining interest of such person may be distributed to any one or more of the spouse or next of kin of the Employee or beneficiary involved as shall be determined by the Employer.

Governing Law. Except as preempted by federal law, the provisions of the Plan will be construed in accordance with the laws of the State of North Dakota.

Merger or Consolidation of Plan. In the event of any merger or consolidation of the Plan with, or transfer in whole or in part of the assets and liabilities of the Accounts to, another plan, the assets of the Participants’ Accounts shall be transferred to the other plan only if each Participant would, if the Plan or the other plan then terminated, receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit the Participant would have been entitled to receive if the Plan had been terminated immediately before the merger, consolidation, or transfer.

Distribution to Alternate Payees. Benefits may be distributed to an alternate payee on the earliest date specified in a qualified domestic relations order, without regard to whether such distribution is made or commences prior to the participant’s earliest retirement age (as defined in Section 414(p)(4)(B) of the Code) or the earliest date that the participant could commence receiving benefits under the Plan.

Top Heavy Plan. The Plan shall be deemed “Top Heavy” with respect to any Plan Year commencing on or after January 1, 1984 if, as of the last day of the preceding Plan Year (the “Determination Date”), the present value of the cumulative account balances for “Key Employees,” as defined in Code Section 416(i), under the Plan and all other plans in the “Aggregation Group,” as defined below, exceeds 60 percent of the present value, as of the Determination Date, of the cumulative account balances under all such plans for all employees of the Employer. For purposes of this Section XI, (i) the term “Aggregation Group” shall mean each plan of the Employer in which a Key Employee participates and each other plan of the Employer which enables such plan to meet the requirements of Code Section 401(a)(4) or 410; (ii) the present value of such account balances shall be computed in accordance with Code Section 416(g); and (iii) the above percentage ratio shall be determined as of the Determination Date by a fraction, the numerator of which is the sum of the present value of the account balances of Key Employees under the Plan and all other plans in the Aggregation Group, and the denominator of which is the sum of the present value of the account balances under all such plans, including the Plan, for all employees of the Employer. The accrued benefits of a Participant who did not perform any services for an Employer during the 1 year period ending on the Determination Date shall be disregarded.

For any Plan Year with respect to which the Plan is deemed Top Heavy, the Employer shall make a Retirement Contribution on behalf of each Participant who is not a Key Employee with respect to such Plan Year in an amount which, when added to the Employer’s matching contribution, if any, made under the Plan on behalf of such Participant for such Plan Year, equals 3 percent of the Participant’s

In the event the Plan is deemed “Top Heavy” pursuant to Section 11.1, each Participant shall have a nonforfeitable right to the Participant’s entire Account balances, including those amounts attributable to the Retirement Contributions under this Section 11.2.

Notwithstanding the provisions of Section 3.5, if during any Plan Year an employee of the Employer participates in both a defined contribution plan and a defined benefit plan maintained by the employer which comprise a Top Heavy Group, as defined in Code Section 416(9)(2)(B), the denominators of the defined benefit plan fraction and the defined contribution plan fraction, as described in Code Section 415(e), shall be calculated by substituting “1.0” for “1.25” each place it appears in such Section; provided, however, that this Section 11.2(c) shall not apply with respect to a plan in the Top Heavy Group if (a) such plan would satisfy the requirements of Code Section 416(h)(2)(A), and (b) the aggregate cumulative accrued benefits and account balances of Key Employees under all plans in the Top Heavy Group do not exceed 90 percent of the aggregate accrued benefits and cumulative account

Notwithstanding the provisions set forth above, Section 16 Officers are subject to special limitations on their ability to effect certain transactions under the Plan, as follows: The Section 16 Officer may affect “Discretionary Transactions,” as defined below, only in compliance with Rule 16b-3(f) of the Securities Exchange Act of 1934, as amended.

is at the volition of a Plan Participant;

is not made in connection with the Participant’s death, retirement, or termination of employment;

is not required to be made available to a Plan Participant pursuant to a provision of the Internal Revenue Code; and

results in either an intra-plan transfer involving an issuer equity securities fund, or a cash distribution funded by a volitional disposition of an issuer equity security.

an acquisition, if the transaction to be exempted would be a disposition; or

a disposition, if the transaction to be exempted would be an acquisition.

Introduction. Effective as of January 1, 1995 (the “Merger Date”), the Anchorage Sand and Gravel Company, Inc. Profit Sharing/401(k) Plan (the “AS&G Plan”) was merged into the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan (the “Plan”). After January 1, 1995 (the “Merger Date”), no further contributions were made to the AS&G Plan. The assets of the trust under the AS&G Plan and participant account balances thereunder were transferred to the Trust and are held, invested, and administered by the Trustee with the other assets of the Trust in accordance with the terms of the Plan and Trust.

Participation. Each participant in the AS&G Plan on December 31, 1994, who had one or more Account Balances under the AS&G Plan on that date automatically became a Participant in the Plan on the Merger Date, and shall continue as a Participant in the Plan until their entire Account Balances are distributed, subject to the terms and conditions of the Plan and this Supplement A. Each AS&G employee not described in the previous sentence shall become a Participant in the Plan under the terms and conditions thereof. Supplement A Participants shall be 100 percent vested in their entire Account Balances at all times.

Use of Terms. Terms used in this Supplement A shall, unless defined in this Supplement A or otherwise noted, have the meanings given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement A are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and the Supplement A.

Introduction. This Supplement B provides for the merger of the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan (for purposes of this Supplement B, the “Plan”) and the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees (for purposes of this Supplement B, the “Bargaining Plan”).

The Merger. Effective January 1, 1999 (the “Merger Date”), the Bargaining Plan was merged into the Plan. Said merger and the resulting transfer of assets described in paragraph 4 below were designated to comply with Sections 401(a)(12), 411(d)(6), and 414(l) of the Internal Revenue Code and the regulations thereunder.

Participation. Each Participant in the Bargaining Plan on the Merger Date automatically became a Participant in the Plan on the Merger Date if such individual had not previously become a Participant in the Plan pursuant to its terms. Until their entire benefits are distributed, such Participants will be treated as Participants under the Plan.

Transfer of Assets. The assets of the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees Trust, which served as the funding vehicle for the Bargaining Plan, were transferred to the trustee of the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan Trust, which served as a funding vehicle for the Plan, on or as soon as practicable after the Merger Date.

Transfer of Account Balances. All accounts maintained under the Bargaining Plan on the Merger Date for Participants were adjusted immediately prior to that date, and the net credit balances in such accounts, as adjusted, were transferred to the Plan and

Limitations. Except to the extent expressly provided herein to the contrary, the benefits provided pursuant to this Supplement B are subject to all of the terms and conditions of the Plan. Unless specified otherwise, terms used in this Supplement which are defined in the Plan shall have the same meanings as given them in the Supplement.

Introduction. Effective July 1, 1998, certain employees of the Company involved in the operations of the Coyote Station facility (the “Affected Employees”) ceased to be employees of the Company and became employees of Otter Tail Power Company (“Otter Tail”).

The Spin-off and Merger. Otter Tail maintained a qualified defined contribution retirement plan (the “Otter Tail Plan”) for the benefit of its eligible employees and the eligible employees of its controlled group members. Effective as of December 31, 1998 (the “Transfer Date”), the portion of the Plan attributable to account balances of the Affected Employees was spun off and transferred into the Otter Tail Plan. The transfer of said portion (the “Spin-Off Portion”) into the Otter Tail Plan and the resulting transfer of assets described in paragraph 3 below were made in accordance with Sections 401(a)(12), 411(d)(6), and 414(l) of the Internal Revenue Code and the regulations thereunder.

Transfer of Assets. On or as soon as practicable after the Transfer Date, the assets of the Trust Fund attributable to accounts of the Affected Participants were transferred to the trustee of the trust that served as a funding vehicle for the Otter Tail Plan.

Transfer of Account Balances. All accounts maintained under the Plan for affected participants were adjusted as of the date immediately preceding the transfer date in accordance with the provisions of Article IV of the Plan. The net credit balances in such accounts as so adjusted as of said date were transferred to the Otter Tail Plan and credited as of Transfer Date to the corresponding accounts maintained for such Affected Employees.

Use of Terms. Terms used in this Supplement C with respect to the Plan shall, unless defined in this Supplement C, have the meanings of those terms as defined in the Plan.

Introduction. Certain Participating Affiliates in the Plan hereby establish Profit Sharing Features as described in this Supplement D-1, and will hereafter be referred to individually as a “Supplement D-1 Company” and collectively as “Supplement D-1 Companies.” These Profit Sharing Features shall be in addition to all other contributions provided pursuant to the Plan, and effective as of the date(s) indicated below.

Eligibility to Share in the Profit Sharing Feature. Participation in the Profit Sharing Feature(s) for any Plan Year is limited to employees of the Supplement D-1 Company who satisfy the Plan’s definition of Eligible Employee (unless otherwise noted below). The current and original effective dates for each Participating Affiliate’s respective Profit Sharing Feature are listed below.

Amount of Profit Sharing Contributions, Allocation. For each Plan Year, the governing entity of each Supplement D-1 Company, in its discretion, shall determine the amount (if any) of profit sharing contributions to be made to the Plan based upon its own profitability. The amount of any such contribution for a Plan Year by any specific Supplement D-1 Company shall be allocated to its Supplement D-1 Participants based upon those Participants’ Compensation, excluding bonuses, received while employed by that Supplement D-1 Company for that Plan Year.

Vesting. Notwithstanding anything in Section 4.2 to the contrary, Supplement D‑1 Participants shall be vested in their Profit Sharing Account only upon completing three (3) Years of Vesting Service as defined below; provided, however that if vesting under an acquired company’s previous retirement plan resulted in an greater vesting percentage, the Profit Sharing Account for employees hired prior to acquisition by the Company or any of its Affiliates shall vest in accordance with the accelerated vesting schedule.

Use of Terms. Terms used in this Supplement D-1 shall, unless defined in this Supplement D-1 or elsewhere noted, have the meanings given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement D-1 are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and the Supplement D-1.

Introduction. Certain Participating Affiliates in the Plan hereby establish Retirement Contribution Features as described in this Supplement D-2, and will hereafter be referred to individually as a “Supplement D-2 Company” and collectively as “Supplement D-2 Companies.” These Retirement Contribution Features shall be in addition to all other contributions provided pursuant to the Plan, and effective as of the date(s) indicated below.

Eligibility to Share in the Retirement Contribution. Participation in the Retirement Contribution(s) for any Plan Year is limited to employees of the Supplement D-2 Company who satisfy the Plan’s definition of Eligible Employee. The current and original effective dates for each Participating Affiliate’s respective Retirement Contribution Feature are listed in the chart below.

Amount of Retirement Contributions, Allocation. For each Plan Year, each Supplement D-2 Company, shall make a Retirement Contribution to the Plan on behalf of the Supplement D-2 Participants that it employs in an amount equal to the percentage of eligible Compensation (excluding bonuses) listed in the table above. Compensation for the Plan Year in which the Retirement Contribution Feature becomes effective for a particular Supplement D-2 Company, shall include Compensation paid to a Supplement

Vesting. Notwithstanding anything in Section 4.2 to the contrary, Supplement D-2 Participants shall be vested in their Profit Sharing/Retirement Contribution Accounts only upon completing three (3) Years of Vesting Service as defined below; provided, however that if vesting under an acquired company’s previous retirement plan resulted in an greater vesting percentage, the Profit Sharing Accounts for employees hired prior to acquisition by the Company or any of its Affiliates shall vest in accordance with the accelerated vesting schedule.

Use of Terms. Terms used in this Supplement D-2 shall, unless defined in this Supplement D-2 or elsewhere noted, have the meanings given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement D-2 are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and the Supplement D-2.

Introduction. Effective January 1, 2006, certain Participating Affiliates in the Plan hereby establish a Retirement Contribution Feature as described in this Supplement D‑6. This Retirement Contribution Feature shall be in addition to all other contributions provided pursuant to the Plan.

Eligibility to Share in the Retirement Contribution. Participation in the Retirement Contribution for any Plan Year is limited to employees who are hired after December 31, 2005, and satisfy the Plan’s definition of Eligible Employee for the following Participating Affiliates:

Amount of Retirement Contribution Allocation. For each Plan Year, the Board of Directors for each above mentioned Participating Affiliate will credit eligible employees with a contribution equal to five percent (5%) of Compensation. The amount of any such contribution for a Plan Year shall be allocated to Supplement D‑6 Participants based upon their Compensation, excluding bonuses received while employed by the identified Participating Affiliate.

Vesting. Notwithstanding anything in Section 4.2 to the contrary, Supplement D-6 Participants shall be vested in their Retirement Contribution only upon completing three (3) years of Vesting Service as defined below.

Use of Terms. Terms used in this Supplement D-6 shall, unless defined in this Supplement D-6 or elsewhere noted, have the meanings given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement D-6 are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and the Supplement D-6.

Introduction. Effective January 1, 2010, certain Participating Affiliates in the Plan hereby establish a Retirement Contribution Feature as described in this Supplement D‑6A. This Retirement Contribution Feature shall be in addition to all other contributions provided pursuant to the Plan.

Eligibility to Share in the Retirement Contribution. Participation in the Retirement Contribution for any Plan Year is limited to individuals who were active Participants in a Company Pension Plan as of December 31, 2009. Notwithstanding the foregoing, active Participants in the MDU Resources Group, Inc. Pension Plan for Collective Bargaining Unit Employees as of June 30, 2011, shall be eligible to participate in this Retirement Contribution Feature, effective July 1, 2011. Furthermore, active participants in the Retirement Plan for Employees of Cascade Natural Gas Corporation, who are covered by a collective bargaining agreement that provides for participation in such plan as of September 30, 2012, shall be eligible to participate in this Retirement Contribution Feature, effective January 1, 2013.

Amount of Retirement Contribution. For each Plan Year, Supplement D-6A Participants eligible to participate in this feature on January 1, 2010, will be credited with the following static contribution based upon their age as of December 31, 2009; Supplement D-6A Participants eligible to participate July 1, 2011, will be credited with the following static contribution based upon their age as of June 30, 2011; and Supplement D-6A Participants eligible to participate January 1, 2013, will be credited with the following static contribution based upon their age as of December 31, 2012, and their eligible Compensation, excluding bonuses for the Plan Year (paid after initial effective date of the provision).

Vesting. Notwithstanding anything in Section 4.2 to the contrary, Supplement D-6A Participants shall be vested in their Retirement Contribution upon completing three (3) years of Vesting Service as defined below.

Use of Terms. Terms used in this Supplement D-6A shall, unless defined in this Supplement D-6A or elsewhere noted, have the meaning given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement D-6A are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and Supplement D-6A.

Introduction. Effective January 1, 2005, JTL Group, Inc. (“JTL”) a Participating Affiliate in the Plan hereby established the Retirement Contribution Feature as described in this Supplement D-7. This Retirement Contribution shall be in addition to all other contributions provided by JTL pursuant to the Plan.

Eligibility to Share in the Retirement Contribution. In order to share in the allocation of any Retirement Contribution made by JTL pursuant to Paragraph 3 below for a given Plan Year, Participants must be an Eligible Employee of JTL. Unless specifically bargained for, eligible 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 “Supplement D-7 Participants.”

Amount of Retirement Contribution. For each Plan Year, JTL shall provide eligible hourly Participants $1.55 (effective April 1, 2014) per hour of service as a Retirement Contribution. The amount of any such contribution for a Plan Year will be allocated to Supplement D-7 hourly Participants for each hour of service for which the Participant receives compensation, excluding Hours of Service pursuant to a prevailing wage agreement. In addition, JTL will credit eligible salaried Participants with a contribution equal to eight percent (8%) of Compensation. Salaried Participants must have been hired and classified as a salaried employee prior to January 1, 2015 in order to receive a Retirement Contribution allocation. The amount of any such Retirement Contribution for a Plan Year shall be allocated to Supplement D‑7 Participants based upon their Compensation, excluding bonuses received while employed by the identified Participating Affiliate.

Vesting. Notwithstanding anything in Section 4.2 to the contrary, Supplement D-7 Participants shall be vested in their Retirement Contribution only upon completing three (3) years of Vesting Service as defined below; provided, however that Supplement D‑7 Participants who were employed by Star Aggregates, Inc. on August 31, 2007, shall be fully vested.

Use of Terms. Terms used in this Supplement D-7 shall, unless defined in this Supplement D-7 or elsewhere noted, have the meanings given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement D-7 are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and the Supplement D-7.

Introduction. Effective July 1, 2015, Hawaiian Cement (“HC”), a Participating Affiliate in the Plan, hereby establishes the Retirement Contribution Feature as described in this Supplement D-9. This Retirement Contribution shall be in addition to all other contributions provided by HC pursuant to the Plan.

Eligibility to Share in the Retirement Contribution. In order to share in the allocation of any Retirement Contribution made by HC pursuant to Paragraph 3 below for a given 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 “Supplement D-9 Participants.”

Amount of Retirement Contribution. For each Plan Year, Supplement D-9 Participants will be credited with the contributions below for each Hour Worked. Hours Worked shall mean all hours where the employee is on HC property performing bargaining unit work, not to include vacation, sick leave, or other non-worked hours for which the employee may receive compensation from HC.

Vesting. Notwithstanding anything in Section 4.2 to the contrary, Supplement D-9 Participants shall be vested in their Retirement Contribution only upon completing three (3) years of Vesting Service as defined below.

Use of Terms. Terms used in this Supplement D-9 shall, unless defined in this Supplement D-9 or elsewhere noted, have the meanings given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement D‑9 are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and the Supplement D-9.

Introduction. Effective April 1, 2000 (the “Merger Date”), the LTM, Incorporated 401(k) Employee Savings Plan (the “LTM Bargaining Plan”) was merged into the MDU Resources Group, Inc. 401(k) Retirement Plan (the “Plan”).

Merger. The merger of the LTM Bargaining Plan into the Plan and the resulting transfer of assets described above was designed to comply with Section 401(a)(12), 411(d)(6), and 414(l) of the Internal Revenue Code and the regulations thereunder. The purpose of this Supplement E is to reflect the merger and to set forth special provisions which shall apply with respect to current and former LTM, Incorporated Bargaining Employees who participate in the Plan on or after the Merger Date (“Supplement E Participants”).

Transfer of Assets. The assets of the LTM, Incorporated 401(k) Employee Savings Plan Trust, which trust serves as a funding vehicle for the LTM Bargaining Plan, were transferred to the trustee of the trust that serves as a funding vehicle for the Plan on or as soon as practicable after the Merger Date.

Transfer of Account Balances. As soon as practicable after the Merger Date, assets and liabilities equal to the aggregate, adjusted account balances of each Supplement E Participant who had an account balance in the LTM Bargaining Plan were transferred to the Plan from the LTM Bargaining Plan and credited to corresponding accounts established for each such Supplement E Participant (“Account Balances”).

Participation. Each Participant in the LTM Bargaining Plan on March 31, 2000, who has one or more account balance in the LTM Bargaining Plan on that date automatically became a Participant in the Plan on the Merger Date, and shall continue as a Participant in the Plan until all of the Participant’s vested account balances are distributed, subject to the terms and conditions of the Plan and this Supplement E. Any other LTM

Vesting. On the Merger Date, each Supplement E Participant became fully vested in their Account Balances.

Distribution of Benefits. As of the Merger Date, each Supplement E Participant’s Account Balances shall be payable to the Participant at the same time as the Participant is entitled to receive other benefits pursuant to Section 4.3 of the Plan.

Administration Expenses. Expenses incurred in operating and administering the Plan on behalf of Supplement E Participants shall be paid from assets of the Plan attributable to such Supplement E Participants.

Use of Terms. The terms used in this Supplement E shall, unless defined in this Supplement E or otherwise noted, have the meanings given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement E are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and this Supplement E.

Introduction. Effective as of January 1, 2003, the Plan covers certain Eligible Employees who perform services for an Employer under a public contract that is subject to the Davis-Bacon Act or similar prevailing state wage law (a “Davis-Bacon Employee”). The portion of a Davis-Bacon Employee’s service with an Employer that is subject to the Davis-Bacon Act or similar prevailing state wage law (the “Prevailing Wage Law”) is referred to in this Supplement G as “Davis-Bacon Service.” The provisions of this Supplement G are intended to modify the terms of the Plan as applied to Davis-Bacon Employees and to allow the Plan to qualify as a bona fide fringe benefit plan in accordance with Title 29, Part 5 of the Code of Federal Regulations and the Department of Labor guidance issued thereunder.

Use of Terms. Terms used in this Supplement G shall, unless defined in this Supplement G or otherwise noted, have the meanings given to those terms in the Plan.

Inconsistencies with the Plan. The terms of this Supplement G are a part of the Plan and supersede the provisions of the Plan and any other supplement to the extent necessary to eliminate inconsistencies between the Plan and such other supplements and this Supplement G.

Eligibility and Participation. A Davis-Bacon Employee who is employed on an occasional or temporary basis and who otherwise meets the definition of an Eligible Employee shall become a Participant upon the completion of one Hour of Service.

Prevailing Wage Compensation. While employed in Davis-Bacon Service, the Compensation (as defined in the Plan) paid to a Davis-Bacon Employee and used in determining contributions under the Plan shall be the prevailing wage required by the Prevailing Wage Law.