MINUTES OF REGULAR MEETING OF THE BOARD OF DIRECTORS OF NEBRASKA PUBLIC POWER DISTRICT OCTOBER 9-10, 2014

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1 /9-101/14 MINUTES OF REGULAR MEETING OF THE BOARD OF DIRECTORS OF NEBRASKA PUBLIC POWER DISTRICT OCTOBER 9-10, 2014 (Marginal Index for Informational Purposes Only) A meeting of the Board of Directors of Nebraska Public Power District was held at the Columbus General Office, Columbus, Nebraska, beginning at 10:48 a.m. on Thursday, October 9, In compliance with state law, legal notice announcing the date, hours, location and availability of the Board agenda for the meeting was published in advance of the meeting in the following newspapers: LEGAL NOTICE RUN PRIOR TO THE MEETING (1) Columbus Telegram, Columbus, Nebraska; (2) Kearney Hub, Kearney, Nebraska; (3) Lincoln Journal Star, Lincoln, Nebraska; (4) Norfolk Daily News, Norfolk, Nebraska; (5) North Platte Telegraph, North Platte, Nebraska; (6) Omaha World-Herald, Omaha, Nebraska; (7) Scottsbluff Star-Herald, Scottsbluff, Nebraska; (8) York News-Times, York, Nebraska. Chairman Schrock called the regular meeting to order at 10:48 a.m. and directed the roll be called: Present: Jerry L. Chlopek, Fred L. Christensen, Virgil L. Froehlich, Mary A. Harding, Thomas J. Hoff, Ken Kunze, Larry E. Linstrom, Dennis L. Rasmussen, Edward J. Schrock ROLL CALL, 10:48 A.M., OCTOBER 9, 2014 Ronald W. Larsen, Gary G. Thompson constituting a quorum of the Board of Directors. Chairman Schrock announced that there was a posting of the Open Meetings Act and a copy of the Board Agenda at the entrance of the Board Room for anyone wishing to examine those documents. Chairman Schrock welcomed guests Bruce Pontow and Darin Bloomquist, Nebraska Electric G&T; Keith Baker and Bob Beatty, KBR Rural Public Power District; John Hoke, Niobrara Valley EMC; Marlin Seeman, City of Aurora; and Barry DeKay. President and Chief Executive Officer Patrick L. Pope provided the Board an update on system operations. ANNOUNCEMENT OF POSTING OF OPEN MEETINGS ACT AND AGENDA GUESTS WELCOMED TO MEETING SYSTEM STATUS UPDATE

2 /9-101/14 Vice President and Chief Operating Officer Thomas J. Kent gave an update on recent Southwest Power Pool (SPP) Board and Member Committee meetings. Mr. Kent shared the status of SPP s phase two enhancement projects known as Project Pinnacle, as well as SPP s re-categorization of NPPD s R-Project Transmission Line from a Public Policy project to a Reliability and Economic project. He also discussed SPP s recent study assessing the potential impact of the Environmental Protection Agency s proposed Clean Power Plan on the SPP region. Land Management Manager Alan J. Beiermann reviewed recent appraisal results for the 197 residential lake lots at Lake Maloney, which suggested the need for NPPD to establish more fair market lease rates. NPPD owns and manages Lake Maloney near North Platte, which is used to regulate the flow of water for generating electricity at NPPD s North Platte Hydro plant, and for irrigation purposes. NPPD management proposed making changes to the existing lease rate structure and implementing a structured, phase-in schedule to migrate current lease rates to future rates. Meetings will be conducted with Lake Maloney leaseholders and the lake s Property Owners Association Board to explain the proposed changes in lease rates, seek feedback, and address potential concerns. A final recommendation regarding the lease rate changes will be brought to the Board for consideration in December or January. Corporate Nuclear Business Manager Alan L. Dostal and Director of Asset and Project Management David S. Kimball provided an overview of the benefits and costs associated with NPPD s membership in the Electric Power Research Institute (EPRI). Founded in 1972, EPRI is the electric utility industry s independent, non-profit center for collaborative research of key energy and environmental issues. A three-year membership renewal agreement will be brought to the Board for consideration in November. Pricing, Rates and Wholesale Billing Manager Todd S. Swartz presented an update on NPPD s proposed retail rates for For the second year in a row, management recommended no overall retail rate increase, however, changes to a few of NPPD s retail rate schedules, general customer service charges and the extension policy will be recommended. The Board will be asked to consider approving these revisions in November, with a proposed effective date of January 1, Pricing, Rates and Wholesale Billing Manager Todd S. Swartz discussed an increase in NPPD s 2015 wholesale economic development rate. The rate schedule initially took effect in May 2012 as a way to recruit qualifying new or expanding businesses to NPPD s service territory and/or the service areas of NPPD s wholesale customers, with participating customers receiving a discount in their production rate for a period of up to five years. NPPD currently has no customers taking advantage of this rate. A lunch recess was taken from 12:06 to 1:00 p.m. SPP BOARD OF DIRECTORS / MEMBER COMMITTEE MEETING UPDATE LAKE MALONEY LEASE RATES EPRI OVERVIEW 2015 RETAIL RATE UPDATE WHOLESALE ECONOMIC DEVELOPMENT RATE PROPOSAL LUNCH RECESS

3 /9-101/14 During the time designated for public comments, Aurora Mayor Marlin Seeman commented on NPPD s 2015 budget and the effort it required, and shared his appreciation for the positive relationship between NPPD and the community of Aurora. The Nuclear Committee of the Whole met Thursday, October 9, from 1:03 to 1:28 p.m. Director of Engineering Daniel E. Buman reviewed the Request for Approval of Procurements for Services, Equipment and/or Materials for Items $500,000 and Above (Nuclear), which included Amendment No. 2 to the Purchase Order with Pooled Equipment Inventory Company for Co-Funding Nuclear Industry Regional Response Centers. It was moved by Director Kunze and seconded by Director Linstrom that the Request for Approval of Procurements for Services, Equipment and/or Materials for Items $500,000 and Above (Nuclear) be approved. Votes were cast and recorded as follows: Kunze, Linstrom, Rasmussen, Schrock PUBLIC COMMENTS NUCLEAR COMMITTEE OF THE WHOLE MOTION (CARRIED): APPROVE REQUEST FOR APPROVAL OF PROCUREMENTS FOR SERVICES, EQUIPMENT AND/OR MATERIALS FOR ITEMS $500,000 AND ABOVE (NUCLEAR) Whereupon the Chairman of the Nuclear Committee declared the motion carried. The Nuclear Committee also heard reports on the following matters related to CNS: 1) Current Plant Status; 2) Nuclear Safety Enhancements; 3) Regulatory Status; and 4) CNS Key Performance Indicators. It was moved by Director Linstrom and seconded by Director Hoff that the Board go into Executive Session at 1:29 p.m. to protect the public interest and discuss proprietary business matters, contract negotiations, legal matters and litigation, and receive legal advice. Votes were cast and recorded as follows: Kunze, Linstrom, Rasmussen, Schrock Whereupon the Chairman declared the motion carried and restated the purpose of the Executive Session: to protect the public interest and discuss proprietary business matters, contract negotiations, legal matters MOTION (CARRIED): GO INTO EXECUTIVE SESSION AT 1:29 P.M. TO PROTECT THE PUBLIC INTEREST, DISCUSS PROPRIETARY BUSINESS MATTERS, CONTRACT NEGOTIATIONS, LEGAL MATTERS AND LITIGATION, AND RECEIVE LEGAL ADVICE

4 /9-101/14 and litigation, and receive legal advice. Chairman Schrock announced the meeting was reconvened at 2:43 p.m., having ended an Executive Session during which nothing was discussed beyond the items declared: proprietary business matters, contract negotiations, legal matters and litigation, and receive legal advice. The meeting was recessed at 2:43 p.m., to reconvene at 8:00 a.m. on October 10, EXECUTIVE SESSION ENDED AT 2:43 P.M. MEETING RECESSED AT 2:43 P.M. OCTOBER 10, :00 A.M. Chairman Schrock called the regular meeting to order at 8:00 a.m. and directed the roll be called: Present: Jerry L. Chlopek, Fred L. Christensen, Virgil L. Froehlich, Mary A. Harding, Thomas J. Hoff, Ken Kunze, Larry E. Linstrom, Dennis L. Rasmussen, Edward J. Schrock ROLL CALL, 8:00 A.M., OCTOBER 10, 2014 Ronald W. Larsen, Gary G. Thompson constituting a quorum of the Board of Directors. Chairman Schrock announced that there was a posting of the Open Meetings Act and a copy of the Board Agenda at the entrance of the Board Room for anyone wishing to examine those documents. Chairman Schrock asked for discussion of any consent agenda items, which included the following: ANNOUNCEMENT OF POSTING OF OPEN MEETINGS ACT AND AGENDA CONSENT AGENDA Minutes of September 9, 2014, Special Board Meeting Minutes of September 10-11, 2014, Regular Board Meeting December 2014 Regular Board Meeting Scheduled for December 11-12, 2014, in Columbus (November 2014 Regular Board Meeting Previously Scheduled for November 13-14, 2014, in Columbus) Ratification/Confirmation of Signatures of Staff Members Approval of August Summary of Disbursements Chairman Schrock asked whether any Directors desired any items on the consent agenda to be placed on the regular agenda and voted on separately. There were none. It was moved by Director Rasmussen and seconded by Director Harding that all items on the consent agenda be approved as listed above. Votes were cast and recorded as follows: MOTION (CARRIED): APPROVE CONSENT AGENDA

5 /9-101/14 Kunze, Linstrom, Rasmussen, Schrock Whereupon the Chairman declared the motion carried. Chairman Schrock welcomed guests Darin Bloomquist, Nebraska Electric G&T; and Keith Baker, Bob Beatty, and Jim Lee, KBR Rural Public Power District. President and Chief Executive Officer Patrick L. Pope provided the Board an update on safety and system operations, and reviewed the NPPD Balanced Scorecard. GUESTS WELCOMED TO MEETING SYSTEM AND SAFETY STATUS UPDATE Mr. Pope also provided an update on NPPD employee staffing levels, including current totals for full-time permanent employees, part-time/temporary/co-op employees, and supplemental (contract) workers. President and Chief Executive Officer Patrick L. Pope provided an overview of NPPD accomplishments for the third quarter of 2014 and discussed upcoming challenges. President and Chief Executive Officer Patrick L. Pope presented the Report on Retirements and Former District Employee Rehires, which is on file with the Assistant Secretary and attached and made a part of these minutes. Senior Manager of Government and Public Relations Elizabeth L. Boesch provided a brief report, stating that staff had met with 29 of the 32 candidates for state legislature THIRD QUARTER PERFORMANCE REVIEW RETIREMENTS AND REHIRES FOR OCTOBER 2014 GOVERNMENTAL AFFAIRS UPDATE At the request of Chairman Schrock, Water Resources Manager Brian L. Barels provided an update on the Nebraska Natural Resources Commission. Mr. Barels was appointed to the Commission by the Governor earlier in the year, to represent public power districts. During the time designated for Directors comments and questions, several Directors reported on their participation at a recent Customer Meeting in York. Directors Hoff and Rasmussen shared that they had attended several events in conjunction with the Muddy Creek to Ord 115 kv Transmission Line Project. Director Kunze, Chairman of the Nuclear Committee, reported that the Nuclear Committee met on Thursday, October 9, during which time all agenda items were discussed and action taken by the Nuclear Committee of the Whole. DIRECTORS COMMENTS NUCLEAR COMMITTEE REPORT

6 /9-101/14 Director Hoff, First Vice Chairman of the Energy Supply Committee, reported that the Energy Supply Committee met on Thursday, October 9, and heard reports on the following matters: 1) Energy Supply Monthly Performance; 2) Energy Supply Look-Ahead for November 2014; 3) Section 111(d) of the Clean Air Act; 4) Water Supply; and 5) Governmental Affairs. ENERGY SUPPLY COMMITTEE REPORT Director Rasmussen, Chairman of the Customer and Support Services Committee, reported that the Committee met on Thursday, October 9, Vice President and Chief Financial Officer Traci L. Bender presented financial performance measures for August 2014, as well as the monthly financial report, which indicated that operating revenues from electric sales were $4.1 million over budget for the month. Firm electric sales were $4.0 million under budget, and other electric sales were $8.1 million over budget for the month. Operating revenues from electric sales were $87.7 million over budget year to date. Firm electric sales were $6.8 million over budget, and other electric sales were $80.9 million over budget year to date. Total operating expenses were over budget by $1.2 million for the month, and $12.2 million over budget year to date, primarily due to purchased power expenses. The balance in the Unearned Revenue account as of August 31, 2014, was $164.1 million. This balance represents surplus net revenues to be utilized during the remainder of the current rate period or applied to revenue requirements in future rate periods. It was moved by Director Rasmussen and seconded by Director Froehlich that the August 2014 Financial Statements be accepted, as presented. Votes were cast and recorded as follows: Kunze, Linstrom, Rasmussen, Schrock AUGUST 2014 FINANCIAL STATEMENTS MOTION (CARRIED): ACCEPT AUGUST 2014 FINANCIAL STATEMENTS Whereupon the Chairman declared the motion carried. Director Rasmussen, Chairman of the Customer and Support Services Committee, recommended the following resolution: RESOLUTION NO WHEREAS, Nebraska Public Power District (the District) owns a 75 foot wide strip of land containing 8.84 acres that was once used as an irrigation lateral in Dawson County by the District and its predecessors, who originally acquired the land in 1896; and WHEREAS, the District has no need for the strip of land now or in the foreseeable future; and RESOLUTION NO (ADOPTED): APPROVE SALE OF 8.48 ACRES OF LAND IN DAWSON COUNTY TO CITY OF LEXINGTON

7 /9-101/14 WHEREAS, the abandoned strip of land is now located in the northwest part of the City of Lexington, Nebraska, (the City) and the City would like to use the strip of land to develop a dike for flood protection around a City owned ball field, and also develop a hike and bike trail that will connect to an existing trail in the City. The City submitted an offer to the District to purchase the property for $26,000.00, which is a fair and reasonable offer for the property. NOW, THEREFORE, BE IT RESOLVED that the real estate described below be sold to the City of Lexington, Nebraska for the purchase price of $26,000.00: A 75 FOOT WIDE STRIP OF LAND BEING A PORTION OF NEBRASKA PUBLIC POWER DISTRICT'S ABANDONED DAWSON COUNTY CANAL LATERAL #1, THAT IS A 75 FOOT WIDE RIGHT-OF-WAY IN THE NORTH HALF OF SECTION 31, TOWNSHIP 10 NORTH, RANGE 21 WEST OF THE 6TH P.M., DAWSON COUNTY, NEBRASKA, AS DESCRIBED IN DEED BOOK 23, PAGE 389, RECORDED IN THE OFFICE OF THE REGISTER OF DEEDS FOR DAWSON COUNTY, NEBRASKA, BEING FURTHERMORE DESCRIBED AS FOLLOWS: REFERRING TO THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 31; THENCE N00 48'18"W ON THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31, A DISTANCE OF FEET; THENCE N89 43'29"E, A DISTANCE OF FEET TO THE NORTHWEST CORNER OF LOT 1, BLOCK 1, NORTHWEST SECOND ADDITION, AN ADDITION TO THE CITY OF LEXINGTON, DAWSON COUNTY, NEBRASKA; THENCE N89 43'29"E, ON THE NORTHERLY LINE OF SAID LOT 1, A DISTANCE OF FEET TO THE POINT OF BEGINNING OF SAID TRACT; THENCE N89 43'29"E, ON SAID NORTHERLY LINE OF LOT 1, A DISTANCE OF FEET; THENCE S78 51'22"E, ON SAID NORTHERLY LINE OF LOT 1, A DISTANCE OF FEET TO THE NORTHWEST CORNER OF NORTHWEST THIRD ADDITION, A REPLAT OF PART OF LOT 1, BLOCK ONE, ALL OF LOT 1, BLOCK TWO, AND PART OF LOT 1, BLOCK THREE, NORTHWEST SECOND ADDITION, AND PART OF BLOCK 2, PAULSEN'S FIRST ADDITION, BOTH IN THE CITY OF LEXINGTON, DAWSON COUNTY, NEBRASKA; THENCE S79 09'12"E, ON THE NORTHERLY LINE OF BLOCK 1, SAID NORTHWEST THIRD ADDITION,

8 A DISTANCE OF FEET TO A POINT ON THE EAST LINE OF SAID NORTHWEST QUARTER; THENCE S79 16'56"E, ON SAID NORTHERLY LINE OF BLOCK 1, NORTHWEST THIRD ADDITION, A DISTANCE OF FEET TO THE NORTHEAST CORNER OF LOT 4, BLOCK 1, OF SAID NORTHWEST THIRD ADDITION; THENCE S01 54'58"W, ON THE EAST LINE OF SAID LOT 4, BLOCK 1, NORTHWEST THIRD ADDITION, A DISTANCE OF 2.51 FEET TO THE NORTHWEST CORNER OF LOT 29, BLOCK 2, PAULSEN'S FIRST ADDITION TO THE CITY OF LEXINGTON, DAWSON COUNTY, NEBRASKA; THENCE S79 10'13"E, ON THE NORTHERLY LINE OF SAID BLOCK 2, PAULSEN'S FIRST ADDITION, A DISTANCE OF FEET TO THE NORTHEAST CORNER OF LOT 27, SAID BLOCK 2; THENCE S79 06'12"E, ON SAID NORTHERLY LINE OF BLOCK 2, PAULSEN'S FIRST ADDITION, A DISTANCE OF FEET TO THE NORTHWEST CORNER OF LOT 8, SAID BLOCK 2, PAULSEN'S FIRST ADDITION; THENCE S79 08'02"E, ON SAID NORTHERLY LINE OF BLOCK 2, PAULSEN'S FIRST ADDITION, A DISTANCE OF FEET TO A POINT ON THE NORTHERLY LINE OF LOT 1, SAID BLOCK 2, PAULSEN'S FIRST ADDITION; THENCE N89 02'25"E, ON THE NORTHERLY LINE OF SAID LOT 1, BLOCK 2, PAULSEN'S FIRST ADDITION, A DISTANCE OF FEET TO THE NORTHEAST CORNER OF SAID LOT 1; THENCE N00 33'26"W, PARALLEL WITH AND FEET DISTANT TO THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 31, A DISTANCE OF FEET; THENCE S89 02'25"W, A DISTANCE OF FEET; THENCE N79 07'29"W, A DISTANCE OF FEET TO A POINT ON SAID EAST LINE OF THE NORTHWEST QUARTER; SAID POINT BEING FEET SOUTH OF THE NORTHEAST CORNER OF SAID NORTHWEST QUARTER, AS MEASURED ALONG SAID EAST LINE; THENCE N79 05'32"W, A DISTANCE OF FEET; THENCE N78 51'22"W, A DISTANCE OF FEET; THENCE S89 43'29"W, A DISTANCE OF FEET; THENCE S00 16'31"E, A DISTANCE OF FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINS 8.84 ACRE(S), MORE OR LESS /9-101/14

9 /9-101/14 BE IT FURTHER RESOLVED that management be and hereby is authorized and instructed to execute for and on behalf of the District, after review and approval by legal counsel, a Corporation Quitclaim Deed to the City of Lexington, Nebraska for said described property. It was moved by Director Rasmussen and seconded by Director Christensen that the foregoing resolution be adopted. Votes were cast and recorded as follows: Kunze, Linstrom, Rasmussen, Schrock Whereupon the Chairman declared Resolution No adopted. Vice President and Chief Operating Officer Thomas J. Kent provided a status report for the following transmission projects: 1) Hoskins to Neligh 345 kv Transmission Line Project; 2) R-Project 345 kv Transmission Line; 3) Stegall to Scottsbluff 115 kv Transmission Line Project; and 4) Muddy Creek to Ord 115 kv Transmission Line Project. TRANSMISSION PROJECTS UPDATE Human Resources Manager Laurie A. Schilling reviewed information on the District s Hospital Medical Plan, including a historical review of the Plan s income and expenses, premium increase history, summary of large claims, projected 2014 year-end results, and Plan projections for Management recommended the following changes to NPPD s Benefits Program for 2015: 1) 7% premium increase; 2) establishment of an additional high deductible plan ($3,500 single/$7,000 family annual deductible); and 3) elimination of disease management. It was moved by Director Rasmussen and seconded by Director Kunze that the Board approve changes to NPPD s Employee Benefits Program for 2015, as presented. Votes were cast and recorded as follows: Kunze, Linstrom, Rasmussen, Schrock MOTION (CARRIED): APPROVE CHANGES TO EMPLOYEE BENEFITS PROGRAM FOR 2015 Whereupon the Chairman declared the motion carried. Director Rasmussen, Chairman of the Customer and Support Services Committee, recommended the following resolution:

10 /9-101/14 RESOLUTION NO WHEREAS, Resolution No. 412, adopted December 12, 1944, established a plan for the retirement of employees and a trust fund that was further modified by Resolution No , adopted February 23, 1984, in order to qualify it under Section 401(k) of the Internal Revenue Code as a tax exempt plan, which plan is now designated as the Nebraska Public Power District Employees' Retirement Plan (the Plan ); and WHEREAS, the Board has determined that it should amend the Plan to adopt certain changes required by the Internal Revenue Service related to the definition of spouse for federal tax purposes applicable to qualified retirement plans; and RESOLUTION NO (ADOPTED): APPROVE CHANGES TO NPPD EMPLOYEE RETIREMENT PLAN: COMPLY WITH IRS DEFINITION OF SPOUSE; CHANGE BENEFICIARY DESIGNATION PROCESS WHEREAS, the Board has determined that it should amend the Plan to clarify the manner in which a Participant designates a beneficiary to receive benefits payable at the death of the Participant. NOW, THEREFORE, BE IT RESOLVED that the Plan is amended in the form of the Amendment accompanying this Resolution, together with such changes as the Trust Fund Committee may approve. BE IT FURTHER RESOLVED that the Vice President Human Resources and Corporate Support is authorized to execute the Amendment, and that the officers of the District are authorized and directed to execute such documents and take such action as they determine appropriate in their discretion to cause the Plan, as amended, to be administered according to applicable law and the terms of the Plan, as amended. It was moved by Director Rasmussen and seconded by Director Chlopek that the foregoing resolution be adopted. Votes were cast and recorded as follows: Linstrom, Rasmussen, Schrock Kunze Whereupon the Chairman declared Resolution No adopted. Director Rasmussen, Chairman of the Customer and Support Services Committee, recommended the following resolution: RESOLUTION NO WHEREAS, the District has adopted and maintained a 457(b) Deferred Compensation Plan and Trust (the Plan ) through the adoption of the ICMA Retirement Corporation ( ICMA ) 457 Deferred Compensation Plan and Trust; and RESOLUTION NO (ADOPTED): APPROVE CHANGES TO NPPD 457(b) DEFERRED

11 /9-101/14 WHEREAS, the Board has determined that it should ratify the amendment and restatement of the Plan in the form of the amended and restated ICMA Deferred Compensation Plan and Trust (the Amended ICMA Plan ) and amendments thereto promulgated by ICMA, clarify provisions of the Plan as required by the Internal Revenue Service related to the definition of a spouse for federal tax purposes applicable to the Plan, confirm the eligibility to participate in the Plan, confirm the designation of the Chief Financial Officer of the District as the custodian of the Plan assets pursuant to Nebraska law and confirm its delegation of the administration of the Plan to a committee comprised of the members of the Trust Fund Committee of the Nebraska Public Power District Employees Retirement Plan. COMPENSATION PLAN: COMPLY WITH IRS DEFINITION OF SPOUSE; DESIGNATE PLAN CUSTODIAN NOW, THEREFORE, BE IT RESOLVED that the amendment and restatement of the Plan in the form of the Amended ICMA Plan that accompanies this resolution and the further amendment of the Plan in the form of amendments accompanying this Resolution are ratified and approved as of the effective dates specified therein and as of the respective dates those provisions were implemented by the District. BE IT FURTHER RESOLVED that effective June 26, 2013, for purposes of Amended ICMA Plan Sections 6.11, 7.03, and 7.04 and Appendix A, Section 2.03, a spouse includes an individual to whom the Participant is lawfully married if the marriage was validly entered into under the laws of a state or foreign jurisdiction. BE IT FURTHER RESOLVED that the Board confirms that those eligible to participate in the Plan are those individuals treated as fulltime and part-time employees of the District, as evidenced by the withholding of income taxes from the compensation of such individuals, and members of the Board of Directors of the District. BE IT FURTHER RESOLVED that pursuant to Neb. Rev. Stat , the Chief Financial Officer of the District is designated and confirmed as the custodian of the funds and securities of the Plan. BE IT FURTHER RESOLVED that those duties of the Employer described in the Amended ICMA Plan shall be delegated to a committee comprised of the members of the Trust Fund Committee of the Nebraska Public Power District Employees Retirement Plan. It was moved by Director Rasmussen and seconded by Director Hoff that the foregoing resolution be adopted. Votes were cast and recorded as follows: Linstrom, Rasmussen, Schrock Kunze

12 /9-101/14 Whereupon the Chairman declared Resolution No adopted. The amendments referenced in the aforementioned Resolution are included in the Board file as part of the record for the meeting. Director Rasmussen, Chairman of the Customer and Support Services Committee, reported that the Committee also heard reports on the following matters: 1) District Identity Theft Prevention Program Procedure; 2) Wholesale Customer Contracts; 3) Retail Business Unit; and 4) Customer Services and Delivery Look-Ahead for November During the time designated public comments, KBR Rural Public Power District Director Jim Lee asked a question about security at NPPD s substations and facilities. Director Harding, First Vice Chairman of the Strategic Planning Committee, reported that the Committee met on October 9, 2014, and received an update on the 2015 Strategic Plan. The Board will be asked to consider approval of the updated plan in November. Director Harding, Chairman of the Budget Committee, reported that the Committee met on October 9, Controller and Financial Planning Manager Donna K. Starzec presented a summary of the proposed 2015 budget, and the CEO and business unit vice presidents reviewed the details of their individual 2015 proposed budgets with the Committee. The 2015 budget will be presented to the full Board for their consideration of approval in November. It was moved by Director Harding and seconded by Director Christensen that the Board go into Executive Session at 9:27 a.m. to protect the public interest and discuss proprietary business matters, contract negotiations, and receive legal advice. Votes were cast and recorded as follows: Kunze, Linstrom, Rasmussen, Schrock Whereupon the Chairman declared the motion carried and restated the purpose of the Executive Session: to protect the public interest and discuss proprietary business matters, contract negotiations, and receive legal advice. Immediately following the vote to go into Executive Session, a recess was taken from 9:27 to 9:35 a.m. Chairman Schrock announced the meeting was reconvened at 10:25 a.m., having ended an Executive Session during which nothing was discussed beyond the items declared: proprietary business matters, contract CUSTOMER AND SUPPORT SERVICES COMMITTEE REPORT PUBLIC COMMENTS STRATEGIC PLANNING COMMITTEE REPORT BUDGET COMMITTEE REPORT MOTION (CARRIED): GO INTO EXECUTIVE SESSION AT 9:27 A.M. TO PROTECT THE PUBLIC INTEREST, DISCUSS PROPRIETARY BUSINESS MATTERS, CONTRACT NEGOTIATIONS, AND RECEIVE LEGAL ADVICE RECESS EXECUTIVE SESSION ENDED AT 10:25 A.M.

13 /9-101/14 negotiations, and receive legal advice. There being no further business to come before the Board, the meeting was duly adjourned at 10:25 a.m. ADJOURNMENT 10:25 A.M. /s/ Edward J. Schrock, Chairman Minutes approved at the meeting of November 13-14, 2014 /s/ Jerry L. Chlopek, Secretary

14 Attachment REPORT ON RETIREMENTS AND FORMER DISTRICT EMPLOYEE REHIRES OCTOBER 2014 BOARD MEETING RETIREMENTS 1. Kent A. Chrisp, Control Room Operator, Cooper Nuclear Station, Brownville, was employed September 5, 1990, and is retiring as of October 31, Clifford O. Long, Engineering Specialist, Cooper Nuclear Station, Brownville, was employed August 1, 2001, and is retiring as of October 31, Mark B. Knopik, Nuclear Instructor, Cooper Nuclear Station, Brownville, was employed September 8, 1986, and is retiring as of November 12, Jean E. Schnieder, Custodian, Sheldon Station, Hallam, was employed April 16, 1986, and is retiring as of November 18, Lynn R. Kellner, Staff Auditor, General Office, Columbus, was employed February 1, 1977, and is retiring as of December 19, Elizabeth L. Boesch, Senior Manager Government and Public Relations, General Office, Columbus, was employed February 3, 1975, and is retiring as of February 15, REHIRES In accordance with the Board motion approved in February 1988, employees reemployed by the District within one year of their termination date (including those rehired directly or indirectly as a consultant) require approval of the President. Pursuant to that Board motion, President and Chief Executive Officer Patrick L. Pope has approved this rehire: Philip C. Robinson was employed on August 16, 1978, as an Instrument and Control Technician at Gerald Gentleman Station, and retired July 31, 2012, as an Instrument and Control Department Leader (GGS). He was rehired from January to October 2013 as a Temporary Production Consultant at GGS. Under a professional services agreement, Phil will be working as an independent contractor to support the GGS Unit 1 Interface Logic System Replacement Project, beginning September 26, 2014.

15 Attachment Resolution No AMENDMENT TO THE NEBRASKA PUBLIC POWER DISTRICT EMPLOYEES RETIREMENT PLAN (Spousal Definition; Beneficiary Designation) WHEREAS the Board of Directors of the Nebraska Public Power District has determined that the Nebraska Public Power District Employees Retirement Plan (the Plan ) should be amended to adopt certain changes required by the Internal Revenue Service related to the definition of spouse for federal tax purposes and to clarify the manner in which a Participant designates a beneficiary to receive benefits payable at the death of the Participant. NOW THEREFORE, the Plan is amended as follows: 1. Section 2.9A is added and reads as follows: 2.9A Spouse means the husband or wife of the Participant as recognized under the laws of the state of Nebraska. Effective June 26, 2013, for purposes of Sections 7.3(b)(ii), 7.4 and 7.6(a), Spouse is defined as determined under the Internal Revenue Code. 2. Section 7.6 is amended and reads as follows: 7.6 Death (a) Payments. In the event an Employee dies, the Trustee upon certification of the Trust Fund Committee shall pay to such Employee s designated beneficiary or legal representative the amount to which the Employee would have been entitled, as if such Employee were over sixty (60) years of age and had retired as of the date of death, and distribution shall be made as follows: (i) (ii) If the beneficiary is the Participant s Spouse, the Spouse beneficiary may elect from any of the methods of payment set forth in Section 7.3(b). The non-spouse beneficiary may elect to receive the lump sum payment pursuant to Section 7.3(b)(i) or may elect a direct rollover pursuant to Section 7.3(b)(ii), but only to an inherited individual retirement account or individual retirement annuity described in Code Section 408 or a Roth IRA described in Code Section 408A. Before January 1, 2010, a non- Spouse eligible rollover distribution may not be made to a Roth IRA if for the year the eligible rollover distribution is made, the Beneficiary has modified adjusted gross income exceeding $100,000 or is married and files a separate return. The Roth IRA for the non-spouse Beneficiary must be established in the name of the decedent.

16 Attachment Resolution No (b) Beneficiary. An Employee shall designate a beneficiary, or beneficiaries to whom the Employee s share of the Trust Fund shall be paid. The designation shall be in such form as shall be determined by the Trust Fund Committee and shall be kept on file in such manner as determined by the Trust Fund Committee. Effective October 13, 2014, Spousal consent to the Employee s designation of a non-spouse beneficiary is not required. An unrevoked beneficiary designation made before October 13, 2014 by an Employee dying on or after that date will be effective (even if the Spouse has not consented to it) if the designation is otherwise effective. A designation of beneficiary or beneficiaries may be changed from time to time by filing a new designation in writing in the manner specified by the Trust Fund Committee. If there is more than one designated beneficiary, the share of any beneficiary who predeceases the Employee shall pass to the surviving beneficiary or beneficiaries, share and share alike, unless otherwise provided in the designation of beneficiaries. Where a designation has been filed, as herein provided, distribution of the share of any deceased Employee shall be made directly to the designated beneficiary. Unless the Employee otherwise provides in the beneficiary designation, if a beneficiary who begins receiving benefits due to the death of the Employee dies before the distribution to the beneficiary is completed, the amount remaining undistributed at the beneficiary s death will be paid to the beneficiary s estate. If no beneficiary is designated, or if no beneficiary survives the deceased Employee, the deceased Employee s account will be paid to (i) (ii) (iii) the Employee s Spouse at the time of the Employee s death, or if the Employee has no surviving Spouse, then equally to the Employee s surviving descendants, if any, per stirpes, or if the Employee has no surviving Spouse or surviving descendants, to the Employee s estate. All payments made in accordance herewith shall fully acquit and discharge the Trust Fund and the Trustee from all further liability. IN WITNESS WHEREOF, this Amendment is executed on, 2014 pursuant to the resolution of the Board of Directors of Nebraska Public Power District duly adopted on, NEBRASKA PUBLIC POWER DISTRICT By: Vice President Human Resources & Corporate Support , v. 1