A New Service Provider for the Nebraska Public Power District 401(k) and 457(b) Plans

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Effective April 5, 2019, Empower Retirement will replace Wells Fargo and ICMA-RC as the provider handling administrative, recordkeeping, communication, investment and financial education services for the NPPD 401(k) and 457(b) Plans, respectively.

From two providers to oneAfter a comprehensive selection process, NPPD chose Empower as the company that offered the best fit for NPPD’s 401(k) and 457(b) Plan participants. Empower specializes in servicing defined contribution retirement plans. Headquartered in Greenwood Village, Colorado, the company serves 8.5 million retirement plan participants.1 You can find more information on them at empower-retirement.com.

As a result of the transition, you won’t have to research the services and investments available from two different companies to decide which company — or mix of companies — will best serve your needs. Also, you will have just one website to access, one number to call for telephone support, one statement from one company each quarter and the support of a dedicated Retirement Plan Advisor who can answer your questions.

The transition process is automatic — no action is required However, the transition will mean that the way you access and manage your account and choose investments will change. It will also mean that you will have access to new services and features, which this brochure outlines.

Be aware of the transition blackout periodTo help ensure an accurate transfer of assets and records from Wells Fargo and ICMA-RC, there will be a blackout period during which you will not have access to your current account. The assets in your account will remain with your current provider

until the liquidation date of April 4, 2019. On the transfer date, expected to be April 5, 2019, when assets are transferred to Empower, your money will be reinvested based on the mapping instructions provided to Empower by NPPD (see the Fund Mapping information included in this booklet). Assuming Empower receives the assets on April 5, 2019, you will be out of the market for one business day. This will not apply to any assets that are transferred in-kind. The blackout period is scheduled to start at 3 p.m. Central time March 28, 2019. The blackout period ends after the close of business on April 18, 2019.2

Your next steps• Review the transition materials on the website at

nppdretire.com before the transition.

• After the transition, go to nppdretire.com and activate your new Empower online account.3

• Your current beneficiary designation may not transfer from Wells Fargo or ICMA-RC, so you may need to update this information with Empower. You may update your beneficiary information online on the new website, nppdretire.com, after the transition.

• Attend one of the scheduled group meetings listed on pages 2-3 to learn more about the enhanced services available to you from Empower.

Please carefully review this brochure for more information on these changes.

Naturally NebraskaTwo plans working together to help you reach your goals.

Continued on next page2

Attend a group meetingDuring these meetings, Empower will provide you with additional information about the new features and services they offer. At these meetings, we will:

• Outline details and important dates of the transition.

• Discuss the new investment options.

• Share information on how to manage your account.

• Introduce your Retirement Plan Advisor.

• Answer your questions.

Sign up for a group meeting online at calendly.com/nppd.

DATE EVENT DETAILS

February 28 - March 4, 2019 Wells Fargo mapping blackout period

Transition to new fund investment line-up at Wells Fargo (see previous communication for details).

March 4-15, 2019 Transition meetings held (see details below)Get additional information on the transition process and Empower, and answers to questions about managing your account.

March 25, 2019 Last payroll to Wells Fargo/ICMA-RC This will be the last day Wells Fargo and ICMA-RC will receive your payroll contributions.

March 28, 2019 Wells Fargo Last day to request a distribution at Wells Fargo.

March 28, 2019 Blackout period begins for ICMA-RC fundsMake any changes to your investment selections or request a distribution at ICMA-RC before 3 p.m. CT.

March 29, 2019 Blackout period begins for Wells Fargo funds Make any changes to your investment selections at Wells Fargo before 3 p.m. CT.

April 5, 2019 Transition of assets completed Plan accounts will automatically transfer to Empower.

April 10, 2019 Payroll contributions sent The first payroll contributions will be sent to Empower.

April 18, 2019 Blackout period endsYou will be able to resume all account activities (except advisory services) after close of business.

April 25, 2019 Empower Retirement Advisory Services* available Empower Retirement Advisory Services will be available after close of business.

July 2019 Final quarterly statements from your previous provider(s) sent

Wells Fargo and/or ICMA-RC will mail your statement(s) with a $0 balance.

July 2019 First quarterly statement from Empower sentStatements will be delivered electronically with your full account balance, unless you request it to be mailed.

LOCATION ADDRESS MEETING ROOM DATE(S) TIMES

Rivers Edge Conference Center Columbus 265 33 Ave., Columbus, NE 68601 Platte Room Monday, March 4, 2019 8 - 9 a.m.1 - 2 p.m.

York Operations Center 907 West 25 St., Box 608, York, NE 68467-0608 Multi Purpose Room Tuesday, March 5, 2019 8 - 9 a.m.1 - 2 p.m.

Norfolk Operations Center 1200 S Chestnut St., Norfolk, NE 68701-7227 All-Purpose Room Wednesday, March 6, 2019 8 - 9 a.m.1 - 2 p.m.

Cooper Nuclear Station 72676 648 Ave., Brownville, NE 68321Classroom A & B (West Warehouse)

Thursday, March 7, 2019 8 - 9 a.m.1 - 2 p.m.

Friday, March 8, 2019 8 - 9 a.m.1 - 2 p.m.

Transition timeline

*Online Advice and the Professional Management Program are part of the Empower Retirement Advisory Services suite of services offered by Advised Assets Group, LLC, a registered investment adviser and powered by Financial Engines.

Special notices for 457(b) Plan participants onlyA new Roth contribution option in the 457(b) PlanRoth contributions are already allowed in your 401(k) Plan today. After the transition to Empower, NPPD’s 457(b) Plan will also allow Roth contributions. NPPD will no longer accept payroll contributions to the out-of-plan Roth IRA option at ICMA after March 25, 2019. However, you will have the flexibility to designate all or a portion of these elective contributions as Roth contributions within the 457(b) Plan, should you desire. If you would rather continue contributing to your existing Roth IRA, you will need to contact ICMA and work out personal payment arrangements. Roth contribution options available today in the 401(k) Plan will continue to be offered.

With Roth contributions, payroll contributions come out of your paycheck after your taxes are deducted. Any eligible participant may make Roth contributions to the 401(k) and 457(b) Plans. The income limitations that apply to Roth IRA contributions do not apply to the 401(k) and 457(b) Plans.

The advantage of Roth contributions is that once the amounts are contributed and stay in your account for five years and it is a qualified distribution, distributions at retirement are tax-free. For some people — especially those who expect to be in a higher tax bracket when they retire — the Roth option may make the most sense. If you expect to be in a lower tax bracket when you retire, you might want to continue contributing on a pre-tax basis. In this case, you won’t pay taxes on your contributions or on any earnings on your contributions until you take a

distribution, usually during retirement. You can decide whether contributing to your account on an after-tax basis or a traditional pre-tax basis best meets your financial retirement goals. However, unless you make a change, your current contributions will continue to be deducted on a pre-tax basis, except for those contributions you may have already designated as Roth in the 401(k) Plan.

Special rules for the ICMA VT PLUS FundBecause of the provisions of the current ICMA 457(b) Stable Value fund, assets that are held in the VT PLUS Fund as of the March 28, 2019, blackout date will remain in the VT PLUS Fund until August 2, 2019. On August 3, 2019, your balance in the VT PLUS Fund will automatically be transferred to the Columbia Trust Stable Income Fund.

Future contributions, beginning with the April 10, 2019, payroll, will be sent to Empower, and contributions previously allocated to the VT PLUS Fund will be allocated to the Columbia Trust Stable Income Fund.

Distributions from the VT PLUS Fund will be allowed until August 2, 2019; however, transfers to other investment options may be limited or subject to certain restrictions until after your account balance has been transferred to the Columbia Trust Stable Income Fund on August 3, 2019.

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LOCATION ADDRESS MEETING ROOM DATE(S) TIMES

Lincoln Operations Center 5800 Fletcher Ave., Lincoln, NE 68507-3295 Ops Center Day Room Monday, March 11, 2019 10 - 11 a.m.

Sheldon Station 4500 West Pella Rd., Box 88, Hallam, NE 68368-0088 Conference Room Monday, March 11, 2019 1:30 - 2:30 p.m.

Kearney Office 900 4th Ave., Box 2170, Kearney, NE 68848-2170 Auditorium A Tuesday, March 12, 2019 7 - 8 a.m.

Doniphan Control Center 2060 W Platte River Dr., Doniphan, NE 68832-9800 Breakroom Tuesday, March 12, 2019 2 - 3 p.m.

North Platte Office 402 E State Farm Rd., Box 310, North Platte, NE 69103-0310 Room 142 & 145 Wednesday, March 13, 2019 8 - 9 a.m.

Gerald Gentleman Station 6089 S. Highway 25, Sutherland, NE 69165 Lg conference roomWednesday, March 13, 2019 1 - 2 p.m.

Thursday, March 14, 2019 8 - 9 a.m.

Ogallala Office 300 South Clarice Rd., Ogallala, NE 69153-4606 All-purpose room 106 Thursday, March 14, 2019 1 - 2 p.m.

Scottsbluff Office 515 First Ave., Box 2068, Scottsbluff, NE 69363-2068 Lg conference room Friday, March 15, 2019 8 - 9 a.m.

Attend a group meeting (cont.)

PRIOR 401(K) FUND OPTIONS4 PRIOR 457(B) FUND OPTIONS4 NEW FUND OPTIONS4 TICKER

NPPD Model Portfolios - 10 Year IncrementsMid Cap Fund (NPPD Ret Plan)Micro Cap Fund (NPPD Ret Plan)Real Estate Fund (NPPD Ret Plan)

VT Retirement IncomeAdvantage*Vantagepoint Milestone Target Date Funds R3*VT Puritan Fund*Vantagepoint Infltn Focused R3*VT PIMCO High Yield*Vantagepoint Select Value R3*VT Victory Sycamore Est Value*Vantagepoint Aggressive Ops R3*VT AMG TimesSquare Mid Cap Gr*VT Nuveen Real Estate Secs*

Age Appropriate American Funds Target Date Retirement Funds - R6 (based on the year you were born and expected retirement at age 65)

2010 - RFTTX2015 - RFJTX2020 - RRCTX2025 - RFDTX2030 - RFETX2035 - RFFTX2040 - RFGTX2045 - RFHTX2050 - RFITX2055 - RFKTX 2060 - RFUTX

Large Cap Core Index Fund (NPPD)Vantagepoint 500 Stock IDX R3Vantagepoint Grwth & Income R3VT Parnassus Core Equity

Vanguard Institutional Index I VINIX

NPPD Stable Value Fund N/A5 NPPD Stable Value Fund N/A

N/A6 VT PLUS Fund6,7 Columbia Trust Stable Income Fund I-0 N/A

Diversified Fixed Income Fund (NPPD)Fixed Total Return Fund (NPPD Ret Plan)

VT Western Asset Core Plus Bnd Baird Aggregate Bond Inst BAGIX

Large Cap Growth (NPPD Ret Plan)Large Cap Growth Index (NPPD Ret Plan)

Vantagepoint Growth R3VT Contrafund

Voya Large-Cap Growth R6 VGOSX

Large Cap Value (NPPD Ret Plan)Large Cap Value Index (NPPD Ret Plan)

Vantagepoint Equity Income R3VT Invesco Diversified DivVT MFS Value

T. Rowe Price Instl Large Cap Value TILCX

Small Cap Growth Fd (NPPD Ret Plan) VT Oppenheimer Discovery AB Small Cap Growth Z QUAZX

Small Cap Value Fd (NPPD Ret Plan) N/A8 Victory Integrity Small-Cap Value R6 MVSSX

Foreign Equity Fund (NPPD Ret)Emerging Markets Fd (NPPD Ret)

Vantagepoint International R3VT Diversified International

Templeton Instl Intl Eq Ser Primary TFEQX

N/A9 Vantagepoint Core Bond Idx R3 Vanguard Total Bond Market Index Adm VBTLX

N/A9 Vantagepoint Ovrseas Eq Idx R3 Vanguard Total Intl Stock Index Admiral VTIAX

N/A9 Vantagepoint Md/Sm Co Idx R3Vantagepoint Discovery R3

Vanguard Small Cap Index Adm VSMAX

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New investment line-up for 401(k) and 457(b) Plans

Investment fund mapping processHow your investment options will transition to EmpowerOn April 5, 2019, investment options from the 401(k) and 457(b) Plans chosen by NPPD’s Retirement Committee will be available on Empower’s platform. Your current account balance and future contributions will be transferred through an automatic process called fund mapping. Fund mapping is the process of transferring existing investment options to the same or similar options based on fund strategy and objectives, risk profile, holdings and long-term performance potential.

Your funds will map into corresponding funds selected by the Committee and offered through Empower based on one of the following scenarios to the right:

401(k) — If you have investments with Wells Fargo ...Wells Fargo will map your current account balance and investments to new funds on March 5, 2019. Those funds will then be transferred over to Empower in-kind, meaning there will be no further changes to your investments. See the fund mapping table below for an overview or contact Wells Fargo for information about the initial fund mapping on February 28.

457(b) — If you have investments with ICMA ... Your investments and contributions will map to the same or a similar mix of investments in the Empower line-up based on your current investment mix. See the fund mapping table below for more information.

* Before being mapped into a target date fund, your conversion balance will be temporarily invested in the Dreyfus Government Cash Mgmt Inst (DGCXX) fund after the final records are provided from ICMA-RC.

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Managing your account: Online, by phone, face to faceWith Empower, you have a choice of convenient ways to access and manage your account and the investment information you need.10

• Online – A feature-rich interactive website is available at nppdretire.com to research investment options, check your balance, request a distribution and receive professional portfolio advice. You can also access the website from your mobile device, so you can manage your account on the go. Information related to the transition will be available on the website beginning in mid-February.

• By phone – You can speak with a customer service representative who can answer your questions by calling Empower participant services at 844-305-3232 Monday through Friday, from 7 a.m. to 9 p.m. Central time and Saturday, 8 a.m. to 4:30 p.m., after the transition. With the interactive voice response system, you can also monitor your account and make transactions at any time, 24 hours a day, seven days a week.

• Face to face – You can meet with a Retirement Plan Advisor to discuss your questions and specific retirement situation as well as topics such as contribution amounts, available catch-up amounts and asset allocation.

Paperless solutionsIn an effort to reduce paper clutter, you’ll be enrolled in paperless document delivery during the transition. Your paperless features will include on-demand statements, online beneficiary updates and online contribution changes, all of which will be available

when you log in to nppdretire.com after the transition. The interactive voice response system at 844-305-3232 also offers many of these same capabilities.

You can also ask that printed copies of your statements be mailed to you at no charge. Log in to your account after the transition and click your name at the top of the page, then click Change communication preference and complete the requested information.

Education and planning tools and supportKnowledge is power. The better you understand your account, what it offers and how it can help you build the retirement income you’ll need, the more you can take advantage of its features and benefits. You’ll have access to the following options that can help you make informed decisions about meeting your retirement goals:

• One-on-one sessions and group meetings covering specific Plan features, investment information and distribution planning.

• Online and in-person seminars on a variety of topics such as asset allocation, basic and advanced investment principles.

• Online financial tools and calculators to guide you through retirement planning and savings decisions.

• Online access to investment option information, including fund fact sheets and investment performance returns, prospectuses and disclosure documents.

Confirming or updating your beneficiary choiceWith the transition from two providers to Empower, your current beneficiary designation(s) may not transfer from Wells Fargo or ICMA-RC. To confirm that your beneficiary designation is accurate and up to date — or to designate a beneficiary for the first time — log in to your account on nppdretire.com after the transition.

By designating a beneficiary, you may make the process of settling your estate and distributing the assets from your account a little simpler for the people you care about.

Special note for employees who have retired or separated from serviceIf you are a retired participant or have otherwise separated from service with NPPD, you may have additional options related to the transition. For more information, visit nppdretire.com.

If you are a participant who currently receives a monthly VOYA annuity payment, which is presently remitted by Wells Fargo, your monthly annuity payment will be remitted by Empower following the transition. If you are receiving periodic payments from Wells Fargo or ICMA, that information will transfer over and Empower will begin distributing payments following the transition. If you have made special arrangements regarding your periodic payments or have additional questions, call 844-305-3232 to speak with an Empower representative.

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A new approach to feesEvery participant in the NPPD 401(k) and 457(b) Plans pays fees to cover costs associated with recordkeeping and administrative costs for the Plans to Wells Fargo and ICMA-RC. The fund managers for the Plans’ investment options also charge fees to cover the costs of managing their respective funds.

How fees worked previouslyEach investment option available in the Plans charged fees based on a percentage of the assets in the fund. Each fund fact sheet showed how much you would pay in fees if you invested in that fund. The fees were subtracted from your funds’ investment returns, so you never saw those subtracted amounts on your statement. Generally, more complex investment products will charge more in fees because managing those products is harder.

The takeaway: The amount you paid in fees wasn’t easy to determine, and administrative/recordkeeping fees could vary person to person depending on investment choices.

How fees will work after the transition to EmpowerBeginning with your July 2019 statement, your fees will be disclosed in a more straightforward and transparent way. You will see administrative/recordkeeping fees clearly listed on each quarterly statement. These annual fees will be prorated and charged monthly to your account. If your investment fund makes revenue sharing payments, you will see any funds credited to you from revenue sharing clearly listed on your statement. This is because Empower returns these payments back to you, the participant, and deposits them directly back into your account.

With the change in providers, the estimated administrative fees that many participants pay each year will decrease. Wells Fargo’s annual administrative fee was 0.06% of each participant’s account balance. ICMA-RC’s annual administrative fee was 0.1% of each participant’s account balance. Empower’s annual administrative fee is $18 per participant plus 0.011% of each participant’s account balance, deducted monthly. On average, this means that more of every dollar you contribute will stay in your account, helping you build future retirement income.

BEFORE TRANSITION

AFTER TRANSITION

Estimated annual 401(k) Plan administrative fees

0.06%$18.00*, plus 0.011%

SAMPLE annual 401(k) Plan administrative fees on an account balance of $100,000**

$60.00 $29.00

Estimated annual 457(b) Plan administrative fees

0.1% 0.011%*

SAMPLE annual 457(b) Plan administrative fees on an account balance of $100,000**

$100 $11.00*

* The $18.00 per participant fee is only charged once, even if the participant also has a 457(b) Plan account.

** Sample balance is for illustrative purposes only.

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Important note for participants enrolled in the Professional Management ProgramParticipants in the 401(k) Plan who have elected to enroll in the Professional Management Program, offered by Financial Engines Advisors L.L.C., will be enrolled in the Professional Management Program, offered by Advised Assets Group, LLC, a registered investment adviser, unless they decide to opt out. This means that if you no longer wish to have assistance managing your account, you will need to notify Empower. If you wish to remain in the service, you do not need to do anything — your assets will transfer and you’ll continue to receive professional investment management. Additional information about the transition of your Financial Engines Professional Management Program enrollment will be sent to anyone who is currently enrolled in the service.

Empower Retirement Advisory ServicesThe Plans offer Online Advice and the Professional Management Program, part of the Empower Retirement Advisory Services suite of services offered by Advised Assets Group, LLC, a registered investment adviser and powered by Financial Engines:

• Online Advice – Fund-specific recommendations provided at no additional cost to you.

• Professional Management Program – Ongoing account management for an additional fee.

If you choose to have AAG manage your account for you through the Professional Management Program, the annual fee, assessed quarterly, is based on a percentage of your account balance.

ACCOUNT BALANCE MAXIMUM ANNUAL FEE

Up to $100,000 0.60%

Next $150,000 0.45%

Greater than $250,000 0.30%

There is no guarantee provided by any party that participation in any of the advisory services will result in a profit.

To learn more about Empower Retirement Advisory Services, please visit nppdretire.com after the transition.

Retirement Readiness ReviewsWith the move to Empower, we’re rolling out Retirement Readiness Reviews. These are one-on-one personalized meetings with your Retirement Plan Advisor, designed to assess the current path you are on toward retirement, including:

• How your assets are allocated.

• Your savings rate.

• Your planned retirement age.

• The amount or percentage of your pre-retirement income you may need to replace.

Once the blackout is over, you can schedule your Retirement Readiness Review by calling 844-305-3232. This service is available at no additional cost to you.

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1 As of June 30, 2018. Information refers to all retirement business of Great-West Life & Annuity Insurance Company and its subsidiaries and affiliates, including Great-West Life & Annuity Insurance Company of New York, marketed under the Empower Retirement brand.

2 These dates and times are subject to change based on the ability of Wells Fargo, ICMA-RC and Empower Retirement to meet the associated deadlines and the successful transfer of data and assets by Wells Fargo and ICMA-RC to Empower Retirement.

3 Please contact Empower participant services immediately if you suspect any unauthorized use.

4 Effective 3/1/19 for 401(k) Plan and 4/5/19 for 457(b) Plan.5 NPPD Stable Value Fund will be available for participants in the 401(k) plan only.6 Columbia Trust Stable Income Fund will be available for participants in the 457(b) plan only.7 Balances in the VT PLUS investment option will not change until August 2019. At that time, the assets will map over to the Columbia Trust

Stable Income Fund at Empower.8 New fund option for the 457(b) Plan; no prior fund balances will be mapped into this fund.9 New fund option for the 401(k) Plan; no prior fund balances will be mapped into this fund.10 Transfer request received on business days prior to close of the New York Stock Exchange (3 p.m. Central time or earlier on some holidays

or other special circumstances) will be initiated at the close of business the same day the request was received. The actual effective date of your transaction may vary depending on the investment option selected.

Carefully consider the investment objectives, risks fees and expenses of the annuity and/or the investment options. Contact us for a prospectus, a summary prospectus and disclosure document, as available, containing this information. Read them carefully before investing. Securities offered or distributed through GWFS Equities, Inc., Member FINRA/SIPC and a subsidiary of Great-West Life & Annuity Insurance Company.

Great-West Financial®, Empower Retirement and Great-West Investments™ are the marketing names of Great-West Life & Annuity Insurance Company, Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: New York, NY, and their subsidiaries and affiliates, including registered investment advisers Advised Assets Group, LLC and Great-West Capital Management, LLC.

IMPORTANT: The projections, or other information generated on the website by the investment analysis tool regarding the likelihood of various investment outcomes, are hypothetical in nature, do not reflect actual investment results and are not guarantees of future results. The results may vary with each use and over time. Healthcare costs and projections, if applicable, are provided by HealthView Services. HealthView Services is not affiliated with GWFS Equities, Inc. Empower Retirement does not provide healthcare advice. A top peer is defined as an individual who is at the 90th percentile of the selected age band, salary range and gender.

Empower Retirement Advisory Services refers to the advisory services offered by Advised Assets Group, LLC, such as Professional Management Program and Online Advice. AAG uses Financial Engines Advisors L.L.C. to provide subadvisory services. AAG and FEA are unaffiliated registered investment advisers. FEA is a subsidiary of Edelman Financial Engines, LLC. AAG is a subsidiary of Great-West Life & Annuity Insurance Company. Financial Engines® is a registered trademark of Edelman Financial Engines, LLC. ©2019 Edelman Financial Engines, LLC. Future results are not guaranteed by AAG, FEA or any other party.

This material has been prepared for informational and educational purposes only and is not intended to provide investment, legal or tax advice. ERPC-CNV-21302-1902 RO711711-0219