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ESCROW AGREEMENT THIS AGREEMENT, made and entered into by and between the City.ofRoseville, Ramsey County, Minnesota (hereinafter the "City"), and Wells Fargo Bank, in Minneapolis, Minnesota (hereinafter the "Agent"), WITNESSETH, that the parties hereto recite and, in consideration of the mutual covenants and payments referred to and contained herein, covenant and agree as follows: 1. Bonds to be Defeased. The City has duly issued and presently has outstanding $9,860,000 of its General Obligation Tax Increment Refunding Bonds, Series 1998 (the "Outstanding Bonds"), ($8,045,000 in principal amount of the Outstanding Bonds maturing in the years 2003 to 2006 are hereinafter referred to as the "Defeased Bonds") and desires to defease said Defeased Bonds by establishment of the Escrow Account described herein. 2. Purchase and Delivery of Securities. To accomplish said defeasance, the City has, simultaneously with the execution of this Agreement, purchased the securities identified in Exhibit A, at the prices set forth in Exhibit A, and has instructed that said securities, together with cash in the amount of $8,400,000, from the debt service fund or debt service account, as the case may be, for the Defeased Bonds be delivered to the Agent for the purpose of defeasing the Defeased Bonds. 3. Sufficiency to Pay Defeased Bonds. The securities deposited in the Escrow Account mature at such times and bear interest at such rates that the collections of principal and interest thereon, together with the cash deposited in the Escrow Account, will be sufficient to pay the principal and interest when due on the Defeased Bonds. 4. Receipt: Escrow Account. The Agent acknowledges receipt of the securities and cash described in Section 2 and agrees that it will hold the securities in a special escrow account (the "Escrow Account") in the name ofthe City, and will collect and receive on behalf of the City all payments of principal and interest on such securities described in Section 2 and will remit from said Escrow Account to the paying agents for the Defeased Bonds the moneys required from time to time for the payment of principal and interest thereon as shown on Exhibit B. Sums on deposit in the Escrow Account in the amounts set forth on Exhibit B shall not be invested at a yield in excess of the yield on the Defeased Bonds. 5. Compensation. The Agent hereby acknowledges receipt of its full fee of $750 for services to be rendered hereunder. There will be no future billing for services rendered by the Agent. In addition to the full fee, the Agent expressly waives any lien upon or claim against the moneys and investments in the Escrow Account for payment of any charges or expenses whatsoever. 1335783vl A-I