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                                                                    EXHIBIT 4.12

                                  NELNET, INC.
                              RESTRICTED STOCK PLAN

         1.       Purpose.

         The purpose of the Nelnet, Inc. Restricted Stock Plan are to advance
the interests of Nelnet, Inc. and its shareholders by providing a means to
attract, retain, and motivate employees of Nelnet, Inc. and its subsidiaries and
affiliates upon whose judgment, initiative and efforts the continued success,
growth and development of Nelnet, Inc. is dependent.

         2.       Definitions.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         (a)      "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a participating
employer under the Plan; provided, however, that the Company directly or
indirectly owns at least 20% of the combined voting power of all classes of
equity interests of such entity or at least 20% of the ownership interests in
such entity.

         (b)      "Award" means any Restricted Share granted to an Eligible
Employee under the Plan.

         (c)      "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.

         (d)      "Beneficiary" means the person, persons, trust or trusts which
have been designated by an Eligible Employee in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under this Plan upon the death of the Eligible Employee, or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

         (e)      "Board" means the Board of Directors of the Company.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended
from time to time. References to any provision of the Code shall be deemed to
include successor provisions thereto and regulations thereunder.

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         (g)      "Committee" means the Compensation Committee of the Board, or
such other Board committee (which may include the entire Board) as may be
designated by the Board to administer the Plan; provided, however, that, unless
otherwise determined by the Board, the Committee shall consist of two or more
directors of the Company, each of whom is a "non-employee director" within the
meaning of Rule 16b-3 under the Exchange Act; provided further, however, that
the mere fact that the Committee shall fail to qualify under either of the
foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan.

         (h)      "Company" means Nelnet, Inc., a corporation organized under
the laws of Nebraska, or any successor corporation.

         (i)      "Eligible Employee" means an employee of the Company, a
Subsidiary or an Affiliate, including any director who is also an employee.
Notwithstanding any provisions of this Plan to the contrary, an Award may be
granted to an employee in connection with his or her hiring or retention prior
to the date the employee first performs services for the Company, a Subsidiary
or an Affiliate; provided, however, that any such Award shall not become vested
prior to the date the employee first performs such services.

         (j)      "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act shall
be deemed to include successor provisions thereto and regulations thereunder.

         (k)      "Fair Market Value" means, with respect to Shares or other
property, the fair market value of such Shares or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. If the Shares are listed on any established stock exchange or a
national market system, unless otherwise determined by the Committee in good
faith, the Fair Market Value of Shares shall mean the closing price per Share on
the date in question (or, if the Shares were not traded on that day, the next
preceding day that the Shares were traded) on the principal exchange or market
system on which the Shares are traded, as such prices are officially quoted on
such exchange.

         (l)      "Participant" means an Eligible Employee who has been granted
an Award under the Plan.

         (m)      "Plan" means this Nelnet, Inc. Restricted Stock Plan.

         (n)      "Restricted Shares" means an Award of Shares under Section 5
hereof that may be subject to certain restrictions and to a risk of forfeiture.

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         (o)      "Rule 16b-3" means Rule 16b-3, as from time to time in effect
and applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

         (p)      "Shares" means Class A common stock, $.01 par value per share,
of the Company.

         (q)      "Subsidiary" means any entity (other than the Company) in an
unbroken chain of entities beginning with the Company if each of the entities
(other than the last entity in the unbroken chain) owns shares possessing 50% or
more of the total combined voting power of all classes of equity interests in
one of the other entities in the chain.

         3.       Administration.

         (a)      Authority of the Committee. The Plan shall be administered by
the Committee, and the Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:

                  (i)      to select Eligible Employees to whom Awards may be
granted;

                  (ii)     to designate Affiliates;

                  (iii)    to determine the number of Awards to be granted, the
number of Shares to which an Award may relate, the terms and conditions of any
Award granted under the Plan (including, but not limited to, any restriction or
condition, any schedule for lapse of restrictions or conditions relating to
transferability or forfeiture, and waiver or accelerations thereof, and waivers
of performance conditions relating to an Award, based in each case on such
considerations as the Committee shall determine), and all other matters to be
determined in connection with an Award;

                  (iv)     to determine whether, to what extent, and under what
circumstances an Award may be settled in cash, Shares, other Awards, or other
property, or an Award may be canceled, forfeited, exchanged, or surrendered;

                  (v)      to determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, or other property payable with respect
to an Award will be deferred either automatically, at the election of the
Committee or at the election of the Eligible Employee;

                  (vi)     to prescribe the form of each Award Agreement, which
need not be identical for each Eligible Employee;

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                  (vii)    to adopt, amend, suspend, waive, and rescind such
rules and regulations and appoint such agents as the Committee may deem
necessary or advisable to administer the Plan;

                  (viii)   to correct any defect or supply any omission or
reconcile any inconsistency in the Plan and to construe and interpret the Plan
and any Award, rules and regulations, Award Agreement or other instrument
hereunder;

                  (ix)     to accelerate the vesting of all or any portion of
any Award;

                  (x)      to determine whether uncertificated Shares may be
used in satisfying Awards and otherwise in connection with the Plan; and

                  (xi)     to make all other decisions and determinations as may
be required under the terms of the Plan or as the Committee may deem necessary
or advisable for the administration of the Plan.

         (b)      Manner of Exercise of Committee Authority. The Committee shall
have sole discretion in exercising its authority under the Plan. Any action of
the Committee with respect to the Plan shall be final, conclusive, and binding
on all persons, including the Company, Subsidiaries, Affiliates, Eligible
Employees, any person claiming any rights under the Plan from or through any
Eligible Employee and shareholders of any of the foregoing. The express grant of
any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the
Committee. The Committee may delegate to other members of the Board or officers
or managers of the Company or any Subsidiary or Affiliate the authority, subject
to such terms as the Committee shall determine, to perform administrative
functions with respect to the Plan. Notwithstanding any provision of the Plan to
the contrary, the Co-Chief Executive Officers of the Company (the "Co-CEOs")
shall have the power and authority, subject to the terms and conditions of the
Plan, to make awards under the Plan to employees who are not officers or
directors of the Company for purposes of Section 16(b) of the Exchange Act;
provided, however, that the authority of the Co-CEOs to make such awards shall
be subject to limitations as may be imposed from time to time by the Committee.

         (c)      Limitation of Liability. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any officer or other employee of the Company or any
Subsidiary or Affiliate, the Company's independent certified public accountants
or other professional retained by the Company to assist in the administration of
the Plan. No member of the Committee, and no officer or employee of the Company
acting on behalf of the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect

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to the Plan, and all members of the Committee and any officer or employee of the
Company acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action,
determination or interpretation.

         4.       Shares Subject to the Plan.

         (a)      Subject to adjustment as provided in Section 4(b) hereof, the
total number of Shares reserved for issuance in connection with Awards under the
Plan shall be 1,000,000. No Award may be granted if the number of Shares to
which such Award relates, when added to the number of Shares previously issued
under the Plan exceeds the number of Shares reserved under the applicable
provisions of the preceding sentence. If any Awards are forfeited, canceled,
terminated, exchanged or surrendered, or such Award is settled in cash or
otherwise terminates without a distribution of Shares to the Participant, any
Shares counted against the number of Shares reserved and available under the
Plan with respect to such Award shall, to the extent of any such forfeiture,
settlement, termination, cancellation, exchange or surrender, again be available
for Awards under the Plan.

         (b)      In the event that the Committee shall determine that any
dividend in Shares, recapitalization, Share split, reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase or
share exchange, or other similar corporate transaction or event, affects the
Shares such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Eligible Employees under the Plan, then the
Committee shall make such equitable changes or adjustments as it deems
appropriate and, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares which may thereafter be issued under the Plan,
and (ii) the number and kind of shares, other securities or other consideration
issued or issuable in respect of outstanding Awards. In addition, the Committee
is authorized to make adjustments in the terms and conditions of, and the
criteria and performance objectives, if any, included in, Awards in recognition
of unusual or non-recurring events (including, without limitation, events
described in the preceding sentence) affecting the Company or any Subsidiary or
Affiliate or the financial statements of the Company or any Subsidiary or
Affiliate, or in response to changes in applicable laws, regulations, or
accounting principles.

         (c)      Any Shares distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Shares or treasury Shares including
Shares acquired by purchase in the open market or in private transactions.

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         5.       Specific Terms of Awards.

         (a)      General. Awards may be granted on the terms and conditions set
forth in this Section 5. In addition, the Committee may impose on any Award, at
the date of grant or thereafter (subject to Section 7(d) hereof), such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine.

         (b)      Restricted Shares. The Committee is authorized to grant
Restricted Shares to Eligible Employees on the following terms and conditions:

                  (i)      Issuance and Restrictions. Restricted Shares shall be
subject to such restrictions on transferability and other restrictions, if any,
as the Committee may impose at the date of grant or thereafter, which
restrictions may lapse separately or in combination at such times, under such
circumstances (including, without limitation, upon achievement of performance
criteria if deemed appropriate by the Committee), in such installments or
otherwise, as the Committee may determine. Except to the extent restricted under
the Award Agreement relating to the Restricted Shares, an Eligible Employee
granted Restricted Shares shall have all of the rights of a shareholder
including, without limitation, the right to vote Restricted Shares and the right
to receive dividends thereon.

                  (ii)     Forfeiture. Except as otherwise determined by the
Committee, at the date of grant or thereafter, upon termination of service
during the applicable restriction period, Restricted Shares and any accrued but
unpaid dividends that are at that time subject to restrictions shall be
forfeited; provided, however, that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to Restricted Shares will be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part the
forfeiture of Restricted Shares.

                  (iii)    Certificates for Shares. Restricted Shares granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing Restricted Shares are registered in the name of the
Eligible Employee, such certificates shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Shares,
and the Company shall retain physical possession of the certificate.

                  (iv)     Dividends. Dividends paid on Restricted Shares shall
be either paid at the dividend payment date, or deferred for payment to such
date as determined by the Committee, in cash or in unrestricted Shares having a
Fair Market Value equal to the amount of such dividends. Shares distributed in
connection with a Share split or dividend in Shares, and other property
distributed as a dividend, shall be subject to restrictions and a risk of

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forfeiture to the same extent as the Restricted Shares with respect to which
such Shares or other property has been distributed.

         6.       Certain Provisions Applicable to Awards.

         (a)      Stand-Alone, Additional, Tandem and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted to
Eligible Employees either alone or in addition to, in tandem with, or in
exchange or substitution for, any other Award granted under the Plan or any
award granted under any other plan or agreement of the Company, any Subsidiary
or Affiliate, or any business entity to be acquired by the Company or a
Subsidiary or Affiliate, or any other right of an Eligible Employee to receive
payment from the Company or any Subsidiary or Affiliate. Awards may be granted
in addition to or in tandem with such other Awards or awards, and may be granted
either as of the same time as or a different time from the grant of such other
Awards or awards.

         (b)      Form of Payment Under Awards. Subject to the terms of the Plan
and any applicable Award Agreement, payments to be made by the Company or a
Subsidiary or Affiliate upon the grant or maturation of an Award may be made in
such forms as the Committee shall determine at the date of grant or thereafter,
including, without limitation, cash, Shares, notes, or other property, and may
be made in a single payment or transfer, in installments, or on a deferred
basis. The Committee may make rules relating to installment or deferred payments
with respect to Awards, including the rate of interest to be credited with
respect to such payments, and the Committee may require deferral of payment
under an Award if, in the sole judgment of the Committee, it may be necessary in
order to avoid nondeductibility of the payment under Section 162(m) of the Code.

         (c)      Nontransferability. Unless otherwise set forth by the
Committee in an Award Agreement, Awards shall not be transferable by an Eligible
Employee except by will or the laws of descent and distribution (except pursuant
to a Beneficiary designation). An Eligible Employee's rights under the Plan may
not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not
be subject to claims of the Eligible Employee's creditors.

         (d)      Noncompetition. The Committee may, by way of the Award
Agreements or otherwise, establish such other terms, conditions, restrictions
and/or limitations, if any, of any Award, provided they are not inconsistent
with the Plan, including, without limitation, the requirement that the
Participant not engage in competition with the Company.

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         7.       General Provisions.

         (a)      Compliance with Legal and Trading Requirements. The Plan, the
granting and exercising of Awards thereunder, and the other obligations of the
Company under the Plan and any Award Agreement, shall be subject to all
applicable federal, state and foreign laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Shares
under any Award until completion of such stock exchange or market system listing
or registration or qualification of such Shares or other required action under
any state or federal law, rule or regulation as the Company may consider
appropriate, and may require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Shares in compliance with applicable laws, rules and
regulations. No provisions of the Plan shall be interpreted or construed to
obligate the Company to register any Shares under federal, state or foreign law.
The Shares issued under the Plan may be subject to such other restrictions on
transfer as determined by the Committee.

         (b)      No Right to Continued Employment or Service. Neither the Plan
nor any action taken thereunder shall be construed as giving any employee the
right to be retained in the employ of the Company or any of its Subsidiaries or
Affiliates, nor shall it interfere in any way with the right of the Company or
any of its Subsidiaries or Affiliates to terminate any employee's employment at
any time.

         (c)      Taxes. The Company or any Subsidiary or Affiliate is
authorized to withhold from any Award granted any payment relating to an Award
under the Plan, including from a distribution of Shares, or any payroll or other
payment to an Eligible Employee, amounts of withholding and other taxes due in
connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company and Eligible
Employees to satisfy obligations for the payment of withholding taxes and other
tax obligations relating to any Award. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of an Eligible Employee's tax obligations;
provided, however, that the amount of tax withholding to be satisfied by
withholding Shares shall be limited to the minimum amount of taxes, including
employment taxes, required to be withheld under applicable Federal, state, local
and foreign law.

         (d)      Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or the Committee's authority to
grant Awards under the Plan without the consent of shareholders of the Company
or Participants, except that any such amendment or alternation shall be subject
to the approval of the Company's

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shareholders to the extent such shareholder approval is required under the rules
of any stock exchange or automated quotation system on which the Shares may then
be listed or quoted; provided, however, that, without the consent of an affected
Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him or her. The Committee may
waive any conditions or rights under, amend any terms of, or amend, alter,
suspend, discontinue or terminate, any Award theretofore granted, prospectively
or retrospectively; provided, however, that, without the consent of a
Participant, no amendment, alteration, suspension, discontinuation or
termination of any Award may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him or her.

         (e)      No Rights to Awards; No Shareholder Rights. No Eligible
Employee or employee shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Eligible
Employees and employees. No Award shall confer on any Eligible Employee any of
the rights of a shareholder of the Company unless and until Shares are duly
issued or transferred to the Eligible Employee in accordance with the terms of
the Award.

         (f)      Unfunded Status of Awards. With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award shall give any such Participant any rights that are greater than those
of a general creditor of the Company; provided, however, that the Committee may
authorize the creation of trusts or make other arrangements to meet the
Company's obligations under the Plan to deliver cash, Shares, other Awards, or
other property pursuant to any Award, which trusts or other arrangements shall
be consistent with the "unfunded" status of the Plan unless the Committee
otherwise determines with the consent of each affected Participant.

         (g)      Nonexclusivity of the Plan. Neither the adoption of the Plan
by the Board nor its submission to the shareholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, and such
arrangements may be either applicable generally or only in specific cases.

         (h)      Not Compensation for Benefit Plans. No Award payable under
this Plan shall be deemed salary or compensation for the purpose of computing
benefits under any benefit plan or other arrangement of the Company for the
benefit of its employees unless the Company shall determine otherwise.

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         (i)      No Fractional Shares. Unless otherwise determined by the
Committee, no fractional Shares shall be issued or delivered pursuant to the
Plan or any Award. The Committee shall determine whether cash, other Awards, or
other property shall be issued or paid in lieu of such fractional Shares or
whether such fractional Shares or any rights thereto shall be forfeited or
otherwise eliminated.

         (j)      Governing Law. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan, and any Award Agreement
shall be determined in accordance with the laws of the State of Nebraska,
without giving effect to principles of conflict of laws thereof.

         (k)      Effective Date; Plan Termination. The Plan shall become
effective as of November 13, 2003 (the "Effective Date"). The Plan shall
terminate as to future awards on the date which is ten (10) years after the
Effective Date.

         (l)      Titles and Headings. The titles and headings of the Sections
in the Plan are for convenience of reference only. In the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.