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                                                                    EXHIBIT 4.14

                                  NELNET, INC.
                          EMPLOYEE SHARE PURCHASE PLAN

                  1.       PURPOSE.

                  The purpose of the Nelnet, Inc. Employee Share Purchase Plan
is to provide eligible employees the opportunity to purchase Nelnet, Inc. Class
A Common Stock on a basis that qualifies for the tax treatment prescribed by
Section 423 of the Code.

                  2.       DEFINITIONS.

                  The following terms, when used in the Plan, shall have the
following meanings:

                  (a)      "Board" or "Board of Directors" means the Board of
Directors of the Company, as constituted from time to time.

                  (b)      "Code" means the Internal Revenue Code of 1986, as
amended from time to time. References to a particular section of the Code
include any successor provisions.

                  (c)      "Committee" means the Compensation Committee of the
Board, or such other committee appointed by the Board of Directors to administer
the Plan pursuant to the provisions of Section 3(a) below.

                  (d)      "Common Stock" means Class A Common Stock, par value
$.01 per share, of the Company.

                  (e)      "Company" means Nelnet, Inc., a Nebraska corporation,
or any successor corporation.

                  (f)      "Fair Market Value" on a particular date means the
mean between the highest and lowest sales prices of a share of Common Stock on
the principal stock exchange or stock market on which the Common Stock may be
listed or admitted to trading. If there were no sales on such date, the
respective prices on the most recent prior day on which sales were reported
shall be used. If the foregoing method of determining fair market value should
be inconsistent with Section 423 of the Code, "Fair Market Value" shall be
determined by the Committee in a manner consistent with Section 423 of the Code
and shall mean the value as so determined.

                  (g)      "Offering" means a period, designated by the
Committee in accordance with the provisions of Section 6 hereof, on the first
day of which options will be granted to eligible employees pursuant to Section
8(a) hereof and on the last day of which such options will be deemed exercised
or will expire, as applicable, in accordance with Section 8(b) hereof.

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                  (h)      "Participant" or "Participating Employee" means an
employee of the Company or a Participating Subsidiary who is eligible to
participate in an Offering under the Plan pursuant to Section 5 below and who
elects to participate in such Offering in accordance with Section 6 below.

                  (i)      "Participating Subsidiary" means, with respect to an
Offering under the Plan, a Subsidiary the employees of which are authorized by
the Committee as provided in Section 5 below to participate in such Offering.

                  (j)      "Plan" means the Nelnet, Inc. Employee Share Purchase
Plan, as amended from time to time.

                  (k)      "Parent" means a parent corporation as defined in
Section 424(e) of the Code, including a corporation which becomes such a parent
in the future.

                  (l)      "Subsidiary" means a subsidiary corporation as
defined in Section 424(f) of the Code, including a corporation which becomes
such a subsidiary in the future.

                  (m)      "Total Compensation" means, with respect to any
Offering, the cash compensation paid to a Participating Employee by the Company
or a Participating Subsidiary during the Offering for services, including
overtime, premium pay, commissions and annual bonus, in each case prior to
reduction for pre-tax contributions made to a plan or salary reduction
contributions made to a plan excludable from income under Sections 125 or 402(g)
of the Code; provided, however, that "Total Compensation" shall not include
severance pay, stay-on bonuses, retirement income, welfare benefits or income
derived from stock options, stock appreciation rights or other equity-based
compensation.

                  3.       ADMINISTRATION.

                  (a)      The Plan shall be administered by the Compensation
Committee of the Board, or if designated by the Board such other committee of
the Board consisting of two or more directors.

                  (b)      Subject to the provisions of the Plan, the powers of
the Committee shall include having the authority, in its discretion, to:

                  (i)      define, prescribe, amend and rescind rules,
         regulations, procedures, terms and conditions relating to the Plan; and

                  (ii)     interpret, administer and construe the Plan and make
         all other determinations necessary or advisable for the administration
         of the Plan, including but not limited to correcting defects,
         reconciling inconsistencies and resolving ambiguities.

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                  (c)      The interpretation by the Committee of the terms and
conditions of the Plan, and its administration of the Plan, and all action taken
by the Committee, shall be final, binding and conclusive on the Company, its
stockholders, Subsidiaries, all Participants and employees, and upon their
respective successors and assigns, and upon all other persons claiming under or
through any of them.

                  (d)      Members of the Board, members of the Committee and
persons to whom authority is delegated under Section 3(e) below acting under
this Plan shall be fully protected in relying in good faith upon the advice of
counsel and shall incur no liability except for gross or willful misconduct in
the performance of their duties.

                  (e)      The Committee may delegate its authority to
administer the Plan to any individuals as the Committee may determine and such
individuals shall serve solely at the pleasure of the Committee. Any individuals
who are authorized by the Committee to administer the Plan shall have the full
power to act on behalf of the Committee, but shall at all times be subordinate
to the Committee and the Committee shall retain ultimate authority for the
administration of the Plan.

                  4.       STOCK SUBJECT TO THE PLAN.

                  (a)      Subject to paragraph (c) below, the aggregate number
of shares of Common Stock which may be sold under the Plan is 1,000,000 shares
of Common Stock.

                  (b)      If the number of shares of Common Stock that
Participating Employees become entitled to purchase is greater than the number
of shares of Common Stock that are offered in a particular Offering or that
remain available under the Plan, the available shares of Common Stock shall be
allocated by the Committee among such Participating Employees in such manner as
it deems fair and equitable.

                  (c)      In the event of any change in the Common Stock,
through recapitalization, merger, consolidation, stock dividend or split,
combination or exchange of shares, spinoff or otherwise, the Committee may make
such equitable adjustments in the Plan and the then outstanding Offerings as it
deems necessary and appropriate including, but not limited to, changing the
number of shares of Common Stock reserved under the Plan, and the purchase price
of shares in the current Offering; provided that any such adjustments shall be
consistent with Sections 423 and 424 of the Code.

                  (d)      Shares of Common Stock which are to be delivered
under the Plan may be obtained by the Company from its treasury, by purchasing
such shares on the open market or from private sources, or by issuing authorized
but unissued shares of Common Stock. Shares of authorized but unissued Common
Stock may not be delivered under the Plan if the purchase price thereof is less
than the par value (if any) of the Common Stock at the time. The Committee may
(but need not) provide at any time or from time to time (including

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without limitation upon or in contemplation of a change in control) for a number
of shares of Common Stock equal in number to the number of shares then subject
to options under this Plan to be issued or transferred to, or acquired by, a
trust (including but not limited to a grantor trust) for the purpose of
satisfying the Company's obligations under such options, and, unless prohibited
by applicable law, such shares held in trust shall be considered authorized and
issued shares with full dividend and voting rights, notwithstanding that the
options to which such shares relate might not be exercisable at the time.

                  5.       ELIGIBILITY.

                  All employees of the Company and any Subsidiaries designated
by the Committee from time to time will be eligible to participate in the Plan,
in accordance with and subject to such rules and regulations as the Committee
may prescribe; provided, however, that (a) such rules shall comply with the
requirements of the Code (including but not limited to Section 423(b)(3), (4)
and (8) thereof), (b) no employee shall be eligible to participate in the Plan
if his or her customary employment is 20 hours or less per week or for not more
than five months in any calendar year, unless the Committee determines otherwise
on a uniform and non-discriminatory basis, (c) the Committee may (but need not)
in its discretion exclude employees who have been employed by the Company or a
Participating Subsidiary less than two years and/or highly compensated employees
within the meaning of Section 414(q) of the Code from being eligible to
participate in the Plan or any Offering, but unless and until otherwise
determined by the Committee, only employees who have been employed less than six
months will be excluded, (d) no employee may be granted an option under the Plan
if such employee, immediately after the option is granted, owns stock possessing
5% or more of the total combined voting power or value of all classes of stock
of his employer corporation or any Parent or Subsidiary (with the rules of
Section 424(d) of the Code applicable in determining the stock ownership of an
employee, and stock which the employee may purchase under outstanding options,
whether or not such options qualify for the special tax treatment afforded by
Section 421 (a) of the Code, shall be treated as stock owned by the employee),
and (e) all Participating Employees shall have the same rights and privileges
except as otherwise permitted by Section 423(b)(5) of the Code.

                  6.       OFFERINGS; PARTICIPATION.

                  The Company may make Offerings of up to 27 months' duration
each, to eligible employees to purchase shares of Common Stock under the Plan,
until all shares authorized to be delivered under the Plan have been exhausted
or until the Plan is sooner terminated by the Board. Subject to the preceding
sentence, the number, commencement date and duration of any Offerings shall be
determined by the Committee in its sole discretion; provide, however, that,
unless the Committee determines otherwise, (a) the first Offering shall commence
as soon as practicable following the effectiveness of the Company's initial
public offering and shall extend through June 30, 2004, and (b) a new six-month
Offering will commence immediately after the end of the previous Offering. The
duration of any Offering need not be the same as the duration of any other
Offering, and more than one Offering may commence or

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terminate on the same date if the Committee so provides. Subject to such rules
and procedures as the Committee may prescribe, an eligible employee may elect to
participate in an Offering at such time(s) as the Committee may permit by
authorizing a payroll deduction for such purpose in one percent increments of up
to a maximum of twenty percent (20%) of his or her Total Compensation with
respect to such Offering or such lesser amount as the Committee may prescribe.
Participant elections may be made in any manner deemed appropriate by the
Committee from time to time, including by voice response or through the
Internet. The Committee may (but need not) permit employee contributions to be
made by means other than payroll deductions; provided, however, that in no event
shall an employee's contributions (excluding interest, if any, credited pursuant
to Section 7(a) below) from all sources in any Offering exceed twenty percent
(20%) of his or her Total Compensation with respect to such Offering or such
lesser amount as the Committee may prescribe. The Committee may at any time
suspend or accelerate the completion of an Offering if required by law or deemed
by the Committee to be in the best interests of the Company, including in the
event of a change in ownership or control of the Company or any Subsidiary.

                  7.       PAYROLL DEDUCTIONS.

                  (a)      The Company will maintain payroll deduction accounts
on its books for all Participating Employees, and may (but need not) credit such
accounts with interest if (and only if) the Committee so directs at such rate
(if any) as the Committee may prescribe. All employee contributions and any
interest thereon which the Committee may authorize in accordance with the
preceding sentence shall be credited to such accounts. Employee contributions
and any interest credited to the payroll deduction accounts of Participating
Employees need not be segregated from other corporate funds and may be used for
any corporate purpose.

                  (b)      At such times as the Committee may permit and subject
to such rules and procedures as the Committee may prescribe, a Participating
Employee may suspend his or her payroll deduction during an Offering, or may
withdraw the balance of his or her payroll deduction account and thereby
withdraw from participation in an Offering.

                  (c)      Any balance remaining in an employee's payroll
deduction account after shares have been purchased in an Offering pursuant to
Section 8(b) below will be refunded to the Participating Employee. Upon
termination of the Plan, all amounts in the accounts of Participating Employees
shall be carried forward into their payroll deduction accounts under a successor
plan, if any, or refunded to them, as the Committee may decide.

                  (d)      In the event of the termination of a Participating
Employee's employment for any reason, his or her participation in any Offering
under the Plan shall cease, no further amounts shall be deducted pursuant to the
Plan and the balance in such employee's account shall be paid as soon as
practicable following such termination of employment to the employee, or, in the
event of such employee's death, to such employee's beneficiary

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designated under this Plan or, in the absence of such a beneficiary designation,
to such employee's estate.

                  8.       PURCHASE; LIMITATIONS.

                  (a)      Subject to Section 5 above and within the limitations
of Section 8(d) below, each person who is an eligible employee of the Company or
a Participating Subsidiary on the first day of an Offering under the Plan is
hereby granted an option, on the first day of such Offering, to purchase up to a
number of whole shares of Common Stock at the end of such Offering determined by
dividing twenty percent (or such lesser percentage as may be specified by the
Committee as the maximum employee contribution percentage in such Offering) of
such employee's Total Compensation with respect to such Offering, plus such
interest (if any) as the Committee may authorize to be credited during such
Offering in accordance with Section 7(a) above, by 85 percent of the Fair Market
Value of a share of Common Stock on the first date of such Offering or on the
last date of such Offering; provided, however, provided that in no event shall
the number of shares of Common Stock that may be purchased under any such option
exceed 2500 shares or such higher or lower number of shares as the Committee may
have specified in advance of such Offering as the maximum amount of stock which
may be purchased by an employee in such Offering. The purchase price of such
shares under such options shall be determined in accordance with Section 8(c)
below. The Company's obligation to sell and deliver Common Stock in any Offering
or pursuant to any such option shall be subject to the approval of any
governmental authority whose approval the Committee determines it is necessary
or advisable to obtain in connection with the authorization, issuance, offer or
sale of such Common Stock.

                  (b)      As of the last day of the Offering, the payroll
deduction account of each Participating Employee shall be totaled. Subject to
the provisions of Section 7(b) above and 8(d) below, if such account contains
sufficient funds as of that date to purchase one or more whole shares of Common
Stock at the price determined under Section 8(c) below, the Participating
Employee shall be conclusively deemed to have exercised the option granted
pursuant to Section 8(a) above for as many whole shares of Common Stock as the
amount of his or her payroll deduction account (including any contributions made
by means other than payroll deductions and including any interest credited to
the account) at the end of the Offering can purchase (but in no event for more
than the total number of shares that are subject to the option); such employee's
account will be charged for the amount of the purchase and for all purposes
under the Plan the employee will be deemed to have acquired the shares on that
date; and either a stock certificate representing such shares will be issued to
him or her, or the Company's record keeper will make an entry on its books and
records evidencing that such shares have been duly issued or transferred as of
that date, as the Committee may direct. Any option granted pursuant to Section
8(a) above which is not deemed exercised as of the last day of the Offering in
accordance with the foregoing provisions of this Section 8(b) shall expire on
that date.

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                  (c)      Unless the Committee determines before the first day
of an Offering that a higher price that complies with Section 423 of the Code
shall apply, the price at which shares of Common Stock may be purchased under
each option granted pursuant to Section 8(a) above shall be the lesser of (i) an
amount equal to 85 percent of the Fair Market Value of the Common Stock at the
time such option is granted, or (ii) an amount equal to 85 percent of the Fair
Market Value of the Common Stock at the time such option is exercised.

                  (d)      In addition to any other limitations set forth in the
Plan, no employee may be granted an option under the Plan which permits his or
her rights to purchase stock under the Plan, and any other stock purchase plan
of his or her employer corporation and its Parent and Subsidiary that is
qualified under Section 423 of the Code, to accrue at a rate which exceeds
$25,000 of the Fair Market Value of such stock (determined at the time such
option is granted) for each calendar year in which the option is outstanding at
any time. The Committee may further limit the amount of Common Stock which may
be purchased by any employee during an Offering in accordance with Section
423(b)(5) of the Code.

                  9.       HOLDING PERIOD.

                  Unless the Committee should determine otherwise, all Common
Stock acquired under the Plan is subject to a two year holding period. For
purposes of measuring a given two year holding period, the commencement date
shall be the date which is one day after the last day of an Offering. During the
holding period, no shares acquired through the Plan may be sold, transferred or
otherwise disposed, other than by will, the laws of descent and distribution, or
if Participant is no longer employed by the Company or its Subsidiaries.

                  10.      NO TRANSFER.

                  (a)      No option, right or benefit under the Plan may be
transferred by any employee, whether by will, the laws of descent and
distribution, or otherwise, and all options, rights and benefits under the Plan
may be exercised during an employee's lifetime only by such employee.

                  (b)      Book entry accounts and certificates for shares of
Common Stock purchased under the Plan may be maintained or registered, as the
case may be, only in the name of the Participating Employee or, if such employee
so indicates on his or her payroll deduction authorization form, in his or her
name jointly with a member of his or her family, with right of survivorship.

                  11.      EFFECTIVE DATE AND DURATION OF PLAN.

                  The Plan shall become effective when adopted by the Board;
provided, however, that the stockholders of the Company approve it within 12
months thereafter. If not so approved by shareholders, the Plan shall be null,
void and of no force or effect. If so approved, the Plan shall remain in effect
until all shares authorized to be issued or transferred hereunder have been
exhausted or until the Plan is sooner terminated by the Board of Direc-

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tors, and may continue in effect thereafter with respect to any options
outstanding at the time of such termination if the Board of Directors so
provides.

                  12.      AMENDMENT AND TERMINATION OF THE PLAN.

                  The Plan may be amended by the Board of Directors, without
shareholder approval, at any time and in any respect, unless shareholder
approval of the amendment in question is required under Section 423 of the Code
or under the rules and regulations of any stock exchange or automated quotation
system on which the Common Stock may then be listed or quoted. The Plan may also
be terminated at any time by the Board of Directors.

                  13.      GENERAL PROVISIONS.

                  (a)      Nothing contained in this Plan shall be deemed to
confer upon any person any right to continue as an employee of or to be
associated in any other way with the Company for any period of time or at any
particular rate of compensation.

                  (b)      No person shall have any rights as a stockholder of
the Company with respect to any shares optioned under the Plan until such shares
are issued or transferred to him or her.

                  (c)      All expenses of adopting and administering the Plan
shall be borne by the Company, and none of such expenses shall be charged to any
employee.

                  (d)      The Plan shall be governed by and construed under the
laws of the State of New York, without giving effect to the principles of
conflict of laws of that State.

                  (e)      The Plan and each Offering under the Plan is intended
to qualify as an "employee stock purchase plan" within the meaning of Section
423 of the Code. Every provision of the Plan shall be administered, interpreted
and construed to carry out such intention.

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