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                                                                    EXHIBIT 4.13

                                  NELNET, INC.
                        DIRECTORS STOCK COMPENSATION PLAN

                  1.       PURPOSES.

                  The purposes of this Nelnet, Inc. Directors Stock Compensation
Plan are to advance the interests of Nelnet, Inc. and its shareholders by
providing a means to attract, retain and motivate members of the Board of
Directors of Nelnet, Inc. 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)      "Board" means the Board of Directors of the Company.

                  (b)      "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.

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

                  (d)      "Director" means a non-employee member of the Board.

                  (e)      "Fair Market Value" means, with respect to Shares on
any day, the following:

                  (i)      If the Shares are at the time listed or admitted to
         trading on any stock exchange, then the Fair Market Value shall be the
         closing selling price per share of Shares on the day preceding the date
         in question on the stock exchange which is the primary market for the
         Shares, as such price is officially quoted on such exchange. If there
         is no reported sale of Shares on such exchange on such date, then the
         Fair Market Value shall be the closing selling price on the exchange on
         the last preceding date for which such quotation exists; and

                  (ii)     If the Shares are not at the time listed or admitted
         to trading on any stock exchange but are traded in the over-the-counter
         market, the Fair Market Value shall be the closing selling price per
         share of Shares on the day preceding the date in

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         question, as such price is reported by the National Association of
         Securities Dealers through the NASDAQ National Market System or any
         successor system. If there is no reported closing selling price for
         Shares on such date, then the closing selling price on the last
         preceding date for which such quotation exists shall be determinative
         of Fair Market Value.

                  (f)      "Participant" means a Director who has elected to
receive Shares or defer compensation under the Plan.

                  (g)      "Plan" means this Nelnet, Inc. Directors Stock
Compensation Plan, as amended from time to time.

                  (h)      "Plan Year" means the calendar year.

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

                  3.       ADMINISTRATION.

                  The Plan shall be administered by the Board. Subject to the
express provisions of the Plan, the Board shall have full and exclusive
authority to interpret the Plan, to make all determinations with respect to the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations necessary or advisable in the
implementation and administration of the Plan. The Board's interpretation and
construction of the Plan shall be conclusive and binding on all persons.

                  4.       SHARES SUBJECT TO THE PLAN.

                  (a)      Subject to adjustment as provided in Section 6(g),
the total number of Shares reserved for issuance under the Plan shall be
100,000.

                  (b)      Any Shares issued hereunder 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.

                  5.       SHARE ELECTION.


                  (a)      Each Director may make an election in writing on or
prior to each December 31 to receive the Director's annual retainer fees payable
in the following Plan Year in the form of Shares instead of cash. Unless the
Director makes a deferral election pursuant to Section 6 below, any Shares
elected shall be payable at the time cash retainer fees are otherwise payable.
The number of Shares distributed shall be equal to the amount of the annual
retainer


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fee otherwise payable on such payment date divided by 85% the Fair Market Value
of a Share on such payment date. Notwithstanding the foregoing, a Director who
is first elected or appointed to the Board may make an election under this
Section 5 within 60 days of such election or appointment to the Board in respect
of annual retainer fees payable after the date of the election. Any election
made under this Section 5 shall remain in effect unless and until a new election
is made in accordance with the provisions of this Plan.


                  (b)      Notwithstanding any provision of this Plan to the
contrary, no elections will be available to any Director under Sections 5(a) or
6 with respect to the Director's annual retainer fee payable for calendar year
2004. The annual retainer fee for each Director for calendar year 2004 shall be
paid as soon as practicable following the consummation of the Company's initial
public offering and registration of the Shares issuable hereunder, and such
annual retainer fee shall be paid in the form of Shares, the number of which
shall be determined by dividing the amount of the annual retainer fee by 85% of
the price paid per Share by the initial purchasers in the Company's initial
public offering.


                   6.      DEFERRAL ELECTION.

                  (a)      A Director who has elected to receive Shares pursuant
to Section 5 above may make an irrevocable election on or before the December 31
immediately preceding the beginning of a Plan Year of the Company, by written
notice to the Company, to defer delivery of all or a designated percentage of
the Shares otherwise payable as his or her annual retainer for service as a
Director for the Plan Year. Notwithstanding the foregoing, a Director who is
first elected or appointed to the Board may make an election under this Section
6(a) within 60 days of such election or appointment to the Board in respect of
annual retainer fees payable after the date of the election.

                  (b)      Deferrals of Shares hereunder shall continue until
the Director notifies the Company in writing, on or prior to the December 31
immediately preceding the commencement of any Plan Year, that he wishes to
change his election hereunder.

                  (c)      All shares which a Director elects to defer pursuant
to this Section 6 shall be credited in the form of share units to a bookkeeping
account maintained by the Company in the name of the Director. Each such unit
shall represent the right to receive one Share at the time determined pursuant
to the terms of the Plan.

                  (d)      As of each date on which a cash dividend is paid on
Shares, there shall be credited to each account that number of units (including
fractional units) determined by: (i) multiplying the amount of such dividend per
Share by the number of units in such account; and (ii) dividing the total so
determined by the Fair Market Value of a Share on the date of payment of such
cash dividend. The additions to a Director's account pursuant to this Section
6(d) shall continue until the Director's account is fully paid.

                  (e)      The account of a Director shall be distributed (in
the form of one Share for each Share unit) either (x) in a lump sum at the time
of termination of the Director's service on the Board or (y) in up to five
annual installments commencing at the time of termination of the director's
service on the Board, as elected by the Director. Each Director's distribution
election must be made in writing within the later of (A) 60 days after the
Effective Date of this Plan, or (B) 60 days after the Director first becomes
eligible to participate in the Plan; provided, however, that a Director may make
a new distribution election with respect to the entire portion of his or her
account subject to this Section 6(e) so

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long as such election is made at least one year in advance of the Director's
termination of service on the Board. In the case of an account distributed in
installments, the amount of Shares distributed in each installment shall be
equal to the number of Share units in the Director's account subject to such
installment distribution at the time of the distribution divided by the number
of installments remaining to be paid.

                  (f)      The right of a Director to amounts described under
this Section 6 shall not be subject to assignment or other disposition by him or
her other than by will or the laws of descent and distribution. In the event
that, notwithstanding this provision, a Director makes a prohibited disposition,
the Company may disregard the same and discharge its obligation hereunder by
making payment or delivery as though no such disposition had been made.

                  (g)      Adjustments. In the event that any dividend in
Shares, recapitalization, Share split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or Share exchange, or other
such change, affects the Shares such that they are increased or decreased or
changed into or exchanged for a different number or kind of Shares, other
securities of the Company or of another corporation or other consideration, then
in order to maintain the proportionate interest of the Directors and preserve
the value of the Directors' Share units, (i) there shall automatically be
substituted for each Share unit a new unit representing the number and kind of
Shares, other securities or other consideration into which each outstanding
Share shall be changed, and (ii) the number and kind of shares available for
issuance under the Plan shall be equitably adjusted in order to take into
account such transaction or other change. The substituted units shall be subject
to the same terms and conditions as the original Share units.

                  7.       GENERAL PROVISIONS.

                  (a)      Compliance with Legal and Trading Requirements. The
Plan shall be subject to all applicable laws, rules and regulations, including,
but not limited to, U.S. federal and state 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 the Plan until completion of such stock exchange or market system listing
or registration or qualification of such Shares or other required action under
any U.S. federal or state law, rule or regulation or under laws, rules or
regulations of other jurisdictions 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 U.S. federal or state law or under the laws of
other jurisdictions.

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                  (b)      No Right to Continued Service. Neither the Plan nor
any action taken thereunder shall be construed as giving any Director the right
to be retained in the service 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 Director's service at any
time.

                  (c)      Taxes. The Company is authorized to withhold from any
Shares delivered under this Plan any amounts of withholding and other taxes due
in connection therewith, and to take such other action as the Company may deem
advisable to enable the Company and a Participant to satisfy obligations for the
payment of any withholding taxes and other tax obligations relating thereto.
This authority shall include authority to withhold or receive Shares or other
property and to make cash payments in respect thereof in satisfaction of a
Participant's tax obligations.

                  (d)      Amendment. The Board may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of shareholders of the
Company or Participants, except that any such amendment, alteration, suspension,
discontinuation, or termination shall be subject to the approval of the
Company's shareholders if such shareholder approval is required by any U.S.
federal law or regulation or 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 impair
the rights or, in any other manner, adversely affect the rights of such
Participant under any award theretofore granted to him or her or compensation
previously deferred by him or her hereunder.

                  (e)      Unfunded Status of Awards. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to a deferral
election, nothing contained in the Plan shall give any such Participant any
rights that are greater than those of a general unsecured creditor of the
Company; provided, however, that the Company may authorize the creation of
trusts or make other arrangements to meet the Company's obligations under the
Plan to deliver cash, Shares, or other property pursuant to any award, which
trusts or other arrangements shall be consistent with the "unfunded" status of
the Plan unless the Company otherwise determines with the consent of each
affected Participant.

                  (f)      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 compensation arrangements as it may deem desirable,
and such arrangements may be either applicable generally or only in specific
cases.

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                  (g)      No Fractional Shares. No fractional Shares shall be
issued or delivered pursuant to the Plan. Cash shall be paid in lieu of such
fractional Shares.

                  (h)      Governing Law. The validity, construction, and effect
of the Plan shall be determined in accordance with the laws of the State of New
York, without giving effect to principles of conflict of laws thereof.


                  (i)      Effective Date; Plan Termination. The Plan as amended
and restated shall become effective as of October 21, 2003 (the "Effective
Date"). The Plan shall terminate as to future awards, at such time as no Shares
remain available for issuance pursuant to Section 4, and the Company has no
further obligations with respect to any compensation deferred under the Plan.


                  (j)      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.

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