<PAGE>
                                                                   Exhibit 10.77
JPMorgan Chase Bank
Global Derivative Operations
4 Metrotech Center, 17th Floor
Brooklyn, New York 11245

                         INTEREST RATE SWAP CONFIRMATION
                              AMENDED AND RESTATED

To   : NELNET INC.
Attn : Julie Hayen/Nancy Harms
Fax  : 1-402-458-2294
Date : 28 August 2003
Re   : Transaction Reference No. OIS1744494 / 660115170

         The purpose of this letter agreement is to confirm tie terms and
conditions of the Transaction entered into between us on the Trade Date below.
It constitutes a "Confirmation". as referred to in the ISDA Master Agreement
described below.

         The definitions and provisions contained in the 2000 ISDA Definitions
as published by the International Swaps and Derivatives Association, Inc.
("ISDA") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.

     1.  This Confirmation supplements, forms part of, and is subject to, the
         Master Agreement dated as of 20 May 2002, as amended and supplemented
         from time to time (the "Agreement"), between JPMorgan Chase Bank
         ("JPMorgan") and Nelnet Inc. ("Counterparty"). All provisions contained
         in the Agreement govern this Confirmation except as expressly modified
         below.

     2.  The terms of the particular Transaction to which this Confirmation
         relates are as follows:

         NOTIONAL AMOUNT:          USD 500,000,000.00

         TRADE DATE:               6 August 2003

         EFFECTIVE DATE:           25 August 2003

         TERMINATION DATE:         25 August 2006, subject to adjustment in
                                   accordance with the Following Business Day
                                   Convention.

         FLOATING AMOUNTS (1):

         FLOATING RATE PAYER:      COUNTERPARTY

         FLOATING RATE PAYER

                                                                     PAGE 1 of 5

<PAGE>

Confirmation - Swap Transaction                JPMorgan Ref: OIS1744494/66115170

     PAYMENT DATES:             25 November, 25 February, 25 May, 25 August of
                                each year commencing with 25 November 2003 and
                                ending with, and including, the Termination
                                Date, subject to adjustment in accordance with
                                the Following Business Day Convention.

     FLOATING RATE FOR INITIAL
     CALCULATION PERIOD:        TO BE DETERMINED

     FLOATING RATE OPTION:      USD - TBILL - H.15

     SPREAD:                    Plus 0.3500000 percent

     METHOD OF AVERAGING:       Unweighted Average Race

     RESET DATES:               Weekly

     COMPOUNDING:               Not Applicable

     FLOATING RATE
     DAY COUNT FRACTION:        Actual/Actual

     BUSINESS DAYS:             New York

     FLOATING AMOUNTS (2):

     FLOATING RATE PAYER:       JPMorgan

     FLOATING RATE PAYER
     PAYMENT DATES:             25 November, 25 February, 25 May, 25 August of
                                each year commencing with 25 November 2003 and
                                ending with, and including, the Termination
                                Date, subject to adjustment in accordance with
                                the Following Business Day Convention.

     FLOATING RATE FOR INITIAL
     CALCULATION PERIOD:        TO BE DETERMINED

     FLOATING RATE OPTION:      USD - LIBOR - BBA

     SPREAD:                    None

     DESIGNATED MATURITY:       3 Months

     RESET DATES:               The first day of each Calculation Period.

     COMPOUNDING:               NotApplicable

     FLOATING RATE

                                                                     Page 2 of 5

<PAGE>

Confirmation - Swap Transaction                JPMorgan Ref: OIS1744494/66115170

     DAY COUNT FRACTION:        Actual/360

     BUSINESS DAYS:             New York

     CALCULATION AGENT:         JPMorgan, unless otherwise specified in the
                                Agreement.

  3. ACCOUNT DETAILS

       PAYMENTS TO JPMORGAN:
                                JPMORGAN CHASE BANK, NEW YORK,
                                JPMORGAN, NY ABA# 021000021, A/C# 900-900-1364

       PAYMENTS TO COUNTERPARTY:
                                To be Advised

  4. OFFICE, ADDRESS AND TELEPHONE NUMBER FOR NOTICES IN CONNECTION WITH THIS
     TRANSACTION

                  (a) Counterparty: its Office in
                                To be advised

                  (b) JPMorgan: its head Office in
                                New York c/o Global Derivative Operations
                                4 Metrotech Center, 17th Floor
                                Brooklyn, New York 11245

  5. DOCUMENTS TO BE DELIVERED

     Each party shall deliver to the other, at the time of its execution of this
     Confirmation, evidence of the incumbency and specimen signature of the
     person(s) executing this Confirmation, unless such evidence has been
     previously supplied and remains true and in effect.

  6. RELATIONSHIP BETWEEN PARTIES

     Each party will be deemed to represent to the other party on the date on
     which it enters into a Transaction that (absent a written agreement between
     the parties that expressly imposes affirmative obligations to the contrary
     for that Transaction):-

     (a) Non-Reliance. It is acting for its own account, and it has made its own
     independent decisions to enter into that Transaction and as to whether that
     Transaction is appropriate or proper for it based upon its own judgement
     and upon advice from such advisers as it has deemed necessary. It is not
     relying on any communication (written or oral) of the other party as
     investment advice or as a recommendation to enter into that Transaction; it
     being understood that information and explanations related to the terms and
     conditions of a Transaction shall not be considered investment advice or a
     recommendation to enter into that Transaction. No communication (written or
     oral) received from the other party shall be deemed to be an assurance or
     guarantee as to the

                                                                     Page 3 of 5

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Confirmation - Swap Transaction                JPMorgan Ref: OIS1744494/66115170

     expected results of that Transaction.

     (b) Assessment and Understanding. It is capable of assessing the merits of
     and understanding (on its own behalf or through independent professional
     advice), and understands and accepts, the terms, conditions and risks of
     that Transaction. It is capable of assuming, and assumes the risks of that
     Transaction.

     (c) Status of Parties. The other party is not acting as a fiduciary for or
     an adviser to it in respect of chat Transaction.

     Please confirm that the foregoing correctly sets forth the terms of our
     agreement by executing a copy of this Confirmation and returning it to us.

                                         Yours sincerely,

                                         JPMORGAN CHASE BANK

                                         By: /s/ Deborah Hooper
                                             ----------------------
                                         Name: Deborah Hooper
                                         Title: Vice President

     Confirmed as of the date first
     above written:

     NELNET INC.

     By: /s/ Terry Heimes
         ---------------------------

     Name: Terry Heimes
           -------------------------
     Title: CFO
            ------------------------

     apl/(a)kw/(a)apl

                                                                     Page 4 of 5

<PAGE>

Confirmation - Swap Transaction                JPMorgan Ref: OIS1744494/66115170

                    Global Derivative Operations Contact List

                                  CONFIRMATIONS

<TABLE>
<CAPTION>
                                                                              Telephone                        Facsimile
                                                                              ---------                        ---------
<S>                                                                  <C>                              <C>
Single and Cross Currency Swaps, FRA's and Interest Rate Options
Return executed confirmations / Send your confirmations to:          (718) 242-9260 / 9262 / 9263

Discrepancies with Confirm:                                          (718) 242-7294 / 7296 / 3100     (718) 242-9260 / 9262/9263

If you did not receive our Confirmation:                             (718) 242-3313 / 3089 / 3323     (718) 242-9260 / 9262 / 9263
</TABLE>

                               RATE RESET ADVICES
       (Single and Cross Currency Swaps, FRA'S and Interest Rate Options)

<TABLE>
<S>                                              <C>                               <C>
JPMorgan Chase Bank, London Branch.

If you did not receive a Rare Reset Advice:          44(0) 1202 347715             44(0) 1202 343440
Email: clientfocus_group@jpmorgan.com

JPMorgan Chase Bank, New York Branch
If you did not receive a Rate Reset Advice:      (718) 242-3121 / 7359             (718) 242-4206
</TABLE>

                                    PAYMENTS
       (Single and Cross Currency Swaps, FRA's and Interest Rate Options)

<TABLE>
<S>                                        <C>                       <C>
JPMorgan Chase Bank, London Branch
Pre-Settlement:                            44(0) 1202-347715         44(0)1202 343440
Post-Settlement:                           44(0) 1202-347818         44(0)1202-343440
Email: clientfocus_group@jpmorgan.com

Asia Specific:
Maite Gielissen:                           44(0) 1202 34 7420
Michael Stavonhagen:                       44(0) 1202 34 7607
Jacqueline Deakin:                         44(0) 1202 34 6651
Harvey Haynes:                             44(0) 1202 34 3044
Facsimile:                                 44(0) 1202 34 2003
Email: asian-cliet-queries@jpmorgan.com
</TABLE>

<TABLE>
<S>                                            <C>
JPMorgan Chase Bank, New York Branch
Pre-Settlement:                                (718) 242-3187 / 2827 / 3098(718) 242-5826
Customer Service:                                  (718) 242-7294 / 7296(718) 242-4216
Email: ny.pre.customer.service@jpmorgan.com
Email: ny.post.customer.service@jpmorgan.com
</TABLE>

JPMorgan Chase Bank, London S.W.I.F.T BIC (CHASGB2L) Telex 94060015
JPMorgan Chase Bank, New York S.W.I.F.T BIC (CHASUS33) Telex 420120 CMB UW

                                                                     Page 5 of 5