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                  SERIES 2001A SUPPLEMENTAL INDENTURE OF TRUST


                                 by and between


                        NELNET STUDENT LOAN CORPORATION-2


                                       and


                           ZIONS FIRST NATIONAL BANK,
                                   as Trustee





                           Authorizing the Issuance of

                                  $480,000,000
                        NELNET Student Loan Corporation-2
                         Student Loan Asset-Backed Notes
                                  Series 2001A





                            Dated as of April 1, 2001


--------------------------------------------------------------------------------

<PAGE>


                                Table of Contents

                                                                            Page

ARTICLE I

DEFINITIONS AND USE OF PHRASES...............................................1

ARTICLE II

SERIES 2001A NOTE DETAILS, FORM OF SERIES 2001A NOTES, REDEMPTION OF SERIES
       2001A NOTES AND USE OF PROCEEDS OF SERIES 2001A NOTES

        Section 2.01  Series 2001A Note Details..............................2
        Section 2.02. Redemption of the Series 2001A Notes...................5
        Section 2.03. Delivery of Series 2001A Notes.........................6
        Section 2.04. Trustee's Authentication Certificate...................6
        Section 2.05. Deposit of Series 2001A Note Proceeds..................7
        Section 2.06. Forms of Series 2001A Notes............................7

ARTICLE III

        GENERAL PROVISIONS

        Section 3.01. Date of Execution......................................7
        Section 3.02. Laws Governing.........................................7
        Section 3.03. Severability...........................................7
        Section 3.04. Exhibits...............................................7

ARTICLE IV

APPLICABILITY OF INDENTURE...................................................7

EXHIBIT A FORM OF NOTES
EXHIBIT B SERIES 2001A CLOSING CASH FLOW PROJECTIONS
EXHIBIT C MANDATORY REDEMPTION SCHEDULE


<PAGE>

                  SERIES 2001A SUPPLEMENTAL INDENTURE OF TRUST


        THIS SERIES 2001A  SUPPLEMENTAL  INDENTURE OF TRUST (this  "Supplemental
Indenture")  dated as of April 1, 2001,  is by and between  NELNET  STUDENT LOAN
CORPORATION-2,  a corporation  duly organized and existing under the laws of the
State of Nevada  (the  "Issuer"),  and ZIONS  FIRST  NATIONAL  BANK,  a national
banking  association  duly organized and operating  under the laws of the United
States of America  (together with its successors,  the "Trustee"),  as successor
trustee hereunder (all capitalized  terms used in these preambles,  recitals and
granting  clauses  shall have the same  meanings  assigned  thereto in Article I
hereof);

                              W I T N E S S E T H:

        WHEREAS,  the Issuer has  previously  entered into an Indenture of Trust
dated as of June 1, 2000 (as previously amended,  the "Original  Indenture," and
together with this Supplemental Indenture, the "Indenture"),  between the Issuer
and the Trustee;

        WHEREAS, the Issuer desires to enter into this Supplemental Indenture in
order to issue Notes pursuant to the terms of the Original Indenture,  including
Section 2.08 thereof;

        WHEREAS,  the Issuer represents that it is duly created as a corporation
under the laws of the State and that by proper action it has duly authorized the
issuance of $480,000,000 of its Student Loan  Asset-Backed  Notes,  Series 2001A
consisting  of one Class,  designated as Senior Class 2001A-1 (the "Series 2001A
Notes"),  and it has by proper  corporate  action  authorized  the execution and
delivery of this Supplemental Indenture;

        WHEREAS,  the  Series  2001A  Notes  constitute  Notes as defined in the
Indenture;

        WHEREAS, the Trustee has agreed to accept the trusts herein created upon
the terms herein set forth; and

        NOW, THEREFORE, it is mutually covenanted and agreed as follows:

                                   ARTICLE I

                         DEFINITIONS AND USE OF PHRASES

        All words and phrases  defined in Article I of the Indenture  shall have
the same meaning in this Supplemental Indenture,  except as otherwise appears in
this Article.  In addition,  the following terms have the following  meanings in
this Supplemental Indenture unless the context clearly requires otherwise:

        "AUTHORIZED  DENOMINATIONS"  means $1,000,000 and any integral multiples
of $100,000 in excess thereof.

        "DATE OF ISSUANCE" means April 2, 2001.


<PAGE>

        "RATING  AGENCY" means,  collectively,  Fitch,  Inc.,  Standard & Poor's
Ratings Services,  a division of The McGraw Hill Companies and Moody's Investors
Service, Inc.

        "SERIES  2001A  NOTES"  means the  NELNET  Student  Loan  Corporation-2,
Student Loan Asset-Backed  Notes,  Series 2001A issued pursuant to the Indenture
and this  Supplemental  Indenture,  designated  as  Senior  Notes  issued in the
aggregate  principal  amount of  $480,000,000  consisting  of the Class  2001A-1
Notes.

        "SERIES  2001A  RESERVE  FUND  REQUIREMENT"  means  0.75%  of the  Notes
outstanding;  provided,  however,  that so long as any Notes remain  Outstanding
there shall be at least $1,000,000 on deposit in the Reserve Fund.

        "SERVICER"  means  NELnet,   Inc.,  a  Nevada  corporation,   and  their
successors and assigns.

        "SERVICING AGREEMENT" means,  collectively,  (i) the Servicing Agreement
dated as of June 1, 2000, as supplemented and amended from time to time, between
the Issuer and the Servicer,  (ii) the Loan  Subservicing  Agreement dated as of
June 1,  2000,  as  supplemented  and  amended  from time to time,  between  the
Servicer  and UNIPAC  Service  Corporation,  as  subservicer  and (iii) the Loan
Sub-Servicing  Agreement dated as of June 1, 2000, as  supplemented  and amended
from time to time, between the Servicer and InTuition, Inc., as subservicer.

        "SUBSERVICER"  means,  collectively,   UNIPAC  Service  Corporation  and
InTuition, Inc., and their successors and assigns.

        "UNDERWRITER"   means,   collectively,   Credit   Suisse   First  Boston
Corporation,  Salomon Smith Barney Inc., UBS Warburg LLC and JPMorgan a division
of Chase Securities Inc.

        Words importing the masculine gender include the feminine gender.  Words
importing persons include firms, associations and corporations.  Words importing
the singular number include the plural number and vice versa.  Additional  terms
are defined in the body of this Supplemental Indenture.

        In the event that any term or provision contained herein with respect to
the Series 2001A Notes shall conflict with or be  inconsistent  with any term or
provision  contained  in  the  Indenture,  the  terms  and  provisions  of  this
Supplemental Indenture shall govern.

                                   ARTICLE II

                           SERIES 2001A NOTE DETAILS,
                           FORM OF SERIES 2001A NOTES,
                        REDEMPTION OF SERIES 2001A NOTES
                    AND USE OF PROCEEDS OF SERIES 2001A NOTES

SECTION 2.01. SERIES 2001A NOTE DETAILS.

        (a) The aggregate  principal  amount of the Series 2001A Notes which may
be initially authenticated and delivered under this Supplemental Indenture is


                                       2
<PAGE>

limited  to  $480,000,000  except  for  Series  2001A  Notes  authenticated  and
delivered  upon transfer of, or in exchange for, or in lieu of Notes pursuant to
Sections 2.03 and 2.04 of the Indenture.  The Series 2001A Notes shall be issued
in one (1) subclass  consisting  of  $480,000,000  of Class 2001A-1  Notes.  The
Series  2001A  Notes  shall be issuable  only as fully  registered  notes in the
Authorized Denominations. The Series 2001A Notes shall be lettered "R" and shall
be numbered separately from 1 upwards, respectively.

        The  Series  2001A  Notes  shall be dated  April 2, 2001  (the  "Date of
Issuance")  and shall bear interest from their Date of Issuance,  payable on the
first Business Day of each month (each an "Interest  Payment Date"),  commencing
May 1, 2001,  except  that Series  2001A  Notes which are issued upon  transfer,
exchange or other  replacement shall bear interest from the most recent Interest
Payment Date to which  interest has been paid,  or if no interest has been paid,
from the Date of  Issuance of the Series  2001A  Notes.  The Series  2001A Notes
shall  mature on July 1, 2012.  The rate of interest  on the Series  2001A Notes
shall be 5.76% and shall be computed on the basis of a 360-day  year  consisting
of twelve 30-day months.

        The  principal of the Series  2001A Notes due at its Stated  Maturity or
redemption in whole or in part shall be payable at the  Principal  Office of the
Trustee,  or such other location as directed by the Trustee, or at the Principal
Office of its successor in trust upon  presentation  and surrender of the Series
2001A Notes.  Payment of interest and principal  paid subject to a redemption on
any Series 2001A Note shall be made to the Registered  Owner thereof by check or
draft mailed on the Interest Payment Date by the Trustee to the Registered Owner
at his address as it last appears on the registration  books kept by the Trustee
at the close of business  on the 10th day prior to each  Interest  Payment  Date
(the "Record  Date"),  but any such interest not so timely paid or duly provided
for shall cease to be payable to the  Registered  Owner  thereof at the close of
business on the Record Date and shall be payable to the Registered Owner thereof
at the close of business on a special record date (a "Special  Record Date") for
the payment of any such  defaulted  interest.  Such Special Record Date shall be
fixed by the  Trustee  whenever  moneys  become  available  for  payment  of the
defaulted interest, and notice of such Special Record Date shall be given to the
Registered  Owners of the Series 2001A Notes not less than 10 days prior thereto
by  first-class  mail to each such  Registered  Owner as shown on the  Trustee's
registration books on the date selected by the Trustee,  stating the date of the
Special  Record  Date and the  date  fixed  for the  payment  of such  defaulted
interest. Payment of interest to the Securities Depository or its nominee shall,
and at the written  request  addressed  to the  Trustee of any other  Registered
Owner  owning at least  $1,000,000  principal  amount of the Series 2001A Notes,
payments of interest shall, be paid by wire transfer within the United States to
the bank account  number  filed no later than the Record Date or Special  Record
Date with the Trustee for such  purpose.  All payments on the Series 2001A Notes
shall be made in lawful money of the United States of America.

        (b) Except as otherwise provided in this Section, the Series 2001A Notes
in the form of one or more global notes shall be  registered  in the name of the
Securities  Depository or its nominee and ownership  thereof shall be maintained
in book-entry  form by the  Securities  Depository  for the account of the Agent
Members. Initially, each Series 2001A Note shall be registered in the name of


                                       3
<PAGE>

CEDE & Co., as the nominee of The Depository  Trust Company.  Except as provided
in subsection (d) of this Section, the Series 2001A Notes may be transferred, in
whole but not in part,  only to the  Securities  Depository  or a nominee of the
Securities  Depository  or to a  successor  Securities  Depository  selected  or
approved by the Issuer or to a nominee of such successor Securities  Depository.
Each  global note shall bear a legend  substantially  to the  following  effect:
"Except  as  otherwise  provided  in the  Indenture,  this  global  note  may be
transferred, in whole but not in part, only to another nominee of the Securities
Depository (as defined in the Indenture) or to a successor Securities Depository
or to a nominee of a successor Securities Depository."

        (c) Except as  otherwise  provided  herein,  the Issuer and the  Trustee
shall have no  responsibility  or obligation with respect to (i) the accuracy of
the records of the Securities Depository or any Agent Member with respect to any
beneficial  ownership  interest in the Series 2001A Notes,  (ii) the delivery to
any Agent  Member,  beneficial  owner of the Series 2001A Notes or other Person,
other than the Securities  Depository,  of any notice with respect to the Series
2001A Notes or (iii) the payment to any Agent  Member,  beneficial  owner of the
Series 2001A Notes or other Person, other than the Securities Depository, of any
amount with  respect to the  principal of or interest on the Series 2001A Notes.
So long as the  certificates  for the  Series  2001A  Notes  issued  under  this
Supplemental Indenture are not issued pursuant to subsection (d) of this Section
the Issuer and the Trustee may treat the Securities  Depository as, and deem the
Securities  Depository  to be, the absolute  owner of the Series 2001A Notes for
all  purposes  whatsoever,  including,  without  limitation,  (A) the payment of
principal  of and interest on such Series  2001A  Notes,  (B) giving  notices of
redemption  and other  matters  with  respect to such Series 2001A Notes and (C)
registering  transfers  with respect to such Series 2001A Notes.  In  connection
with any notice or other  communication to be provided to the Registered  Owners
pursuant  to this  Supplemental  Indenture  by the  Issuer or the  Trustee  with
respect to any consent or other action to be taken by the Registered Owners, the
Issuer or the  Trustee,  as the case may be,  shall  establish a record date for
such consent or other action and, if the Securities Depository shall hold all of
the Series 2001A Notes,  give the  Securities  Depository  notice of such record
date not less than 15 calendar days in advance of such record date to the extent
possible.  Such notice to the Securities Depository shall be given only when the
Securities Depository is the sole Registered Owner.

        (d) If at any time the Securities Depository notifies the Issuer and the
Trustee that it is unwilling or unable to continue as Securities Depository with
respect to any or all of the Series 2001A Notes or if at any time the Securities
Depository  shall  no  longer  be  registered  or in  good  standing  under  the
Securities  Exchange  Act  or  other  applicable  statute  or  regulation  and a
successor  Securities  Depository  is not appointed by the Issuer within 90 days
after the Issuer receives notice or becomes aware of such condition, as the case
may be,  subsections  (b) and (c) of this Section  shall no longer be applicable
and the Issuer  shall  execute and the Trustee  shall  authenticate  and deliver
certificates representing the Series 2001A Notes as provided below. In addition,
the Issuer may determine at any time that the Series 2001A Notes shall no longer
be represented by global certificates and that the provisions of subsections (b)
and (c) of this Section shall no longer apply to the Series 2001A Notes. In such
event,  the Issuer shall execute and the Trustee shall  authenticate and deliver
certificates representing the Series 2001A Notes as provided below. Certificates
for the Series 2001A Notes issued in exchange for a global certificate  pursuant
to this subsection shall be registered in such names and authorized


                                       4
<PAGE>

denominations as the Securities  Depository,  pursuant to instructions  from the
Agent  Members or  otherwise,  shall  instruct  in writing to the Issuer and the
Trustee,  and upon which  written  instructions  the  Trustee  may rely  without
investigation. The Trustee shall promptly deliver such certificates representing
the Series 2001A Notes to the Persons in whose names such Series 2001A Notes are
so registered.

SECTION 2.02.  REDEMPTION OF THE SERIES 2001A NOTES.

        (a) MANDATORY  REDEMPTION.  Subject to the provisions of Section 2.02(d)
hereof, the Series 2001A Notes are subject to mandatory  redemption on and after
July 1, 2003, to the extent moneys are available in the Acquisition Fund, on the
first Business Day of each month, in an amount necessary to reduce the principal
balance of the Series 2001A Notes to the  percentage  of the original  principal
balance set forth for such month on Exhibit C hereto, plus accrued interest,  if
any,  to the date of  redemption  thereof.  If moneys are not  available  in the
Acquisition  Fund to redeem the Series  2001A  Notes in the full amount and on a
date shown in Exhibit C hereto,  the amount of such deficiency shall be added to
the amount to be redeemed from moneys  available in the Acquisition  Fund on the
next  scheduled  redemption  date to reduce the principal  balance of the Series
2001A Notes to the percentage set forth in Exhibit C hereto.

        (b) OPTIONAL  PURCHASE.  Subject to the  provisions  of Section  2.02(d)
hereof, the Issuer may purchase or cause to be purchased all of the Series 2001A
Notes on any Interest  Payment  Date on which the  aggregate  current  principal
balance of the Notes  (including  the Series  2001A Notes) shall be less than or
equal to 20% of the initial  aggregate  principal  balance of the Notes on their
Date of Issuance,  at a purchase price equal to the aggregate  current principal
balance of such  Notes,  plus  accrued  interest  on the Notes  through  the day
preceding  the Interest  Payment Date on which the purchase  occurs.  The amount
deposited pursuant to this subsection (b) shall be paid to the Registered Owners
on the related  Interest  Payment Date  following the date of such deposit.  All
Series 2001A Notes which are purchased  pursuant to this subsection (b) shall be
delivered  by the Issuer upon such  purchase to, and be canceled by, the Trustee
and be disposed of in a manner satisfactory to the Trustee and the Issuer.

        (c) NOTICE OF REDEMPTION AND PURCHASE. The Trustee shall cause notice of
any  redemption  or  purchase  to be given by  mailing  a copy of the  notice by
first-class  mail to the Registered  Owner of any Series 2001A Notes  designated
for  redemption  or purchase in whole or in part,  at their  address as the same
shall last appear  upon the  registration  books,  in each case not less than 15
days prior to the redemption or purchase date; provided,  however,  that failure
to give such notice, or any defect therein, shall not affect the validity of any
proceedings  for the  redemption or purchase date of such Series 2001A Notes for
which no such failure or defect occurs.

        (d) PARTIAL REDEMPTION.

            (i) If less than all of the Series  2001A  Notes are to be  redeemed
pursuant  to Section  2.02(a) or 2.02(b)  hereof,  the Series  2001A Notes to be
redeemed  shall be redeemed as directed by an Issuer Order.  If less than all of
the Series  2001A Notes of any Stated  Maturity of the Series 2001A Notes are to
be redeemed,  the Series 2001A Notes of the same Stated  Maturity to be redeemed
shall be selected by lot in such manner as the Trustee shall determine.

                                       5
<PAGE>

            (ii) In case a Series 2001A Note is of a denomination larger than an
Authorized Denomination,  a portion of such Note (in an Authorized Denomination)
may be redeemed.  Upon surrender of any Series 2001A Note for redemption in part
only, the Issuer shall execute and the Trustee shall authenticate and deliver to
the Registered  Owner thereof,  the cost of which shall be paid by the Issuer, a
new Series 2001A Note or Series 2001A Notes of the same series,  maturity and of
authorized  denominations,  in  an  aggregate  principal  amount  equal  to  the
unredeemed portion of the Series 2001A Note surrendered.

      SECTION  2.03.  DELIVERY OF SERIES 2001A  NOTES.  Upon the  execution  and
delivery of this Supplemental Indenture, the Issuer shall execute and deliver to
the  Trustee  and the  Trustee  shall  authenticate  the Series  2001A Notes and
deliver them to The Depository  Trust Company and as hereinafter in this Section
provided.

      Prior to the  delivery  by the Trustee of any of the Series  2001A  Notes,
there shall have been filed with or delivered to the Trustee the following:

            (a) A  resolution  duly  adopted  by the  Issuer,  certified  by the
Secretary or other  Authorized  Officer  thereof,  authorizing the execution and
delivery of this  Supplemental  Indenture  and the  issuance of the Series 2001A
Notes.

            (b) Duly executed copies of this  Supplemental  Indenture and a copy
of the Indenture.

            (c) Rating  letters  from each  Rating  Agency  pursuant  to Section
2.08(b)(ii) of the Original Indenture.

            (d) An opinion of Note Counsel  pursuant to Section  2.08(b)(iii) of
the Original Indenture.

      SECTION  2.04.  TRUSTEE'S   AUTHENTICATION   CERTIFICATE.   The  Trustee's
authentication certificate upon the Series 2001A Notes shall be substantially in
the form  provided  in Exhibit A hereof.  No Series  2001A Note shall be secured
hereby or entitled to the benefit  hereof,  or shall be valid or obligatory  for
any purpose, unless a certificate of authentication, substantially in such form,
has been duly executed by the Trustee;  and such certificate of the Trustee upon
any Series  2001A  Note  shall be  conclusive  evidence  and the only  competent
evidence  that such Bond has been  authenticated  and delivered  hereunder.  The
Trustee's  certificate  of  authentication  shall be  deemed  to have  been duly
executed by it if manually signed by an authorized  officer of the Trustee,  but
it shall  not be  necessary  that  the  same  person  sign  the  certificate  of
authentication on all of the Series 2001A Notes issued hereunder.

      SECTION 2.05. DEPOSIT OF SERIES 2001A NOTE PROCEEDS. Upon the issuance and
delivery of the Series 2001A Notes,  the Trustee  shall deposit the net proceeds
thereof  (i.e.,  net of original issue  discount of  $148,320.00,  Underwriters'
discount of $1,440,000,  a management  fee of $240,000 and a structuring  fee of
$240,000):

                                       6
<PAGE>

            (a) an  amount  equal  to  $474,331,680  shall be  deposited  to the
Acquisition Fund; and

            (b) an amount equal to $3,600,000  shall be deposited to the Reserve
Fund.

      SECTION 2.06. FORMS OF SERIES 2001A NOTES. The Series 2001A Notes shall be
in  substantially  the form set  forth in  Exhibit  A  hereto,  each  with  such
variations, omissions and insertions as may be necessary.

      SECTION 2.07.  ADDITIONAL  COVENANTS OF THE ISSUER. Prior to July 1, 2003,
the  Issuer  covenants  and  agrees  that  the  aggregate  principal  amount  of
Consolidation  Loans held in the Trust  Estate shall at all times be equal to or
greater than 25% of the  aggregate  principal  amount of all  Financed  Eligible
Loans held in the Trust Estate.

                                  ARTICLE III

                               GENERAL PROVISIONS

      SECTION  3.01.  DATE  OF  EXECUTION.   This  Supplemental   Indenture  for
convenience and for the purpose of reference is dated as of April 1, 2001.

      SECTION 3.02. LAWS GOVERNING.  It is the intent of the parties hereto that
this Supplemental Indenture shall in all respects be governed by the laws of the
State.

      SECTION 3.03. SEVERABILITY.  Of any covenant,  agreement,  waiver, or part
thereof in this Supplemental  Indenture  contained be forbidden by any pertinent
law or  under  any  pertinent  law be  effective  to  render  this  Supplemental
Indenture invalid or unenforceable or to impair the lien hereof,  then each such
covenant,  agreement,  waiver,  or part  thereof  shall  itself be and is hereby
declared to be wholly  ineffective,  and this  Supplemental  Indenture  shall be
construed as if the same were not included herein.

      SECTION  3.04.  EXHIBITS.  The  terms  of the  Exhibits  attached  to this
Supplemental Indenture are incorporated herein in all particulars.

                                   ARTICLE IV

                           APPLICABILITY OF INDENTURE

      The  provisions  of  the  Indenture  are  hereby  ratified,  approved  and
confirmed,   except  as  otherwise   expressly  modified  by  this  Supplemental
Indenture.  The  representations,  warranties  and  covenants  contained  in the
Indenture  (except as expressly  modified herein) are hereby reaffirmed with the
same force and effect as if fully set forth herein and made again as of the date
hereof.


                                       7
<PAGE>


      IN WITNESS WHEREOF,  the Issuer has caused this Supplemental  Indenture to
be executed in its corporate name and behalf by the Secretary,  and the Trustee,
to  evidence  its  acceptance  of the trusts  hereby  created,  has caused  this
Supplemental  Indenture to be executed in its corporate name and behalf,  all in
multiple counterparts, each of which shall be deemed an original, and the Issuer
and the Trustee  have caused this  Supplemental  Indenture to be dated as of the
date herein above first shown,  although actually executed on the dates shown in
the acknowledgments hereafter appearing.

                                        NELNET STUDENT LOAN CORPORATION-2



                                        By /s/  Stephen F. Butterfield
                                           -------------------------------------
                                            Stephen F. Butterfield
                                            President


                                        ZIONS FIRST NATIONAL BANK, as Trustee



                                        By /s/  David W. Bata
                                           -------------------------------------
                                            David W. Bata
                                            Vice President


                                       8
<PAGE>

                                    EXHIBIT A

                                  FORM OF NOTES

        EXCEPT AS OTHERWISE  PROVIDED IN THE INDENTURE,  THIS GLOBAL NOTE MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES
DEPOSITORY (AS DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY
OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.


                        NELNET STUDENT LOAN CORPORATION-2
                         STUDENT LOAN ASSET-BACKED NOTE
                              SENIOR CLASS 2001A-1
                                FIXED RATE NOTES

REGISTERED NO. R-__                                 REGISTERED $________________

   MATURITY DATE        INTEREST RATE      ORIGINAL ISSUE DATE        CUSIP NO.

   July 1, 2012             5.76%             April 2, 2001           640314AR1

PRINCIPAL SUM: _________________________________________ AND 00/100 DOLLARS
REGISTERED OWNER: CEDE & CO.

        NELNET STUDENT LOAN  CORPORATION-2,  a corporation  organized  under the
corporation  laws of the State of Nevada (the "Issuer,"  which term includes any
successor corporation under the Indenture of Trust, dated as of June 1, 2000 (as
previously amended,  the "Original  Indenture") and the Series 2001 Supplemental
Indenture  of Trust  dated as of April 1, 2001 (as  amended,  the  "Series  2001
Supplemental   Indenture,"  and  together  with  the  Original  Indenture,   the
"Indenture"),  each between the Issuer and Zions First National Bank, as trustee
(the "Trustee," which term includes any successor  trustee under the Indenture))
for value  received,  hereby  promises to pay to the  Registered  Owner  (stated
above) or registered  assigns,  the Principal Sum of (stated above),  but solely
from the revenues and receipts hereinafter  specified and not otherwise,  on the
Maturity  Date  specified  above  (subject  to the  right  of  prior  redemption
hereinafter  described),  upon  presentation  and  surrender of this note at the
Principal Office of the Trustee, as paying agent, trustee,  authenticating agent
and registrar for the Notes, or a duly appointed  successor paying agent, and to
pay interest in arrears on said  Principal Sum, but solely from the revenues and
receipts hereinafter specified and not otherwise, to the Registered Owner hereof
from the most  recent  Interest  Payment  Date to which  interest  has been paid
hereon, until the payment of said principal sum in full.

        Any capitalized  words and terms used as defined words and terms in this
note and not otherwise  defined herein shall have the meanings given them in the
Indenture.

        The  principal  of and interest on this note are payable in lawful money
of the  United  States of  America.  If the  specified  date for any  payment of
principal or interest accrued to such specified date shall be a day other than a


                                       A-1
<PAGE>

Business Day then such payment may be made on the next succeeding  Business Day,
with the same force and effect as if made on the specified date for such payment
without additional interest.

        Interest shall be payable on this note on the first Business Day of each
month and shall be computed on the  assumption  that each year contains 360 days
consisting of twelve 30-day months.

        This  note is one of a  series  of  notes of the  Issuer  designated  as
Student Loan Asset-Backed  Notes,  Senior Class 2001A-1 Fixed Rate Notes,  dated
the Original  Issuance  Date,  in the  aggregate  original  principal  amount of
$480,000,000  (the "Class 2001A Notes") which have been authorized by the Issuer
under a certain resolution,  and issued by the Issuer pursuant to the Indenture.
The  proceeds  of such notes have been used by the Issuer,  together  with other
moneys  of the  Issuer,  for the  purpose  of  providing  funds to  finance  the
acquisition of student  loans,  fund a reserve fund and to pay certain costs and
expenses  in  connection  with  the  issuance  of such  notes.  The  Issuer  has
previously issued $1,000,000,000 of its Student Loan Asset-Backed Notes pursuant
to the terms of the  Indenture,  consisting  of  $950,000,000  of Senior Class A
Notes (the "Class  2000A  Notes," and together  with the Class 2001A Notes,  the
"Class A Notes")  and  $50,000,000  of  Subordinate  Class B Notes (the "Class B
Notes").  The  Indenture  provides  for the  issuance of  additional  notes (the
"Additional  Notes") which may be secured on a parity with or subordinate to the
Class A Notes or the  Class B Notes as  determined  by the  Issuer.  The Class A
Notes, the Class B Notes and any Additional  Notes are collectively  referred to
herein as the "Notes."

        MANDATORY  REDEMPTION.  This note is subject to mandatory  redemption as
described in the Indenture.

        OPTIONAL PURCHASE.  The Issuer may purchase or cause to be purchased all
of the  Notes on any  Interest  Payment  Date on  which  the  aggregate  current
principal balance of the Notes shall be less than or equal to 20% of the initial
aggregate principal balance of the Notes on the Date of Issuance,  at a purchase
price equal to the  aggregate  current  principal  balance of such  Notes,  plus
accrued  interest on the Notes through the day  preceding  the Interest  Payment
Date on which the purchase occurs.

        NOTICE OF  REDEMPTION  OR  PURCHASE.  Notice of the call for  redemption
shall be given by the  Trustee  by mailing a copy of the notice at least 15 days
prior to the redemption or purchase date to the  Registered  Owners of the Notes
to be redeemed in whole or in part at the address of such Registered  Owner last
showing on the  registration  books.  Failure to give such  notice or any defect
therein shall not affect the validity of any  proceedings  for the redemption or
purchase of such Series 2001A Notes for which no such failure or defect  occurs.
All Notes called for  redemption or purchase  will cease to bear interest  after
the specified  redemption or purchase date, provided funds for their payment are
on  deposit at the place and time of  payment.  If less than all Notes are to be
redeemed or  purchased,  Notes shall be selected for  redemption  or purchase as
provided in the Indenture.

        The  Indenture  provides  that the Issuer  may enter  into a  derivative
product between the Issuer and a derivative provider (a "Reciprocal  Payor"), as


                                       A-2
<PAGE>

originally executed and as amended or supplemented, or other interest rate hedge
agreement between the Issuer and a Reciprocal Payor, as originally  executed and
as amended or  supplemented.  Payments due to a Reciprocal Payor from the Issuer
pursuant to the applicable  Derivative Product are referred to herein as "Issuer
Derivative Payments," and may be secured on a parity with any series of Bonds.

        The  principal of and  interest on the Class A Notes and any  Additional
Notes  issued  on a parity  with the  Class A Notes  and any  Issuer  Derivative
Payments  secured on a parity  with the Class A Notes are  payable on a superior
basis to such payments on the Class B Notes and any Additional Notes issued on a
parity or  subordinate  to the Class B Notes;  provided,  however,  that current
principal and interest may be paid on the Class B Notes and any Additional Notes
issued on a parity with the Class B Notes or subordinate to the Class B Notes if
all  principal  and interest  payments due and owing at such time on the Class A
Notes and any Additional Notes issued on a parity with the Class A Notes and any
Issuer Derivative  Payments secured on a parity with the Class A Notes have been
previously made or provided for as provided in the Indenture.

        Reference is hereby made to the  Indenture,  copies of which are on file
in the Principal  Office of the Trustee,  and to all of the  provisions of which
any Registered Owner of this note by his acceptance  hereof hereby assents,  for
definitions  of terms;  the  description  of and the  nature  and  extent of the
security for the Notes;  the Issuer's  student loan  origination and acquisition
program; the revenues and other money pledged to the payment of the principal of
and interest on the Notes;  the nature and extent and manner of  enforcement  of
the  pledge;  the  conditions  upon  which  the  Indenture  may  be  amended  or
supplemented  with or without the consent of the Registered  Owners of the Notes
and any Reciprocal Payor; the rights and remedies of the Registered Owner hereof
with respect hereto and thereto,  including the limitations  upon the right of a
Registered Owner hereof to institute any suit,  action,  or proceeding in equity
or at law with respect hereto and thereto;  the rights,  duties, and obligations
of the Issuer and the Trustee  thereunder;  the terms and provisions  upon which
the  liens,  pledges,  charges,  trusts,  and  covenants  made  therein  may  be
discharged  at or prior to the stated  maturity  or earlier  redemption  of this
note, and this note thereafter shall no longer be secured by the Indenture or be
deemed to be Outstanding,  as defined in the Indenture,  thereunder; and for the
other terms and provisions thereof.

        THE NOTES ARE LIMITED  OBLIGATIONS  OF THE ISSUER,  PAYABLE SOLELY FROM,
AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

        No recourse, either directly or indirectly, shall be had for the payment
of the  principal  of and  interest on this note or any claim based hereon or in
respect hereof or of the Indenture,  against the Trustee,  or any  incorporator,
director,  officer,  employee,  or agent of the Issuer, nor against the State of
Nevada, or any official thereof,  but the obligation to pay all amounts required
by the  Indenture  securing  this note and the  obligation to do and perform the
covenants and acts required of the Issuer therein and herein shall be and remain
the responsibility and obligation of said Issuer, limited as herein set forth.

        Subject to the  restrictions  specified in the  Indenture,  this note is
transferable  on the Note  Register  kept for that  purpose by the  Trustee,  as
registrar,  upon surrender of this note for transfer at the principal  office of
the  Trustee,  duly  endorsed  by, or  accompanied  by a written  instrument  of


                                       A-3
<PAGE>

transfer in form  satisfactory  to the Trustee duly executed by, the  Registered
Owner hereof or his attorney duly  authorized  in writing,  and thereupon one or
more new Notes of the same series, Stated Maturity, of authorized denominations,
bearing  interest at the same rate, and for the same aggregate  principal amount
will be issued to the designated transferee or transferees. At the option of the
Registered  Owner,  any Note may be  exchanged  for  other  Notes in  authorized
denominations upon surrender of the Note to be exchanged at the principal office
of the Trustee.  Upon any such presentation for exchange,  one or more new Notes
of the same  series,  Stated  Maturity,  in  authorized  denominations,  bearing
interest at the same rate,  and for the same aggregate  principal  amount as the
Note or Notes so surrendered  will be issued to the Registered Owner of the Note
or Notes so surrendered; and the Note or Notes so surrendered shall thereupon be
cancelled by the Trustee.

        Unless this Note is presented  by an  authorized  representative  of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for  registration  of  transfer,  exchange,  or payment,  and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized  representative  of DTC (and any  payment is made to Cede & Co. or to
such other entity as is requested by an authorized  representative  of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

        The Issuer, the Trustee, and any agent of either of them shall treat the
Person in whose name this note is registered as the Registered  Owner hereof (a)
on the record date for purposes of receiving  timely payment of interest hereon,
and (b) on the date of surrender of this note for purposes of receiving  payment
of  principal  hereof at its  stated  maturity  and (c) for all other  purposes,
whether or not this note is overdue,  and neither the Issuer,  the Trustee,  nor
any such agent shall be affected by notice to the contrary.

        To the extent  permitted by the Indenture,  modifications or alterations
of the Indenture and any supplemental  indenture may be made with the consent of
less than all of the Registered  Owners of the Notes then outstanding or without
the consent of any of such  Registered  Owners (by reason of a change in the Act
or Regulation or to cure  ambiguities or conflicts),  but such  modification  or
alteration  is not  permitted  to affect the  maturity  date,  Stated  Maturity,
amount,  Interest Payment Date, or rate of interest on any outstanding  Notes or
affect  the  rights  of the  Registered  Owners  of less  than all of the  Notes
outstanding.

        The  Registered  Owner hereof shall not have the right to demand payment
of this  note or any  interest  hereon  out of funds  raised  or to be raised by
taxation.

        Any capitalized term used herein and not otherwise  defined herein shall
have the same  meaning  ascribed  to such term in the herein  defined  Indenture
unless the context shall clearly indicate otherwise.

        It is hereby  certified and recited that all acts and things required by
the laws of the State of Nevada to happen,  exist, and be performed precedent to
and in the  issuance of this note,  and the passage of said  resolution  and the
execution of said Indenture,  have happened, exist and have been performed as so
required.


                                      A-4
<PAGE>


        IN TESTIMONY  WHEREOF,  the Board of  Directors  of NELNET  STUDENT LOAN
CORPORATION-2  has caused this note to be  executed  by the manual or  facsimile
signatures  of the  President and Secretary of the Issuer all as of the Original
Issue Date.

                                        NELNET STUDENT LOAN CORPORATION-2



                                        By
                                           -------------------------------------
                                            President



                                        By
                                           -------------------------------------
                                            Secretary



                                      A-5
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

      This  note  is one of the  Class  2001A-1  Notes  designated  therein  and
described in the within-mentioned Indenture.

                                         ZIONS FIRST NATIONAL BANK, as Trustee



                                         By
                                            ------------------------------------
                                             Authorized Signatory
Authentication Date:


--------------------------------------




                                      A-6
<PAGE>


                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto __________  (Social Security or other  identifying  number  __________) the
within note and all rights thereunder and hereby irrevocably appoints __________
attorney to transfer the within note on the books kept for registration thereof,
with full power of substitution in the premises.

Dated:                         SIGNED:
       -----------------              ------------------------------------
                               NOTICE: The signature on this Assignment must
                               correspond with the name of the Registered Owner
                               as it appears on the face of the within note in
                               every particular.


Signature Guaranteed by:


---------------------------------
A Member of The New York Stock
Exchange or a State or National
Bank


                                      A-7
<PAGE>

                                    EXHIBIT B

                   SERIES 2001A CLOSING CASH FLOW PROJECTIONS





<PAGE>
<TABLE>
<CAPTION>


                                    EXHIBIT C

                          MANDATORY REDEMPTION SCHEDULE

  DATE      REDEMPTION  $ OUTSTANDING % OUTSTANDING     DATE      REDEMPTION  $ OUTSTANDING % OUTSTANDING
<S>            <C>         <C>           <C>            <C>         <C>         <C>             <C>
                                                      6/1/2005    7,000,000   300,000,000     62.5%
 5/1/2001           -   480,000,000    100.0%         7/1/2005    7,000,000   293,000,000     61.0%
 6/1/2001           -   480,000,000    100.0%         8/1/2005    7,000,000   286,000,000     59.6%
 7/1/2001           -   480,000,000    100.0%         9/1/2005    7,000,000   279,000,000     58.1%
 8/1/2001           -   480,000,000    100.0%         10/1/2005   7,000,000   272,000,000     56.7%
 9/1/2001           -   480,000,000    100.0%         11/1/2005   7,000,000   265,000,000     55.2%
10/1/2001           -   480,000,000    100.0%         12/1/2005   7,000,000   258,000,000     53.8%
11/1/2001           -   480,000,000    100.0%         1/1/2006    7,000,000   251,000,000     52.3%
12/1/2001           -   480,000,000    100.0%         2/1/2006    7,000,000   244,000,000     50.8%
 1/1/2002           -   480,000,000    100.0%         3/1/2006    7,000,000   237,000,000     49.4%
 2/1/2002           -   480,000,000    100.0%         4/1/2006    7,000,000   230,000,000     47.9%
 3/1/2002           -   480,000,000    100.0%         5/1/2006    7,000,000   223,000,000     46.5%
 4/1/2002           -   480,000,000    100.0%         6/1/2006    7,000,000   216,000,000     45.0%
 5/1/2002           -   480,000,000    100.0%         7/1/2006    7,000,000   209,000,000     43.5%
 6/1/2002           -   480,000,000    100.0%         8/1/2006    7,000,000   202,000,000     42.1%
 7/1/2002           -   480,000,000    100.0%         9/1/2006    7,000,000   195,000,000     40.6%
 8/1/2002           -   480,000,000    100.0%         10/1/2006   7,000,000   188,000,000     39.2%
 9/1/2002           -   480,000,000    100.0%         11/1/2006   7,000,000   181,000,000     37.7%
10/1/2002           -   480,000,000    100.0%         12/1/2006   7,000,000   174,000,000     36.3%
11/1/2002           -   480,000,000    100.0%         1/1/2007    7,000,000   167,000,000     34.8%
12/1/2002           -   480,000,000    100.0%         2/1/2007    7,000,000   160,000,000     33.3%
 1/1/2003           -   480,000,000    100.0%         3/1/2007    6,500,000   153,500,000     32.0%
 2/1/2003           -   480,000,000    100.0%         4/1/2007    6,500,000   147,000,000     30.6%
 3/1/2003           -   480,000,000    100.0%         5/1/2007    6,500,000   140,500,000     29.3%
 4/1/2003           -   480,000,000    100.0%         6/1/2007    6,500,000   134,000,000     27.9%
 5/1/2003           -   480,000,000    100.0%         7/1/2007    6,500,000   127,500,000     26.6%
 6/1/2003           -   480,000,000    100.0%         8/1/2007    6,500,000   121,000,000     25.2%
 7/1/2003   8,000,000   472,000,000    98.3%          9/1/2007    6,500,000   114,500,000     23.9%
 8/1/2003   8,000,000   464,000,000    96.7%          10/1/2007   6,500,000   108,000,000     22.5%
 9/1/2003   8,000,000   456,000,000    95.0%          11/1/2007   6,500,000   101,500,000     21.1%
10/1/2003   8,000,000   448,000,000    93.3%          12/1/2007   6,500,000    95,000,000     19.8%
11/1/2003   8,000,000   440,000,000    91.7%          1/1/2008    6,000,000    89,000,000     18.5%
12/1/2003   8,000,000   432,000,000    90.0%          2/1/2008    6,000,000    83,000,000     17.3%
 1/1/2004   8,000,000   424,000,000    88.3%          3/1/2008    6,000,000    77,000,000     16.0%
 2/1/2004   8,000,000   416,000,000    86.7%          4/1/2008    6,000,000    71,000,000     14.8%
 3/1/2004   7,500,000   408,500,000    85.1%          5/1/2008    5,000,000    66,000,000     13.8%
 4/1/2004   7,500,000   401,000,000    83.5%          6/1/2008    5,000,000    61,000,000     12.7%
 5/1/2004   7,500,000   393,500,000    82.0%          7/1/2008    5,000,000    56,000,000     11.7%
 6/1/2004   7,500,000   386,000,000    80.4%          8/1/2008    5,000,000    51,000,000     10.6%
 7/1/2004   7,500,000   378,500,000    78.9%          9/1/2008    5,000,000    46,000,000     9.6%
 8/1/2004   7,500,000   371,000,000    77.3%          10/1/2008   5,000,000    41,000,000     8.5%
 9/1/2004   7,500,000   363,500,000    75.7%          11/1/2008   5,000,000    36,000,000     7.5%
10/1/2004   7,500,000   356,000,000    74.2%          12/1/2008   5,000,000    31,000,000     6.5%
11/1/2004   7,000,000   349,000,000    72.7%          1/1/2009    5,000,000    26,000,000     5.4%
12/1/2004   7,000,000   342,000,000    71.3%          2/1/2009    5,000,000    21,000,000     4.4%
 1/1/2005   7,000,000   335,000,000    69.8%          3/1/2009    5,000,000    16,000,000     3.3%
 2/1/2005   7,000,000   328,000,000    68.3%          4/1/2009    5,000,000    11,000,000     2.3%
 3/1/2005   7,000,000   321,000,000    66.9%          5/1/2009    4,000,000     7,000,000     1.5%
 4/1/2005   7,000,000   314,000,000    65.4%          6/1/2009    3,500,000     3,500,000     0.7%
 5/1/2005   7,000,000   307,000,000    64.0%          7/1/2009    3,500,000             -     0.0%

</TABLE>